Securities code: 000637 securities abbreviation: Maoming Petro-Chemical Shihua Co.Ltd(000637) Announcement No.: 2022-018 Maoming Petro-Chemical Shihua Co.Ltd(000637)
Announcement on the reply to the letter of concern (No. 99) of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
On January 29, 2022, Maoming Petro-Chemical Shihua Co.Ltd(000637) (hereinafter referred to as “the company” or ” Maoming Petro-Chemical Shihua Co.Ltd(000637) “) received the notice on Maoming Petro-Chemical Shihua Co.Ltd(000637) from the management department of listed companies of Shenzhen Stock Exchange (company Department notice [2022] No. 99, hereinafter referred to as “the notice”). After that, the company conducted verification and Analysis on the matters involved in the letter of concern, and asked the appraiser to express clear opinions on the verification of relevant matters. The company has replied to Shenzhen Stock Exchange, and now it is announced as follows:
Matters of concern of the letter:
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.
Reply of the board of directors:
After the proposal on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd. was deliberated and adopted at the eighth interim meeting of the 11th board of directors of the company on January 24, 2022, the company and Beijing Xinyu Investment Center (limited partnership) (hereinafter referred to as “Beijing Xinyu”) Beijing xinwoda Marine Technology Co., Ltd. (hereinafter referred to as the “target company”) has reached the equity transfer agreement between Beijing Xinyu Investment Center (limited partnership) and Maoming Petro-Chemical Shihua Co.Ltd(000637) on Beijing xinwoda Marine Technology Co., Ltd. (hereinafter referred to as the equity transfer agreement).
The equity transfer agreement is signed on January 25, 2022 and stamped with the company’s official seal on January 25, 2022.
The net profit of the target company in 2021 is 80.7953 million yuan, and the net profit of the company in the latest audited fiscal year (2020) is – 380000 Yuan. According to item (IV) of article 6.1.3 of the stock listing rules, the relevant net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, If the absolute amount exceeds 5 million yuan, the listed company shall disclose it in time and submit it to the general meeting of shareholders for deliberation. For this transaction, the Strategy Committee (5 members) of the board of directors of the company held a video communication meeting on January 23, 2022 to study and discuss the acquisition. Four members agreed to submit the proposal to the board of directors for deliberation, while one member disagreed. On January 24, 2022, the company held the eighth interim meeting of the 11th board of directors in the form of on-site combined with video communication, and adopted the proposal on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd. with 7 affirmative votes, 2 negative votes and 0 abstention. This proposal still needs to be considered and approved by the company’s first extraordinary general meeting in 2022. On January 24, 2022, the company held the second interim meeting of the 11th board of supervisors by on-site combined with video communication. The proposal on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd. was deliberated and adopted by 2 votes in favor, 1 vote against and 0 abstention. This proposal still needs to be approved by the company’s first interim shareholder meeting in 2022
Approved by the general assembly. On January 26, 2022 The Securities Times published an announcement and disclosed the announcement on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd., the appraisal report, the announcement on the resolution of the eighth interim meeting of the 11th board of directors, the audit report of Beijing xinwoda Marine Technology Co., Ltd. (final) and the announcement on the resolution of the second interim meeting of the 11th board of supervisors The independent directors’ independent opinions on matters related to the eighth extraordinary meeting of the 11th board of directors and the notice on convening the company’s first extraordinary general meeting in 2022 are published at the same time. It is planned to convene the company’s first extraordinary general meeting in 2022 on February 10, 2022, The deliberations of the meeting included the proposal on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd. On February 8, 2022, the company published the announcement on canceling some proposals of the first extraordinary general meeting of shareholders in 2022 and the supplementary notice of the general meeting of shareholders on cninfo.com and the securities times. The extraordinary general meeting cancelled the proposal on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd., which was originally scheduled to be submitted for deliberation, When the conditions are ripe, the above proposal will be submitted to the general meeting of shareholders of the company for deliberation. Before the transaction was considered and approved by the general meeting of shareholders, the equity transfer agreement agreed to take effect from the date when the trading parties affix their official seals, there are certain trading risks and compliance defects, and the provisions of item (IV) of article 6.1.3 of the stock listing rules were not strictly implemented. However, in order to ensure the transaction security and compliance, the company held the ninth interim meeting of the 11th board of directors by means of communication voting on February 17, 2022, and adopted the proposal on the supplementary agreement between Beijing Xinyu Investment Center (limited partnership) and Maoming Petro-Chemical Shihua Co.Ltd(000637) on the equity transfer agreement by 9 votes in favor, 0 votes against and 0 abstentions. On the same day, the company held the third interim meeting of the 11th board of supervisors by means of communication voting. The proposal was adopted by 3 votes in favor, 0 against and 0 abstention. On the same day, the company signed the supplementary agreement to the equity transfer agreement (hereinafter referred to as the supplementary agreement) with Beijing Xinyu and the target company, Article 6 of the supplementary agreement stipulates that “the effective provisions of article 13.1 of the equity transfer agreement are revised to:” the equity transfer agreement and the supplementary agreement shall be established from the date when they are stamped with the official seal of each party, and shall take effect only after they are approved by the general meeting of shareholders of the transferee and the voting Committee of the transferor. “.
The lawyer of Guangdong Prometheus (Maoming) law firm believes that the equity transfer agreement states that the signing date is January 25, 2022, and all parties affix their official seals; The supplementary agreement states that the signing date is February 17, 2022, and the parties affix their official seals; As agreed in the supplementary agreement, according to the relevant provisions of the civil code, the equity transfer agreement was established on January 25, 2022, with the entry into force condition that “the equity transfer agreement will take effect only after it is approved by the general meeting of shareholders of the transferee and the voting decision meeting of the transferor”. Therefore, as of the date of issuance of this legal opinion, the equity transfer agreement has been established but has not yet taken effect. The deliberation procedures performed by the exchange comply with the relevant provisions of the stock listing rules.
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.
Reply of the board of directors:
The equity transfer agreement originally agreed that the “first equity transfer price” was paid on the date of signing the agreement, so the “transaction preconditions” agreed in the agreement at that time were not applicable to the payment of the “first equity transfer price”. This “transaction prerequisite” in the agreement is mainly to protect the transaction safety and the interests of the listed company from damage. Therefore, the review procedures performed by the transferee are not agreed in the four preconditions. Even if not agreed, the company has actually performed the review procedures in accordance with the articles of association and other relevant management regulations, as well as relevant management specification documents and regulatory requirements of the listed company. In order to further ensure the transaction safety and the interests of the listed company from being damaged, the company signed the supplementary agreement with the counterparty, changed and revised this clause and relevant clauses, and cancelled the exclusion of the “transaction prerequisite” from the “first equity transfer price”, At the same time, corresponding changes have been made to the terms such as “deposit”, “the first equity transfer price” and “the second equity transfer price”, and it is clearly agreed that the agreement shall take effect only after being approved by the general meeting of shareholders of the transferee and the voting and decision meeting of the transferor. “
The lawyer of Guangdong Prometheus (Maoming) law firm believes that: Based on the original agreement in the equity transfer agreement that the “first equity transfer price” is paid on the date of signing the agreement, the “transaction preconditions” agreed in the agreement exclude the payment applicable to the “first equity transfer price”, and there is no ambiguity in the content expression of the terms of the agreement, It does not violate the mandatory provisions of relevant laws and regulations. The “transaction preconditions” in the agreement mainly restrict the obligations of the transferor and lock the conditions for the payment of the subsequent equity transfer price. The purpose is to ensure the transaction safety and the interests of the listed company from being damaged. Therefore, the review procedures performed by the transferee are not agreed in the four preconditions. If agreed, they can be arranged in other terms and items, The payment of the second equity transfer price in Item (2) of Article 3.1 of the equity transfer agreement clearly stipulates that “on the premise that the general meeting of shareholders of the transferee has approved the transaction and the contents of this Agreement”. On January 26, 2022, the company published an announcement on cninfo.com and securities times to disclose the announcement on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd. and other information, and disclosed the deliberation procedures and risk tips of the transaction in accordance with laws and regulations, which is in line with the relevant provisions of the stock listing rules. The company signed the supplementary agreement with the counterparty to change and revise the relevant provisions, canceling the exclusion of the “first equity transfer price” in the “transaction preconditions”, and also making corresponding changes to the “deposit”, “first equity transfer price”, “second equity transfer price”, etc, It is clearly agreed that the agreement shall take effect only after being approved by the general meeting of shareholders of the transferee and the voting and decision meeting of the transferor, which is conducive to further ensuring the transaction security and the interests of the listed company.
3. The agreement stipulates that the transferee shall pay a deposit of RMB 200 million to the transferor before January 26, 2022, and 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.
Reply of the board of directors:
(1) After the equity transfer agreement is signed, the company will pay a deposit of 150 million yuan and 50 million yuan to Beijing Xinyu on January 25, 2022 and January 28, 2022, respectively, totaling 200 million yuan. The supplementary agreement has made the following changes to the deposit and equity transfer price: 1.1 the interpretation of the deposit in Item (14) of Article 1.1 of the equity transfer agreement is revised as follows:
Margin refers to the payment made by the transferee to the transferor in accordance with the agreement to ensure the performance of this transaction
Payment of. 1.2 Article 3.1 of the equity transfer agreement shall be amended as follows:
The subject equity transaction price determined by the parties is RMB 420 million (hereinafter referred to as “equity transfer price”),
The specific payment arrangements are as follows:
(1) Margin
The transferee shall pay to the transferor within [five (5)] working days after the signing of the supplementary agreement
RMB [84 million] as security deposit. In the equity transfer agreement and supplementary agreement
When the effective conditions are met, the aforesaid security deposit shall be automatically transferred to the first equity of the transferee
The transaction consideration of [84 million] yuan payable under the transfer price. If the transferee shareholder
If the general assembly does not consider and approve the transaction, the transferor shall pay the deposit paid by the transferee in full
Refunds.
(2) First equity transfer price
The general meeting of shareholders of the transferee has approved the transaction, and the equity transfer agreement and supplementary agreement
On the premise of effectiveness, the transferee shall work five (5) days after receiving the payment notice sent by the transferor
Within the working day, the first equity transfer price (i.e. RMB 300 million, hereinafter referred to as
“The first equity transfer price”) shall be paid to the bank account designated by the transferor, and
The time shall not be later than March 18, 2022 (unless extended by consensus between the transferor and the transferee)
Outside). If the transferee has paid the deposit to the transferor, the deposit will be transferred automatically
It is the equal amount of the first equity transfer price, which shall be deemed to have been paid by the transferee to the transferor
Complete the equal amount of the first equity transfer price; On the first equity transfer price and
The transferee shall make up the difference of the deposit within the time limit agreed in this article.
(3) The second equity transfer price
The parties hereby agree that the transferee shall make the second payment before March 31, 2022 (inclusive)
The equity transfer price (i.e. RMB 120 million, hereinafter referred to as “the second equity transfer price”) shall be paid to the bank account designated by the transferor. 1.6. Article 13.1 of the equity transfer agreement shall be amended to read:
The equity transfer agreement and supplementary agreement shall be established from the date when the official seals of each party are affixed, and shall be subject to the approval and transfer of the general meeting of shareholders of the transferee
