Securities code: Rianlon Corporation(300596) securities abbreviation: Rianlon Corporation(300596) Announcement No.: 2022017 Rianlon Corporation(300596)
Announcement on Approving the controlling shareholders of the company to participate in the investment and establishment of industrial funds
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions. 1、 Controlling shareholders’ participation in the establishment of industrial funds
1. Rianlon Corporation(300596) (hereinafter referred to as ” Rianlon Corporation(300596) ” or “the company”) recently received a notice from Tianjin Rianlon Corporation(300596) Technology Group Co., Ltd. (hereinafter referred to as ” Rianlon Corporation(300596) group”) which is the controlling shareholder of the company. In order to help the company realize the development blueprint of “building a world leading fine chemical platform company” and conserve the company’s development in the medical and American industries The development opportunities of related industries in the fields of life sciences such as medicine and other fields provide the company with high-quality enterprise M & A opportunities and high-quality team investment opportunities, and reduce the risks that the company may face due to its direct involvement in new business investment and industrial M & A integration, Rianlon Corporation(300596) group participates in the investment of Tianjin Haiwang Haihe new materials industry fund partnership (limited partnership) (hereinafter referred to as “Haiwang Haihe fund” and “industry fund”), and the co investors also include Tianjin Haihe industry fund partnership (limited partnership) (hereinafter referred to as “Haihe fund”) and other industry investors. All partners jointly entrust Beijing Midu Private Equity Fund Management Co., Ltd. (hereinafter referred to as “Beijing Midu”) as the manager of Haiwang Haihe fund. Beijing Midu has no relationship with the company.
2. This time, the controlling shareholders of the company participated in the investment and establishment of industrial funds, which does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies, nor does it constitute a related party transaction. At present, except for Rianlon Corporation(300596) group, the investors of Haiwang Haihe fund are third parties that have no relationship with the company. The remaining shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company do not participate in the subscription of industrial fund units or hold positions in industrial funds. 2、 Basic information of Industrial Fund
1. Basic information of industrial and commercial registration of industrial funds
Name: Tianjin Haiwang Haihe new material industry fund partnership (limited partnership)
Unified social credit Code: 91120193ma07hhmy08
Type: limited partnership
Date of establishment: December 30, 2021
Main business premises: Room 301, block B, Haitai Information Plaza, No. 8, Huatian Road, Huayuan Industrial Zone, Binhai high tech Zone, Tianjin (No. 57 of Huaxin (Tianjin) business secretary Co., Ltd.)
Executive partner: Tianjin Lihai fund management partnership (limited partnership)
Term of partnership: December 30, 2021 to December 29, 2031
Business scope: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the registration and filing with China Securities Investment Fund Association). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). 3、 Horizontal competition and Solutions
(I) horizontal competition involved in this investment
Rianlon Corporation(300596) controlling shareholders and actual controllers have issued the letter of commitment on avoiding horizontal competition, Commitment: “during the period when Li Haiping, Rianlon Corporation(300596) group, Rianlon Corporation(300596) international and Li Haiping’s immediate and collateral relatives within three generations have the actual control of the issuer, Li Haiping, Rianlon Corporation(300596) group, Rianlon Corporation(300596) international and their subsidiaries or affiliated enterprises will not operate in any way within or outside China (including but not limited to operating alone, through joint venture or owning shares and other interests of another company or enterprise) directly or indirectly participate in any business or activity that competes with the issuer, and do not engage in or participate in the production of any business activity that is the same as, similar to or can replace the issuer’s products in any way. Where Li Haiping, Rianlon Corporation(300596) group, Rianlon Corporation(300596) international and their subsidiaries or affiliated enterprises have any business opportunities to engage in, participate in or take shares in any business that may compete with the production and operation of the issuer, Li Haiping, Rianlon Corporation(300596) group, Rianlon Corporation(300596) international will immediately notify the joint-stock company to fully transfer the above business opportunities to the issuer. “
Since the development of the industrial fund investment project invested by the controlling shareholder will constitute or may constitute potential competition for the main business of Rianlon Corporation(300596) and its controlled subsidiaries at present and in the future, this matter needs to be submitted to the board of directors and the general meeting of shareholders of Rianlon Corporation(300596) for deliberation.
(II) controlling shareholders will take measures to solve horizontal competition
Considering that the subject projects invested by the industrial investment fund may form phased horizontal competition with listed companies in the future. In order to effectively solve the horizontal competition, the controlling shareholder Rianlon Corporation(300596) group issued the letter of commitment on solving the horizontal competition in the future on this investment, as follows:
1. In view of the possible stage horizontal competition with the listed company after the completion of the investment target project of the industrial investment fund, Rianlon Corporation(300596) group, in accordance with the requirements of current laws, regulations and relevant policies, on the premise that the listed company recognizes and complies with the applicable laws, regulations and relevant regulatory rules at that time, In line with the principle of being conducive to the development of listed companies and safeguarding the interests of shareholders, especially small and medium-sized shareholders, we should solve the problem of horizontal competition. The specific ways to solve horizontal competition are as follows:
(1) In case of horizontal competition (or potential horizontal competition) with the listed company, by signing the entrustment agreement, Rianlon Corporation(300596) group entrusts the listed company to exercise the voting rights and daily operation and management rights (if any) arising from the investment of the subject project.
(2) Under the same conditions, the listed company has the preemptive right. When the uncertainty risk of the target project of the industrial investment fund is eliminated, and the specific conditions at that time can meet the investment and business development needs of the listed company, the listed company can give priority to the acquisition of the target project in the way permitted by laws and regulations; If the uncertainty risk of the subject project cannot be eliminated, or although the uncertainty risk is eliminated, it cannot meet the investment and business development needs of the listed company according to the specific conditions at that time, Rianlon Corporation(300596) group will eliminate the horizontal competition between Rianlon Corporation(300596) group and the listed company by means of business transfer or asset divestiture and other permitted by laws and regulations. (3) According to the investment and business development needs of the listed company, Rianlon Corporation(300596) group promises to actively promote the priority transfer of the subject project to the listed company at a price not higher than the asset evaluation value.
(4) Other feasible solutions within the scope permitted by laws, regulations and relevant policies.
2. Rianlon Corporation(300596) group will take appropriate measures permitted by laws and regulations to ensure that there will be no significant adverse impact on the listed company during the period of horizontal competition (or potential horizontal competition) between the investment target project of industrial investment fund and the listed company.
3. Rianlon Corporation(300596) group guarantees to strictly abide by laws, regulations and the articles of association of listed companies and relevant management systems, and will not seek illegitimate interests by taking advantage of the position of controlling shareholders of listed companies, thereby damaging the rights and interests of other shareholders of listed companies.
4. The above commitments are valid during the period when Rianlon Corporation(300596) group has control over the listed company. If the listed company is willing to bear the corresponding liability for damages due to the breach of the above commitment. 4、 Review procedures for this matter
On February 25, 2022, the 27th meeting of Rianlon Corporation(300596) the third board of directors considered and approved the proposal. According to article 7.4.8 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, Mr. Li Haiping, a related director, avoided voting when the board of directors considered the proposal.
Voting results: 10 in favor, 0 against and 0 abstention.
The matter has been approved by the independent directors and the following independent opinions have been expressed:
The controlling shareholders of listed companies participate in the investment and establishment of industrial investment funds based on the optimistic prospect of the industry invested by the company, so as to obtain high-quality enterprise M & A opportunities and high-quality team investment opportunities for the company, reduce the possible risks faced by the company due to its direct involvement in new business investment and industrial M & A integration, and the scope of investment has a coordinated relationship with the company’s main business, It is an important measure to promote the extensive development of the company. There is no situation that damages the interests of the listed company and all shareholders, especially the minority shareholders, which is in line with the interests of the company and all shareholders. We have no objection to the proposal and agree to submit it to the general meeting of shareholders for deliberation. 5、 The phased horizontal competition involved in this investment will not have a significant adverse impact on the listed company
The controlling shareholders of listed companies participate in the investment and establishment of industrial investment funds based on their optimistic outlook for the industry invested by the company, so as to obtain high-quality enterprise M & A opportunities and high-quality team investment opportunities for the company, and reduce the possible risks faced by the company due to its direct involvement in New business investment and industrial M & A integration, And promised to actively promote the priority transfer of the subject project to the listed company at a price not higher than the asset appraisal value. Based on the principle of being conducive to the development of the listed company and safeguarding the interests of shareholders, especially the interests of minority shareholders, the controlling shareholder Rianlon Corporation(300596) group issued the letter of commitment on solving the future horizontal competition to eliminate the possible phased horizontal competition to the greatest extent and will not damage the interests of other shareholders of the listed company, especially the interests of minority shareholders, It will not have a significant adverse impact on the listed company. The company will track the progress of relevant matters and fulfill the obligation of information disclosure in time according to the requirements of laws, regulations and normative documents. 5、 Documents for future reference
1. Letter of commitment on solving future horizontal competition signed by the controlling shareholder.
It is hereby announced.
Rianlon Corporation(300596) board of directors
February 28, 2022
