Securities code: 300187 securities abbreviation: Yonker Environmental Protection Co.Ltd(300187) Announcement No.: 2022-013 Yonker Environmental Protection Co.Ltd(300187)
Announcement on joint investment and establishment of joint ventures and related party transactions with related parties
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.
Special tips:
1. This transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2. The related party transaction has been deliberated and approved at the third extraordinary meeting of the Fifth Board of directors in 2022 of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as "the company" or " Yonker Environmental Protection Co.Ltd(300187) "), and the related directors have avoided voting. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
3. After the completion of this transaction, the company holds 67% equity of the joint venture and will become a holding subsidiary of the company, which will be included in the scope of the company's consolidated statements.
4. This transaction is affected by the risk of new business expansion and team integration, and the operational risk caused by the uncertainty of macroeconomic and industrial policies. For details, please refer to "VIII. Risk tips of this transaction" in this announcement. Please pay attention to investment risks.
1、 Overview of related party transactions
In order to complete the policy consulting services and technical solutions of the company's carbon peak and carbon neutralization, help the company achieve the double carbon goal, and retain and introduce excellent talents, the company signed the cooperation and investment agreement with Mr. Liu daihuan, director of the company and executive president of Yongqing double carbon research institute, Yongzhi carbon cleaning (Beijing) Technology Co., Ltd. (hereinafter referred to as "Yongzhi carbon cleaning") was jointly invested 80 million yuan (currency: RMB, the same below), of which the company invested 53.6 million yuan, accounting for 67% of the equity of Yongzhi carbon cleaning, Liu daihuan invested 26.4 million yuan, accounting for 33% of the equity of Yongzhi carbon cleaning, all of which came from its own funds.
Mr. Liu daihuan, who participated in the joint investment, is a director of the 5th board of directors of the company and an associated natural person of the company. According to the Shenzhen Stock Exchange gem stock listing rules (hereinafter referred to as the "Listing Rules") and other relevant provisions, the joint investment will constitute an associated transaction, but does not constitute a major asset reorganization of listed companies
On February 25, 2022, the company held the third extraordinary meeting of the Fifth Board of directors in 2022, deliberated and adopted the proposal on joint investment and establishment of joint ventures and related party transactions with related parties. The related directors have avoided voting, and the independent directors of the company approved the related party transactions in advance and expressed their agreed independent opinions. According to the relevant provisions of the listing rules and the articles of association of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as the "articles of association"), this transaction needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders need to avoid voting.
2、 Basic information of the counterparty
Mr. Liu daihuan is a director of the 5th board of directors of the company and executive director of Yongqing double carbon research institute. He is not a dishonest executee. This transaction will not affect the independence of the company, nor will it form dependence on related parties. Dr. Liu daihuan has successively worked as a postdoctoral in Nanjing Institute of soil research, Chinese Academy of Sciences and Institute of subtropical Agroecology, Chinese Academy of Sciences. From April 2016 to April 2020, he successively served as the supervisor and chairman of the board of supervisors of the company. He was elected as a director of the company in April 2020 and a member of the strategy committee of the Fifth Board of directors of the company. He once presided over one project of Hunan Provincial Youth Fund, and successively participated in many national and provincial research projects, such as the National Natural Science Foundation, the national key basic research and development plan, the national key R & D plan, the science and technology special project of the Chinese Academy of Sciences, the provincial key R & D plan and so on. He has applied for more than 30 patents and published more than 20 papers. Participated in more than 20 technical guidance of farmland restoration market projects. In 2019, the "key technology and application of cadmium and arsenic pollution prevention and control in paddy fields" with Yonker Environmental Protection Co.Ltd(300187) as the main completion unit and Yonker Environmental Protection Co.Ltd(300187) Mr. Liu daihuan as the main completion person won the second prize of the national science and Technology Progress Award in 2019.
3、 Basic information of related party transactions
(I) basic information
Name: yongzhiqing carbon (Beijing) Technology Co., Ltd
Registered capital: RMB 80 million
Address: 915, 8th floor, building 7, courtyard 23, Guangqu Road, Chaoyang District, Beijing
Business scope: technical consultation, technology transfer, technology promotion, technical service and technology development; Technical inspection; Software development; Computer system services; Data processing; Basic software services; Application software services (excluding medical software); Operation of environmental protection facilities; Operation of pollution control facilities
Organizational form: the organizational form of the company is limited liability company
Term of operation: long term
(II) after the completion of this transaction, the equity structure is as follows:
Shareholder equity ratio
Yonker Environmental Protection Co.Ltd(300187) 67%
Liu daihuan 33%
Total 100%
(III) relationship with the company
After the establishment of yongzhiqing carbon, the company will hold 67% equity of yongzhiqing carbon, which will become the holding subsidiary of the company. 4、 Main contents of the cooperative investment agreement Party A: Yonker Environmental Protection Co.Ltd(300187) Party B: Liu daihuan
(the "company" in the investment agreement in part IV of this announcement is only the term of the company or "Yongzhi carbon clearing") (I) capital contribution:
The company subscribed 80 million yuan, of which party a subscribed 53.6 million yuan in monetary capital, accounting for 67%; Party B subscribed 26.4 million yuan in monetary capital, accounting for 33%. Party A and Party B agree that the paid in capital contribution shall be paid in place step by step according to the needs of the subsequent development of Yongzhi carbon clearing business.
After the establishment of the company, Party A and Party B shall be liable to the company to the extent of their subscribed capital contributions, and share profits, risks and losses according to their shareholding ratio in the company; The company shall be liable for its debts with all its assets.
(II) corporate governance structure
The investor of yongzhiqing carbon is the shareholder of the company. Yongzhiqing carbon has a shareholders' meeting, which is composed of all shareholders and is the highest authority of the company.
Yongzhi carbon cleaning has no board of directors and one executive director. The executive director is the legal representative of the company and is responsible to the shareholders of the company. It is recommended by Party A and elected by the shareholders' meeting. The term of office of the executive director is 3 years. Upon expiration of his term of office, he can be re elected.
Yongzhi carbon cleaning has no board of supervisors, but one supervisor, recommended by Party A and elected by the shareholders' meeting.
The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor can be re elected.
Yongzhi carbon cleaning has a general manager recommended by Party A and appointed or dismissed by the executive director, who is responsible for the daily operation and management of the company.
The authority of the board of shareholders, executive directors and supervisors of yongzhiqing carbon shall be implemented in accordance with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law"). If there are special provisions, they shall be specified in the articles of association. (III) equity management
1. Equity transfer
When a shareholder of either party transfers part or all of its equity to a party other than the shareholder, it must obtain the written consent of the other shareholders. When any shareholder transfers part or all of its equity, other shareholders have the preemptive right under the same conditions.
2. Management team shareholding agreement
In order to promote the main business development of yongzhiqing carbon in the future, Party A and Party B agree through consultation that Party B agrees to reserve no less than 29% of the 33% equity of yongzhiqing carbon held by Party B for the shareholding of the management team of the new management or business team (hereinafter referred to as the "new team") introduced by yongzhiqing carbon in the future according to the needs of business development.
Before the shareholding personnel of the new team are confirmed, the equity is temporarily subscribed and held by Party B, and the team shareholding is implemented with yongzhiqing carbon equity under the name of Party B at an appropriate time. After specifying the shareholders of the new team, Party B shall establish an employee stock ownership platform (partnership) with the shareholders of the new team according to the requirements of the implementation plan of team stock ownership proposed at that time, and hold the 33% equity with the employee stock ownership platform. Party B also indirectly holds yongzhiqing carbon shares through the employee stock ownership platform, The transfer price is transferred to the employee stock ownership platform based on its original actual capital contribution cost, and finally the core team members indirectly hold the company's equity through the employee stock ownership platform. If a shareholder no longer holds a position in yongzhiqing carbon due to job change, resignation and retirement, his equity must be transferred to the successor or the receiver designated by Party A (including Party A). The scope, conditions, methods, exit arrangements, transfer price and other specific implementation plans of shareholders of Yongzhi carbon cleaning shall be deliberated and decided by the shareholders' meeting, and shall be clearly agreed in the partnership agreement of the employee stock ownership platform.
(IV) withdrawal of shareholders
If Yongzhi carbon clearing meets the conditions for dissolution as stipulated in the company law, the shareholders' meeting can be convened to make a resolution on liquidation and dissolution.
Shareholders can withdraw by means of equity transfer in accordance with the "equity management" of this agreement.
(V) effectiveness of the agreement
This Agreement shall come into force after being signed and sealed by Party A and Party B and Party A performs the review procedures specified in relevant laws and regulations; From the effective date, it shall be binding on all parties.
（6） Dispute resolution and applicable law
Any dispute arising from or in connection with the performance of this Agreement shall be settled by both parties through friendly negotiation. If it is still not resolved through negotiation, either party may bring a lawsuit to the people's court with jurisdiction in the place where the agreement is signed.
5、 Transaction purpose and impact on Listed Companies
(I) purpose and necessity of this transaction
In order to help implement the goals of carbon peak and carbon neutralization, the state has issued a series of policy support for the environmental protection industry, and local governments have put forward double carbon goals and paths in the 14th five year plan. With the comprehensive development of carbon related businesses, it will bring a broad market and new opportunities for carbon related enterprises in the future.
Giving full play to its advantages in comprehensive environmental protection services, the company has established a dual carbon Research Institute in August 2021 to study the policies, markets, technologies and business models in the dual carbon field, carry out the R & D, transformation and application of carbon neutralization technology, and provide carbon peak Carbon neutral policy advisory services and technical solutions.
In order to expand and develop business and help the company achieve its dual carbon goal, the company decided to invest in the establishment of yongzhiqing carbon with Mr. Liu daihuan, the core technical backbone of the company and the executive president of Yongqing dual carbon research institute. After the establishment, yongzhiqing carbon will mainly carry out dual carbon comprehensive solutions, renewable energy and multi energy complementary solutions for regions, parks and industries Carbon asset development, carbon trading, green finance and other businesses are another important measure to further implement the company's dual carbon development strategy, which is conducive to promoting the expansion and long-term development of the company's dual carbon business. At the same time, actively introduce talents with rich technology and business experience, realize talent incentive, construct a common value chain, and improve the company's dual carbon business layout, Enhance the ability of sustainable development in the future and further enhance the core competitiveness of the company in the field of dual carbon business.
(II) impact of this transaction on Listed Companies
This transaction is in line with the company's strategic development needs and long-term interests, and there is no damage to the interests of the company and other shareholders. After the establishment of Yongzhi carbon cleaning, it is expected to have a positive impact on the company's operating revenue and net profit in 2022 and later years. At present, the company is unable to predict the specific impact of Yongzhi carbon cleaning on the company's operating performance. 6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
In the past 12 months, the company and its related party, Mr. Liu daihuan, have not had any related party transactions with the same or related transaction categories.
(I) prior approval opinions of independent directors
This joint investment with related parties constitutes a related party transaction. The management of the company has communicated with us about this transaction in advance. We have listened to the reports of relevant personnel and reviewed relevant materials. We believe that this connected transaction meets the needs of the company's operation and development and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
We unanimously agree to submit the proposal to the third extraordinary meeting of the Fifth Board of directors in 2022 for deliberation, and the related directors shall perform the withdrawal voting procedure when deliberating the proposal.
(II) opinions of independent directors
1. The proposals related to this transaction have been approved and agreed to be submitted to the board of directors for deliberation before being submitted to the board of directors for deliberation.
2. This connected transaction was deliberated and approved by the third extraordinary meeting of the Fifth Board of directors in 2022. The deliberation and voting procedures for the convening of the board meeting comply with the provisions and requirements of relevant laws and regulations, normative documents and the articles of association.
3. The related party participating in the joint investment of the company is Mr. Liu daihuan, director of the company and executive president of Yongqing double carbon Research Institute, who is the core technical backbone of the company. The joint venture established by the company and its joint investment is to better carry out business and help achieve the dual carbon goal. At the same time, in order to retain and introduce excellent talents, implement team incentive and improve the overall competitiveness of the company, which is in line with the company's strategic development plan. There is no situation that affects the independence of the company and damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree on this matter and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation, and related shareholders should avoid voting.
8、 Risk warning of this transaction
1. New business development and team integration risk
The business carried out by the joint venture yongzhiqing carbon is a newly expanded double carbon business of the company. The company needs to strengthen the team strength by integrating the existing professional team and introducing external professionals. There may be the risk of insufficient project insurance and team ability, which will have an adverse impact on the promotion of business in the future.
2. Operational risks caused by uncertain macroeconomic and industrial policies
The operation of Yongzhi carbon cleaning is still affected by many factors such as macro-economy, industry cycle and operation management. The company will take appropriate management measures and strengthen risk control according to the internal management system.
Investors are kindly requested to invest carefully and pay attention to investment risks. 9、 Documents for future reference (I) Yonker Environmental Protection Co.Ltd(300187) unit
