Securities code: 300035 securities abbreviation: Hunan Zhongke Electric Co.Ltd(300035) Announcement No.: 2021-088 Hunan Zhongke Electric Co.Ltd(300035)
About capital increase of subsidiary Hunan Zhongke Xingcheng Holding Co., Ltd
Announcement on the introduction of strategic investors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important:
1. This transaction and related agreements can only come into force after being signed by all parties to the agreement and reviewed and approved by the general meeting of shareholders of the company. There is still uncertainty whether the agreement can come into force.
2. The implementation of the agreed matters of the stock exchange transaction involved in this transaction can only be implemented in accordance with the laws and regulations at that time and the corresponding decision-making and approval procedures, which is uncertain.
3、 The investment in this transaction is limited to the construction of lithium battery cathode material capacity (including but not limited to the investment in Yunnan Zhongke Xingcheng graphite Co., Ltd., Gui’an Zhongke Xingcheng graphite Co., Ltd. and other cathode materials and graphitization production and operation entities), and the addition of Hunan Zhongke Xingcheng Holding Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as “Zhongke Xingcheng holding”) ）Working capital and other matters related to the main business of Zhongke Xingcheng holdings. The construction projects of relevant negative electrode materials and graphitization production and operation subjects still need the approval of development and reform, environmental protection and other departments, and there are risks such as market environment and operation management. At the same time, the construction, production and operation of relevant negative electrode materials and graphitization production and operation subjects need a certain time, It is not expected to have a significant impact on the company’s performance in the short term.
4. This transaction 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.
Hunan Zhongke Electric Co.Ltd(300035) (hereinafter referred to as “the company” or ” Hunan Zhongke Electric Co.Ltd(300035) ” or “listed company”) held the 9th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors on December 15, 2021. The proposal on capital increase and introduction of strategic investors to the subsidiary Hunan Zhongke Xingcheng Holding Co., Ltd. was deliberated and adopted. The details are as follows: I. overview of the transaction
In order to effectively promote the development strategy of the company’s new energy materials division, optimize the capital structure, provide financial support for the expansion of lithium battery cathode business and accelerate capacity expansion, Zhongke Xingcheng holdings, a wholly-owned subsidiary of the company, plans to raise RMB 1.1 billion by increasing capital and shares, And introduce strategic investor Shenzhen Venture Capital new materials fund for manufacturing transformation and upgrading (limited partnership) (hereinafter referred to as “Shenzhen Venture Capital new materials fund”).
In this regard, the company Hunan Zhongke Xingcheng Technology Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as “Zhongke Xingcheng technology”), Zhongke Xingcheng holdings and Yu Xin and Li Aiwu, the actual controllers of the company, intend to sign the capital increase agreement on Hunan Zhongke Xingcheng Holdings Co., Ltd. with Shenzhen Venture Capital new materials fund 。 Shenzhen Venture Capital new materials fund plans to subscribe for the newly increased registered capital of Zhongke Xingcheng holdings with RMB 900 million. Meanwhile, Zhongke Xingcheng technology, the shareholder of Zhongke Xingcheng holdings, plans to subscribe for the newly increased registered capital of Zhongke Xingcheng holdings with RMB 200 million. After the capital increase, the registered capital of Zhongke Xingcheng holdings is RMB 1.2 billion.
Before the capital and share increase, the shareholding structure of Zhongke Xingcheng is as follows:
Name of shareholder subscribed registered capital subscribed proportion of capital contribution method of capital contribution
(full name) (ten thousand yuan) (%)
Hunan Zhongke Xingcheng Technology Co., Ltd. is invested in 10000100% currency
Total 10000100%
After the capital increase and share expansion, the shareholding structure of Zhongke Xingcheng is as follows:
Name of shareholder subscribed registered capital subscribed proportion of capital contribution method of capital contribution
(full name) (ten thousand yuan) (%)
Hunan Zhongke Xingcheng Technology Co., Ltd. 3000025% monetary contribution
Shenzhen Venture Capital manufacturing transformation and upgrading of new materials 9000075% monetary contribution
Material Fund (limited partnership)
Total 12000100%
According to the proposed capital increase agreement on Hunan Zhongke Xingcheng Holdings Co., Ltd., in order to protect the controlling right and control position of Zhongke Xingcheng technology and the company over Zhongke Xingcheng holdings, after the capital increase, there are three members of the board of directors of Zhongke Xingcheng holdings, including two nominated by Zhongke Xingcheng Technology and one nominated by Shenzhen Venture Capital new materials fund. In addition, Shenzhen Venture Capital new materials Fund agreed to entrust the corresponding voting rights of 30% equity of Zhongke Xingcheng holding after the capital increase to Zhongke Xingcheng technology, so as to ensure that Zhongke Xingcheng technology has 55% voting rights at the shareholders’ meeting, so as to realize the control of Zhongke Xingcheng holding. Therefore, according to the accounting standards for Business Enterprises No. 33 – consolidated financial statements, after the completion of this transaction, the company can still include Zhongke Xingcheng holdings in the scope of consolidated statements.
This transaction has been deliberated and approved at the 9th meeting of the 5th board of directors of the company and needs to be submitted to the general meeting of shareholders for approval. This transaction 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.
2、 Basic information of counterparty
1. Company name: Shenzhen Venture Capital new materials fund for manufacturing transformation and upgrading (limited partnership)
2. Type: limited partnership
3. Main business premises: unit 290301, Luohu business center, No. 2028, Shennan East Road, Chengdong community, Dongmen street, Luohu District, Shenzhen
4. Executive partner: Shenzhen Venture Capital laterite equity investment management (Shenzhen) Co., Ltd
5. Capital contribution: RMB 2.75 million
6. Unified social credit Code: 91440300ma5g926y12
7. Date of establishment: June 28, 2020
8. Business scope: investment management Consulting (if it needs to be approved according to laws, administrative regulations and decisions of the State Council, it can only be operated after obtaining relevant approval documents according to law); non securities business investment, equity investment and venture equity investment (it shall not engage in securities investment activities; it shall not raise funds in public to carry out investment activities; it shall not engage in public fund management business). (if approval is required according to laws, administrative regulations, decisions of the State Council, etc., the business can be operated only after relevant approval documents are obtained according to law).
9. Partners and share proportion
Name of sequential partner subscribed capital contribution No. nature of capital contribution (10000 yuan) proportion
1. General partnership Shenzhen Venture Capital laterite equity investment management (Shenzhen) Co., Ltd. 137500.5%
2 limited partnership national manufacturing transformation and upgrading fund Co., Ltd. 225000081.82%
3 limited partnership Shenzhen guidance fund investment Co., Ltd. 2000007.27%
4 limited partnership Shenzhen Kunpeng Equity Investment Co., Ltd. 1500005.45%
5 limited partnership Shenzhen Luohu guidance fund investment Co., Ltd. 1000003.64%
6 limited partnership Shenzhen Innovation Investment Group Co., Ltd. 362501.32%
Total 2750000 100.00%
10. Affiliated relationship: the company has no affiliated relationship with Shenzhen Venture Capital new materials fund.
11. Other notes: Shenzhen Venture Capital new materials fund is not a dishonest executee.
3、 Basic information of transaction object
1. Overview of the subject company
Enterprise name: Hunan Zhongke Xingcheng Holding Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: Room 102, building 3, Yida Zhongjian intelligent technology center, meixihu street, Yuelu District, Changsha City, Hunan Province
Legal representative: Zhang Bin
Registered capital: RMB 100 million
Unified social credit Code: 91430100ma7cr1ld05
Date of establishment: November 17, 2021
Business scope: holding company services; New material technology development services, consulting, exchange services and transfer services; Sales of lithium ion battery materials, graphene materials, electrical and mechanical equipment and general mechanical equipment; Research and development of mechanical equipment, electrical equipment, electrical technology, special materials and new products; Technology development, consultation and transfer of new energy; Material science research and technology development; Electronic technology transfer; Electronic technology services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Zhongke Xingcheng Holdings has no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration involving assets, and no judicial measures such as seizure and freezing.
3. Main financial data: Zhongke Xingcheng holdings was newly established on November 17, 2021, and there is no main financial data of the latest year.
4、 Main contents of the agreement
At present, the company has not signed the capital increase agreement on Hunan Zhongke Xingcheng Holding Co., Ltd. (hereinafter referred to as the “capital increase agreement”), and the main contents of the proposed capital increase agreement are as follows:
Party A: Shenzhen Venture Capital new materials fund for manufacturing transformation and upgrading (limited partnership)
Party B: Hunan Zhongke Xingcheng Holding Co., Ltd
Party C: Hunan Zhongke Electric Co.Ltd(300035)
Party D: Hunan Zhongke Xingcheng Technology Co., Ltd
Party e: Yu Xin and Li Aiwu (hereinafter referred to as “joint actual controller of the company”)
The above Party A and Party D are collectively referred to as the “investor”.
(i) This transaction arrangement
1. The parties agree that the investor subscribed 110 million yuan to Zhongke Xingcheng holding with 1 yuan / registered capital, of which Shenzhen Venture Capital new materials fund subscribed 90 million yuan for the new registered capital of Zhongke Xingcheng holding, and Zhongke Xingcheng technology subscribed 200 million yuan for the new registered capital of Zhongke Xingcheng holding. The investor’s investment funds are limited to the construction of negative electrode material capacity of lithium battery (including but not limited to investing in negative electrode materials and graphitization production and operation entities such as Yunnan Zhongke Xingcheng graphite Co., Ltd. and Gui’an New Area Zhongke Xingcheng graphite Co., Ltd.), increasing the working capital of Zhongke Xingcheng holdings and other events related to the main business of Zhongke Xingcheng holdings, and the investment funds can not be used for external lending.
2. Payment method and time of investment funds
After the preconditions for payment agreed in the capital increase agreement are fully realized or the investee is exempted in writing, Zhongke Xingcheng holdings shall send a written notice to the investor, which shall confirm that the preconditions for payment have been fully realized and attach a copy of the written document proving that the preconditions for payment have been fully realized. Shenzhen Venture Capital new materials fund shall, within 10 days from the date of receiving the above written notice, remit all the investment funds in one time by telegraphic transfer to the joint management account designated by Zhongke Xingcheng holdings. The interest generated from the investment money in the co managed account shall belong to Shenzhen Venture Capital new materials fund. According to the proportion of paid in capital contribution of Zhongke Xingcheng technology to Zhongke Xingcheng holdings, Shenzhen Venture Capital new materials fund and Zhongke Xingcheng holdings shall agree to release the investment funds in the co management account in batches.
（2） Exit mechanism
1. Stock exchange transaction
(1) On the premise of complying with relevant laws, regulations and regulatory rules, within 24 months from the delivery date of this transaction, the listed company shall take the opportunity to purchase the controlling equity of Zhongke Xingcheng held by Shenzhen Venture Capital new materials fund by means of “issuing shares + paying cash”, in which the cash consideration paid is 30% of the total consideration of the subject equity determined by the share exchange transaction (hereinafter referred to as “Stock exchange transaction”), the stock exchange transaction shall be completed within 36 months from the closing date of this transaction. If due to the valuation of Zhongke Xingcheng holdings or the securities regulatory authorities do not support it, the listed company shall start the stock exchange transaction within 36 months from the delivery date of this transaction and complete it within 48 months. When the stock exchange transaction is started, the overall valuation of Zhongke Xingcheng holdings shall be determined by the listed company and Shenzhen Venture Capital new materials fund through consultation after being evaluated by an evaluation institution with securities qualification.
(2) In the stock exchange trading scheme, the price of the shares issued by the listed company is 80% of the benchmark price of the shares of the listed company, including:
The benchmark price is one of the average prices 20, 60 or 120 days before the pricing benchmark date of the stock exchange transaction. The specific benchmark price shall be determined by the parties through negotiation at that time, but not the highest price, and the stock exchange price shall not be higher than the closing price of the trading day before the announcement date of the resolution of the board of directors of the stock exchange transaction; The pricing benchmark date is the announcement date of the resolution of the board of directors of the listed company to review the stock exchange transaction.
(3) The listed company promises to complete the listed company’s share exchange transaction with Zhongke Xingcheng technology within the above agreed time, including but not limited to passing the examination and registration of Shenzhen Stock Exchange and securities regulatory authorities, and completing the industrial and commercial change registration procedures. The joint actual controller of the company promises to promote the voting of the board of directors and shareholders’ meeting when the listed company deliberates the above share exchange transaction Make the transaction scheme comply with the provisions of this article and vote in favor.
(4) Under the principle agreed in this article, the specific scheme of share exchange transaction shall be negotiated separately by the listed company and Shenzhen Venture Capital new material fund on the premise of meeting the regulations at that time, and the corresponding legal procedures shall be performed.
