Securities code: 002221 securities abbreviation: Oriental Energy Co.Ltd(002221) Announcement No.: 2021-095 Oriental Energy Co.Ltd(002221)
Announcement on joint investment with professional investment institutions
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、 Transaction overview
1、 Oriental Energy Co.Ltd(002221) (hereinafter referred to as the "company" or " Oriental Energy Co.Ltd(002221) ") intends to sign the contract of Agricultural Bank of China investment Ningbo new material debt to equity investment plan (hereinafter referred to as the "investment plan contract") with Agricultural Bank of China Financial Asset Investment Co., Ltd. (hereinafter referred to as the "Agricultural Bank of China investment") and Agricultural Bank Of China Limited(601288) Beijing branch to establish the "Agricultural Bank of China investment Ningbo new material debt to equity investment plan" (hereinafter referred to as the "investment plan contract") "Investment plan"). The company and Agricultural Bank of China investment are the clients; The manager invests in Agricultural Bank of China; The custodian is Agricultural Bank Of China Limited(601288) Beijing Branch. The total investment scale of the investment plan shall not exceed RMB 800 million (the actual investment scale shall be subject to the amount of subscription funds actually paid by the client to the investment plan custody account as of the establishment date of the investment plan).
All the funds raised under the investment plan shall be used for Oriental Energy Co.Ltd(002221) (Ningbo) new materials Co., Ltd. (hereinafter referred to as "Ningbo new materials" or "target enterprise") ）For equity investment, the remaining funds after completing the agreed equity investment contribution obligations can be used as bank deposits. The shares of the company and Agricultural Bank of China in subscribing for the investment plan shall not be less than 100 million but not more than 400 million, that is, the amount of all subscription funds payable shall not be less than RMB 100 million but not more than RMB 400 million.
2. The company held the 33rd meeting of the 5th board of directors on December 22, 2021 and deliberated and adopted the proposal on joint investment with professional investment institutions. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this investment is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3. This investment does not involve related party transactions, nor does it constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies.
2、 Basic information of other co investors
Enterprise name: Agricultural Bank of China Financial Assets Investment Co., Ltd
Enterprise nature: limited liability company (sole proprietorship of legal person)
Unified social credit code 91110108ma00gp8h2h
Legal representative: Jiang Haiyang
The registered capital is 20 billion yuan
Registered address: a 23 Fuxing Road, Haidian District, Beijing
Business scope (I) to acquire the creditor's rights of the bank to the enterprise for the purpose of debt to equity conversion, convert the creditor's rights into equity and manage the equity; （2） Restructure, transfer and dispose the creditor's rights that cannot be converted into shares; (3) invest in the equity of the enterprise for the purpose of debt to share conversion, and the enterprise will use all the equity investment funds to repay the existing creditor's rights; (4) raise funds from qualified investors according to law and regulations, and issue private asset management products to support the implementation of debt to share conversion; (5) issue financial bonds; （6） Integrate funds through bond repurchase, inter-bank borrowing, inter-bank borrowing, etc.; (7) carry out necessary investment management on self operated funds and raised funds. Self operated funds can carry out businesses such as depositing with other banks, interbank lending, Purchasing Treasury bonds or other fixed income securities, and the use of raised funds shall meet the agreed purpose of fund raising; （8） Financial consulting and consulting services related to debt to equity swap business; (9) other businesses approved by the banking regulatory authority under the State Council. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Business term: August 1, 2017 to no fixed term
Shareholders Agricultural Bank Of China Limited(601288) hold 100% equity
Related parties not belonging to the company
3、 Basic information of investment plan
1. The name of the investment plan is "Agricultural Bank of China investment - Ningbo new material debt to equity investment plan", which is a collective private placement closed equity asset management product. The operation mode is closed. During the period from the establishment date to the termination date, no application for subscription or redemption of investment plan shares is accepted.
2. Investment plan scale
The total scale of the investment plan shall not exceed RMB 800 million (the actual scale of investment shall be subject to the amount of subscription funds actually paid by the client to the investment plan custody account as of the establishment date of the investment plan).
The par value of each share of the investment plan is RMB 1.00. The client enjoys the right of return on the investment plan based on its shares, including but not limited to the right to obtain the manager's right to distribute the property rights and interests of the investment plan and the right to transfer the beneficial right of the investment plan and obtain consideration.
3. Investment scope and subject matter
All the funds raised under the investment plan shall be used for equity investment in Ningbo new materials, and the remaining funds after completing the agreed equity investment contribution obligations can be used as bank deposits.
4. Duration of investment plan
The duration of the investment plan is 5 + n years, calculated from the investment plan contribution date. At the expiration of the duration of the investment plan, the manager may extend the duration of the investment plan in accordance with the contract without limitation, provided that it is no later than the withdrawal date of the equity of the subject enterprise of the investment plan, and the general meeting of the holders and the manager reach a consensus and form a written opinion agreeing to the extension, For each extension, the shareholders' meeting and the manager shall reach a consensus and form a written opinion agreeing to the extension.
4、 Main contents of transaction agreement
The investment plan is established by ABC investment in accordance with relevant regulations and mainly invests in market-oriented debt to equity assets. ABC investment pays the income to the client according to the conditions agreed in the investment plan contract and the actual investment income, but does not promise the principal payment and income level to the client, nor does it guarantee that there is no risk in the application and disposal of the investment plan property.
(i) Payment of investment plan funds
1. Capital delivery period
The client shall pay the subscription funds within 90 days from the effective date of this contract or within a longer period reasonably determined by ABC investment in accordance with laws, regulations and this contract (but in any case, the date of expiration of the fund payment period shall not be later than the capital contribution date agreed in the transaction documents).
If the subscription funds actually paid by all clients under the plan have reached their subscription limit before the expiration of the above-mentioned fund payment period, ABC investment shall immediately notify the client and custodian in writing to end the payment of the client's subscription funds. The plan will no longer accept any share subscription application from the date when the manager issues the above notice.
2. Principal and subscription amount
When the investment plan contract is signed, the client is Oriental Energy Co.Ltd(002221) and ABC investment. Both Oriental Energy Co.Ltd(002221) and ABC investment subscribe for no less than 100 million but no more than 400 million shares of the investment plan, That is, the amount of all subscription funds payable shall not be less than RMB 100 million but not more than RMB 400 million (the actual investment scale of the plan shall be subject to the amount of subscription funds actually paid by the client to the custody account of the investment plan as of the establishment date of the investment plan).
If the subscription fund actually paid by the trustor to the custody account is less than RMB 100 million at the expiration of the fund payment period, the investment plan has not been established, the investment plan contract and other legal documents will be automatically terminated, and ABC investment shall return the corresponding subscription fund and interest to the trustor.
3. Contribution
After the establishment of the investment plan, subject to the provisions of the transaction documents, ABC investment shall further transfer all subscription funds paid by the client from the "investment plan custody account" to the "target enterprise supervision account" on the capital contribution date, so as to complete the obligation to pay the corresponding capital increase under the transaction documents.
4. Registration of investment plans
ABC investment shall apply to the registration authority for pre registration of the debt to equity investment plan 5 working days before the issuance of the investment plan, and obtain a unique product code from the registration authority. ABC investment shall apply for the debt to equity investment plan and the share registration of each holder within 3 working days from the date of establishment of the investment plan.
（2） Application of investment plan funds
After the establishment of the investment plan, ABC investment can only use all the subscription funds of the investment plan for equity investment in Ningbo new materials, and take the dividends obtained after obtaining the equity of the target enterprise as all the income of the investment plan. The above remaining funds can be used as bank deposits only when there is still surplus after completing the equity investment obligations agreed in the transaction documents, And the interest of the bank deposit is included in the income of the investment plan. Some transaction elements are as follows:
1. Investment amount of the investment plan: the total amount is 800 million yuan only (subject to the amount of subscription funds actually paid by the client to the custody account as of the establishment date of the investment plan).
2. Target enterprise: Oriental Energy Co.Ltd(002221) (Ningbo) new materials Co., Ltd.
3. Purpose of capital: it is used to increase the capital of the target enterprise, and the target enterprise uses the capital increase price obtained according to the purpose agreed in the account supervision agreement.
4. Term: 60 + n months, calculated from the date of capital contribution.
5. Profit distribution: the target enterprise shall pay in cash for the profit distribution of the previous year before July 31 of each year.
（3） Investment plan income
The income of this investment plan is the income generated by ABC Investment Investing in the target enterprise according to the provisions of the transaction documents, including: the profit distribution of the target enterprise during the period when ABC investment holds the equity of the target enterprise on behalf of this investment plan; The distribution obtained after the liquidation of the subject enterprise; The consideration obtained from the disposal / transfer of the subject enterprise; Other income arising from the operation and management of investment plan funds.
（4） Valuation of investment plan property
The investment plan is subject to net value management. The net value is generated by the manager's Agricultural Bank of China investment, calculated by the custodian and reported quarterly, The external audit institution shall conduct audit confirmation (if necessary) and submit it to the regulatory authority at the same time. The financial assets shall adhere to the principle of fair value measurement. The specific measurement, investment plan, property evaluation method, valuation method and procedure shall be determined through consultation between the manager and the custodian and implemented in accordance with the custody agreement signed between the manager and the custodian.
The last working day of each quarter, the benchmark date of income distribution and the termination date of the investment plan are the "valuation date" of the investment plan. The manager and the custodian shall value the investment plan property within 15 working days after the valuation date respectively. The valuation date of the investment plan can be adjusted after the agreement between the manager and the custodian. （5） Distribution of investment income during the duration
During the duration of the plan, ABC investment shall distribute cash income to the target enterprise according to the transaction documents and the articles of association of the target enterprise each time it receives the investment plan ("income distribution base date") ）After that, calculate the corresponding income that can be distributed to the client in the plan, and within 10 working days after the base date of income distribution, deduct any expenses advanced by the manager for the benefit of the client, management fees that should be paid but not paid, custody fees, taxes and expenses that should be paid from the property of the investment plan from the income of the current investment plan, All are distributed to the client. Each client shall distribute among themselves in proportion to their respective investment plan shares.
（6） Property distribution of the investment plan after the termination of the plan
When the investment plan is terminated, the manager will distribute the assets available for distribution to the client according to the agreed liquidation and distribution procedures. The assets available for distribution shall be distributed among the principals according to the proportion of their respective shares. "Assets available for distribution" refers to all investment plan properties in cash and non cash form (if any) after deducting all taxes, expenses and investment plan liabilities borne by the investment plan properties at that time.
（7） Rights and obligations of the client
1. The client has the right to obtain the relevant income generated from the operation of the property and participate in the distribution of assets available for distribution after liquidation in accordance with the investment plan contract and other investment plan legal documents; Have the right to know the management, application, disposal and revenue and expenditure of the investment plan property, and have the right to require the manager to make explanations; Have the right to inquire, copy or copy the accounts related to the property of the investment plan; If the manager violates the legal documents of the investment plan or violates the management responsibilities specified in Yin Bao Jian Fa [2020] No. 12 document, resulting in the loss of the property of the investment plan, it has the right to apply to the people's court to revoke the disposal, and has the right to require the manager to restore the original state or compensate; If the manager disposes of the investment plan property in violation of the purpose of the investment plan or violates the management responsibilities specified in Yin Bao Jian Fa [2020] No. 12 document, the client has the right to dismiss the manager according to the contract or apply to the people's court for dismissal; The trustor has the right to attend the general meeting of the holders and exercise the voting right in accordance with the provisions of this contract.
2. The client shall timely pay the subscription funds as required, and ensure that the funds paid to the manager for management and use are from legal sources and legally owned or managed by it; The client confirms that it is a qualified investor and ensures that it has a high awareness and tolerance of financial risks such as investment plan risks; The client confirms that it has the power and authorization to sign legal documents including the investment plan contract, and it has completed all necessary approval or authorization procedures for the signing; The client shall not require the manager to manage the property of the investment plan and obtain benefits through any illegal means or management means, and the client shall not achieve illegal purposes through the investment plan; The trustor shall accept and implement the resolutions made by the shareholders' meeting according to law.
（8） Rights and obligations of managers
1. The manager has the right to independently manage, use and dispose of the investment plan property in his own name in accordance with the regulations; After the establishment of the investment plan, the custodian account shall be opened in the name of the manager, and the rights include the disposal of monetary capital assets, allocated funds
