With regard to the attention letter on Maoming Petro-Chemical Shihua Co.Ltd(000637) , the attention letter of the company Department [2022] No. 99 Maoming Petro-Chemical Shihua Co.Ltd(000637) board of directors:
On January 26, 2022, your company disclosed that it signed an agreement with Beijing Xinyu Investment Center (limited partnership) to acquire 69% equity of Beijing xinwoda Marine Technology Co., Ltd. (hereinafter referred to as the “agreement”). Our department is highly concerned about this. Please verify and explain the following matters:
1. Your company will hold a general meeting of shareholders on February 10, 2022 to consider the proposal on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd., and the agreement will take effect from the date when the trading parties affix their official seals. Please explain the signing time of the above agreement, the time of affixing the company’s official seal, whether the agreement has come into force, and whether the deliberation procedures performed by the exchange comply with the relevant provisions of the stock listing rules of the exchange.
2. The “preconditions for transaction” in the agreement stipulates that the transferee shall meet four preconditions for acquiring the subject equity and paying each equity transfer price (excluding the first equity transfer price). Please explain the reason and rationality that the payment of each equity transfer price does not include the first equity transfer price, and the reason and rationality that the review procedures performed by the transferee are not agreed in the four preconditions.
3. The agreement stipulates that the transferee shall pay a deposit of RMB 200 million to the transferor before January 26, 2022, and shall pay the first equity transfer price (i.e. RMB 200 million) to the bank account designated by the transferor on the date of signing the agreement. If the transferee has paid the deposit to the transferor by January 26, 2022 (inclusive), such deposit will be automatically converted into the first equity transfer price, which is deemed to be the first equity transfer price paid by the transferee to the transferor. Please explain to your company:
(1) The time of paying the security deposit and whether the security deposit has been automatically converted into the first equity transfer price.
(2) The rationality and compliance of your company’s agreement to pay the equity transfer payment before the general meeting of shareholders deliberates and approves the transaction, whether it violates the relevant provisions of the stock listing rules of the exchange, and whether it damages the interests of the listed company.
(3) In combination with the relevant provisions of “liability and compensation for breach of contract” and “effectiveness, supplement, change and cancellation of the agreement” in the agreement, explain whether the company constitutes a breach of contract, whether it needs to pay liquidated damages, whether the above 200 million yuan deposit can be recovered, and how to fully protect the interests of the listed company from damage if the transaction is not considered and approved by the general meeting of shareholders of the company.
(4) Whether the payment proportion of the deposit complies with national laws and regulations.
4. Please explain the safeguard measures that the credit line cannot be approved and the possible impact on this transaction in combination with the specific progress of applying to the bank for a credit line of no more than 600 million yuan. Ask a lawyer to check the above matters and give professional opinions.
Please make a written statement on the above issues, submit the relevant explanatory materials to our department for disclosure before February 9, 2022, and send a copy to the dispatched office at the same time. At the same time, remind your company and all directors, supervisors and senior managers to strictly abide by the securities law, the company law and other laws and regulations, as well as the stock listing rules of the exchange, and perform the obligation of information disclosure truthfully, accurately, completely, timely and fairly.
We are writing to inform you that
Shenzhen Stock Exchange
Listed company management department I January 29, 2022
