Securities code: 300173 securities abbreviation: Funeng Oriental Equipment Technology Co.Ltd(300173) Announcement No.: 2021-120 Funeng Oriental Equipment Technology Co.Ltd(300173)
Progress announcement on the transfer of equity of holding subsidiaries
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
Funeng Oriental Equipment Technology Co.Ltd(300173) (hereinafter referred to as “the company” or ” Funeng Oriental Equipment Technology Co.Ltd(300173) “) convened the 20th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors on November 9, 2021, deliberated and adopted the proposal on the transfer of equity of holding subsidiaries, and agreed to the company’s transfer of Foshan Heyue Investment Co., Ltd. (hereinafter referred to as “Heyue investment”) ）It holds 35% of the equity of Foshan Funeng Zhizao Technology Co., Ltd. (hereinafter referred to as “Funeng Zhizao”). For details, see the announcement on the transfer of equity of holding subsidiaries (Announcement No.: 2021-109) published on cninfo.com.cn on November 11, 2021.
2、 Transaction progress
Recently, the company learned that Heyue investment has obtained the approval of the competent examination and approval department on this transaction, and the company will hold the first extraordinary general meeting of shareholders in 2022 on January 10, 2022, Review the proposal on the transfer of equity of holding subsidiaries (for details, see the announcement on convening the first extraordinary general meeting of shareholders in 2022 published by the company on cninfo.com.cn on December 23, 2021). This transaction is finally subject to the review results of the general meeting of shareholders.
According to the agreement of both parties, the company will sign the equity transfer agreement with Heyue investment after the transaction is reviewed by the general meeting of shareholders, and pay the cash consideration of 95.795 million yuan to Heyue investment within 5 working days after the agreement is sealed and takes effect. Heyue investment will cooperate with the company to complete the industrial and commercial change registration.
Meanwhile, the company signed the supplementary agreement with Funeng Zhizao, Foshan Chancheng District Economic and Technological Promotion Bureau and Foshan Chancheng District Zhangcha sub district office. As a supplement to the plot development agreement signed by Funeng Zhizao, Foshan Chancheng District Economic and Technological Promotion Bureau and Foshan Chancheng District Zhangcha sub district office on January 6, 2021, it is agreed as follows:
1. After the completion acceptance of the competing parcel construction project, Funeng Zhizao shall deliver 5355 m to the designated person before April 17, 2025 (if Foshan natural resources bureau or other authorities adjust the completion time limit of the state-owned construction land use right transfer contract, the adjusted completion date shall prevail) ² For the industrial plant property, Zhangcha sub district office of Chancheng District, Foshan City or its designee is not required to pay the 5355 m to Funeng Zhizao or other parties ² Any consideration for industrial plant property.
2. If Funeng Zhizao still fails to fulfill the obligation of full delivery or full delivery of the property 12 months overdue, or Funeng Zhizao finally fails to deliver the property due to termination of development and other reasons, Zhangcha sub district office of Chancheng District, Foshan City or its designee has the right to require Funeng Zhizao to pay compensation, interest and liquidated damages for the undelivered property. Specific calculation: (1) the amount of property compensation is calculated based on the area of the undelivered property made by Funeng Zhizao and the total price is 4200 yuan / m2; (2) the interest is based on the amount of undelivered property compensation mentioned above, which is calculated at an annual interest rate of 6% from the date when Funeng Oriental Equipment Technology Co.Ltd(300173) pays 95.795 million yuan of cash consideration to Heyue investment to the date when the property should be delivered; (3) The liquidated damages shall be calculated from the date when Funeng Zhizao delays in delivering the property, based on the property compensation not delivered by Funeng Zhizao, and shall be calculated and paid at 0.02% per day until Funeng Zhizao pays off the property compensation. After Funeng Zhizao pays the compensation and liquidated damages, the undelivered property does not need to be paid to the designated person of Zhangcha sub district office, Chancheng District, Foshan City Pay. In addition, if Funeng Zhizao fails to deliver the property and needs to pay the property compensation, interest and liquidated damages as agreed above, Funeng Zhizao agrees to calculate and pay the interest to the designated person of Zhangcha sub district office, Chancheng District, Foshan City, and shall also calculate and pay the liquidated damages as agreed.
3. Funeng Oriental Equipment Technology Co.Ltd(300173) voluntarily act as the joint and several guarantee guarantor for Funeng Zhizao’s performance of this agreement, and bear joint and several guarantee liabilities within the scope of property compensation, interest and liquidated damages payable by Funeng Zhizao to Zhangcha sub district office of Chancheng District, Foshan or its designee, with a guarantee period of 3 years from April 17, 2025. 3、 Deliberations
1. The company held the 20th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors on November 9, 2021, deliberated and adopted the proposal on the transfer of equity of holding subsidiaries, and agreed to sign the equity transfer agreement with Heyue investment and Funeng Zhizao. Since the supplementary agreement to be signed this time has not changed significantly compared with the transaction scheme and relevant terms agreed in the above equity transfer agreement, the supplementary agreement to be signed this time does not need to be submitted to the board of directors of the company for deliberation.
2. According to the supplementary agreement, this transaction involves the company providing guarantee to the holding subsidiary, and the guarantee amount is expected to not exceed 35 million yuan. According to the proposal on adjusting the company’s external guarantee amount and related party transactions deliberated and adopted at the 11th meeting of the Fifth Board of directors held on April 13, 2021, the guarantee amount provided by the company to Funeng Zhizao is no more than 400 million yuan. As the guarantee balance provided by the company for Funeng Zhizao is still within the annual guarantee limit, the company’s guarantee for Funeng Zhizao in this transaction does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. The company will examine and approve external guarantees in strict accordance with relevant laws, regulations and system documents to control the company’s financial risks.
3. The above transactions still need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the final result shall be subject to the deliberation result of the general meeting of shareholders.
It is hereby announced.
Funeng Oriental Equipment Technology Co.Ltd(300173) board of directors
December 23, 2021
