Securities code: 002288 securities abbreviation: Guangdong Chaohua Technology Co.Ltd(002288) Announcement No.: 2021-063 Guangdong Chaohua Technology Co.Ltd(002288)
With regard to the announcement on signing the supplementary agreement to the investment cooperation agreement for the copper foil industry base project, 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.
1、 Overview of agreement signing
(i) Agreement signing background
On January 29, 2021, Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as “the company” and “Party B”) and the Management Committee of Guangxi Yuchai Industrial Park (hereinafter referred to as “party a”) have signed the investment cooperation agreement between the Management Committee of Guangxi Yuchai Industrial Park and Guangdong Chaohua Technology Co.Ltd(002288) copper foil industrial base project (hereinafter referred to as “the cooperation agreement”). For details, please refer to the “agreement on signing” disclosed by the company on cninfo.com on February 1, 2021
<铜箔产业基地项目投资合作协议>
The second meeting of the sixth board of directors, the second meeting of the sixth board of supervisors and the second extraordinary general meeting in 2021 considered and adopted the
<铜箔产业基地项目投资合作协议>
For details, see the relevant announcements disclosed by the company on cninfo.com on February 1, 2021 and February 19, 2021.
At present, according to the original cooperation agreement, The Management Committee of Guangxi Yuchai Industrial Park has established a wholly-owned project company “Guangxi Chaohua High Tech Co., Ltd” (hereinafter referred to as “Chaohua high tech” or “project company”) in Yulin through Guangxi advanced equipment manufacturing city (Yulin) Investment Development Co., Ltd. (hereinafter referred to as “Guangxi advanced”) and Party B has established a wholly-owned project company in Yulin “Guangxi Chaohua Industry Co., Ltd.” (hereinafter referred to as “Chaohua industry”).
In order to further accelerate the project construction agreed in the original cooperation agreement, both parties have reached the supplementary agreement on the investment cooperation agreement of copper foil industrial base project. （2） Review procedure
The company held the 8th meeting of the 6th board of directors and the 7th Meeting of the 6th board of supervisors on December 14, 2021 to review and approve the signing of
<铜箔产业基地项目投资合作协议之补充协议>
Independent directors express independent opinions and agree to sign the supplementary agreement. According to the Shenzhen Stock Exchange Stock Listing Rules, the articles of association and other relevant provisions, the signing of the project investment agreement does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies. The proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The supplementary agreement was discussed and decided at the executive meeting of Yulin Municipal People’s Government on December 13, 2021 and agreed to sign an agreement with the company.
2、 Main contents of supplementary agreement
Party A: Guangxi Yuchai Industrial Park Management Committee
Party B: Guangdong Chaohua Technology Co.Ltd(002288)
(i) Project implementation subject
Since Chaohua high tech has undertaken the investment and construction of the first phase of 50000 tons of electronic copper foil and 10 million high-end core plates, Party A and Party B decide that Chaohua high tech will still be the implementation subject of this cooperation project.
（2） Adjustment of equity structure and financing and investment of Chaohua hi tech
In order to further accelerate the implementation of the project, Party A and Party B decided to make the following changes to the equity structure and investment and financing arrangements of the project company after negotiation:
2.1 Party B, the investor designated by Party A and the investor designated by Party B jointly establish a copper foil project fund (hereinafter referred to as “copper foil fund”), based on the capital requirement of 1.35 billion yuan of Chaohua high tech project corresponding to the fixed asset investment of 4.5 billion yuan in the first phase of the project, of which the investor designated by Party A subscribes 810 million yuan (the subscription of Guangxi advanced shall not be less than RMB 100 million), and Party B and the investors designated by Party B shall subscribe for RMB 540 million.
2.2 after the establishment of the copper foil fund, the equity of Chaohua hi tech held by Guangxi advanced was transferred to the copper foil fund and Chaohua industry in accordance with laws and regulations. Among them, 90% of the copper foil fund and 10% of Chaohua industry were transferred. Party A and its related parties recovered all the investment principal and interest according to the principle of “no premium, full coverage and full recovery of principal and interest”, And release all guarantees provided by Party A and related parties to Chaohua high tech. After the transfer, Party B shall bear all liabilities and contingent liabilities of Chaohua high tech confirmed by both parties. After the copper foil fund is raised by stages, the copper foil fund will increase the capital of Chaohua high tech.
2.3 the fund manager (executive partner) and the general partner (GP) of the copper foil fund shall be the investor designated and controlled by Party B, and the investor designated by Party A and other investors designated by Party B shall be the limited partner (LP) of the copper foil fund. If Party B deems it necessary, Party B has the right to designate other investors as the general partner (GP), but it does not affect Party B’s status and decision-making power as an executive partner.
2.4 the fund manager designated and controlled by Party B shall be fully responsible for the daily operation, management and voting rights of the copper foil fund. The copper foil fund may establish an investment decision-making committee with 5 members, including 1 Director, at least 3 members (including the chairman) appointed by Party B and 1 member appointed by Party A. more than half of all the members of the investment decision-making committee shall be agreed or approved.
2.5 the term, investment return mode and exit mechanism of the copper foil fund shall be separately agreed by Party A and Party B.
（3） Corporate governance structure of Chaohua hi tech
3.1 after the establishment of the equity structure of Chaohua hi tech, Chaohua hi tech held the shareholders’ meeting and the board of directors to elect new directors, supervisors and appoint senior managers.
3.2 during the completion and operation of phase I project, Party A may put forward reasonable suggestions and supervise the project construction and operation to Party B, but shall not interfere with or affect the normal construction, production and operation of Chaohua high tech.
（4） Investment promotion policy
4.1 Party A shall ensure the implementation of all investment promotion policies in the original cooperation agreement, and strive to enable Party B and cooperative projects to enjoy the most preferential policies for investment promotion in Guangxi Zhuang Autonomous Region.
4.2 in view of the high investment intensity and high proportion of new equipment fixed assets in Chaohua high tech project, Party A actively assists Party B and Chaohua high tech to break through the total amount limit according to “one case, one discussion” under the principle that the proportion of reward and subsidy support for new fixed assets by the governments of Guangxi Zhuang Autonomous Region and Yulin city remains unchanged.
（5） Special agreement
The obligations to be performed by Party B as agreed in this supplementary agreement shall be performed by Party B within three months after the signing of this agreement.
3、 Impact on the company
The supplementary agreement to the investment cooperation agreement for the copper foil industry base project signed this time refers to the adjustment of the equity structure and financing and investment arrangements of Chaohua high tech in order to further accelerate the project construction agreed in the original cooperation agreement. It will not have a significant impact on the company’s production and will not damage the legitimate interests of listed companies and shareholders. The performance of the agreement does not affect the business independence of the company. The company will pay close attention to the follow-up progress, timely fulfill the obligation of information disclosure according to the requirements of laws and regulations, and invite investors to pay attention to preventing investment risks.
4、 Documents for future reference
1. Resolutions of the 8th meeting of the 6th board of directors of the company;
2. Independent opinions of the company’s independent directors on matters related to the eighth meeting of the sixth board of directors;
3. Resolutions of the 7th Meeting of the 6th board of supervisors;
4. Supplementary agreement to the investment cooperation agreement of copper foil industry base project.
It is hereby announced.
Guangdong Chaohua Technology Co.Ltd(002288) board of directors December 14, 2001
