Dianguang Explosion-Proof Technology Co.Ltd(002730)
Stock Code: 002730 stock abbreviation: Dianguang Explosion-Proof Technology Co.Ltd(002730) Announcement No.: 2022-001 Dianguang Explosion-Proof Technology Co.Ltd(002730)
Announcement on the progress of foreign investment
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.
Dianguang Explosion-Proof Technology Co.Ltd(002730) (hereinafter referred to as “the company”), Hebei xinsida Motor Co., Ltd. (hereinafter referred to as “xinsida”) and its shareholder Li Xudong signed the framework agreement on capital increase of Hebei xinsida Motor Co., Ltd. (hereinafter referred to as “the framework agreement”) on October 31, 2021. The above matters have been deliberated and adopted at the 21st Meeting of the Fourth Board of directors of the company, See Dianguang Explosion-Proof Technology Co.Ltd(002730) announcement on signing the capital increase framework agreement of Hebei xinsida Motor Co., Ltd. (Announcement No.: 2021-040) disclosed by the company for details. Since the signing of the framework agreement, all parties to the transaction have actively promoted the implementation of the project. Through communication between the company and all parties to the transaction, The parties to the transaction signed the capital increase agreement of Hebei xinsida Motor Co., Ltd. and the equity transfer agreement of Hebei xinsida Motor Co., Ltd. (hereinafter collectively referred to as the “transaction agreement”) in Gaocheng District, Shijiazhuang City, Hebei Province on December 30, 2021. This transfer and capital increase are package transactions. The specific circumstances are hereby announced as follows: 1 Basic information of xinsida
(i) When the transaction agreement was signed, the equity structure of xinsida was as follows:
No. name of shareholder number of shares (shares) shareholding ratio (%)
1 Li Xudong 3400000053.9683
2 Li Jianjun 18610002.9540
3 Li Zhiqiang 52164008.2800
4 Li Gangjun 22600003.5873
5 Guo Jian 6500001.0317
6 Ma Cuilian 1160000.1841
7 Li Xinzhen 7300001.1587
8 Yang Liping 22579623.5841
9 magnetic energy enterprise management consulting (Shijiazhuang) Center (limited partnership) 1580863825.0931
Dianguang Explosion-Proof Technology Co.Ltd(002730)
10 Hebei Xiangci Technology Co., Ltd. 1000000.1587
Total 630000000100
（2） Basic information of original shareholders of xinsida
1, Li Xudong, China nationality, ID number: 13040319**********, address: Changan District, Shijiazhuang, Hebei.
2, Li Jianjun, China nationality, ID number: 13040319********** address: Changan District, Shijiazhuang, Hebei.
3, Li Zhiqiang, China nationality, ID number: 13040619**********, address: Xinhua District, Shijiazhuang, Hebei.
4, Li Gangjun, China nationality, ID number: 13040319**********, address: Xinhua District, Shijiazhuang, Hebei.
5, Guo Jian, China nationality, ID number: 13040319**********, address: Xinhua District, Shijiazhuang, Hebei.
6, Ma Cui Lian, China nationality, ID number: 13010519**********, address: Xinhua District, Shijiazhuang, Hebei.
7, Li Xinzhen, China nationality, ID number: 13040319**********, address: Handan, Hebei province Cong Tai District * * * * * * * *.
8, Yang Liping, China nationality, ID number: 13040319**********, address: Xinhua District, Shijiazhuang, Hebei.
9. Magnetic energy enterprise management consulting (Shijiazhuang) Center (limited partnership), unified social credit Code: 91130182ma7d700d6t, executive partner: Li Xudong, domicile: 166 Jichang Road, Zhangjiazhuang Town, Gaocheng District, Shijiazhuang City, Hebei Province, enterprise type: limited partnership, business scope: other professional consulting and investigation. Enterprise management consulting, market information consulting, conference services, marketing planning, exhibition services, brand packaging and promotion services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
10. Hebei Xiangci Technology Co., Ltd., unified social credit Code: 91130182ma7c6t5jx5, legal representative: Li Xudong, domicile: No. 68, Jichang Road, Zhangjiazhuang Town, Gaocheng District, Shijiazhuang City, Hebei Province, enterprise type: limited liability company (invested or controlled by natural persons), registered capital of 34.1 million yuan, 99.71% held by Li Xudong and 0.29% held by Lu Ruiping, Business scope: energy saving technology promotion services. Energy saving technology research and development
Dianguang Explosion-Proof Technology Co.Ltd(002730) technology promotion and technical services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
The original shareholders of xinsida and xinsida are not dishonest Executees. 2、 Main contents of the agreement Party A: Dianguang Explosion-Proof Technology Co.Ltd(002730) Party B: original shareholder of xinsida target company: Hebei xinsida Motor Co., Ltd
1. All parties agree that Party B transfers 24.06% of the shares of the target company to Party A, totaling 15160500 shares (hereinafter referred to as “share transfer”), with a total transfer price of RMB 12994714.3. At the same time, the target company issues an additional 43.31 million shares, which are subscribed by Party A at the price of RMB 1 / share. Through this capital increase, The registered capital of the target company is RMB 106.31 million, of which Party A holds 55% equity and holds 58470500 shares in total, and Party B holds 45% equity and 47839500 shares (hereinafter referred to as “capital increase”). The above transactions are collectively referred to as “this transaction”.
2. After the completion of this transaction, the equity structure of the target company is shown in the table below:
No. shareholder name / registered capital subscribed shares shareholding ratio
(RMB / yuan) (%)
1 Dianguang Explosion-Proof Technology Co.Ltd(002730) 58,470,50058,470,50055
2 li Xudong 258181432581814324.2857
3 Li Jianjun 14131641.3293
4 Li Zhiqiang 396111139611113.726
5 Li Gangjun 17161471.6143
6 Guo Jian 4935824935820.4643
7 Ma Cuilian 88085850.0829
8 Li Xinzhen 5543315543310.5214
9 Yang Liping 17146001714601.6128
10 magnetic energy enterprise management consulting (Shijiazhuang) 1200440211.2919
Heart (limited partnership)
11 Hebei Xiangci Co., Ltd. 75935759350.0714
Total 106310000106310000100
3. Within two days after the signing of the transaction agreement, the target company convened the shareholders’ meeting, the board of directors and the board of supervisors to adopt the relevant resolutions on the capital increase, elect new legal representatives, directors, supervisors and senior managers, and adopt the new articles of association of the target company.
4. The target company shall, within three days after the signing of this agreement, apply for the change registration formalities in Hebei equity exchange and in industry and Commerce (including but not limited to the change of the company’s registered capital)
Dianguang Explosion-Proof Technology Co.Ltd(002730) the articles of association containing Party A’s name, capital contribution, shareholding ratio and other information shall be submitted to the administrative department for Industry and Commerce for filing for the directors, supervisors and senior managers nominated by Party A, And obtain the new business license of enterprise legal person of the target company within three days from the date of application (“completion of industrial and commercial change registration”, and the date of obtaining the new business license of enterprise legal person of the target company is the “completion date of industrial and commercial change registration”).
5. The completion date of the industrial and commercial change registration of this transaction is the base date of this transaction. Party A becomes the shareholder of the target company from the base date of the transaction, enjoys all shareholder rights and undertakes corresponding shareholder obligations in accordance with the provisions of the law, this Agreement and the articles of association.
6. The capital increase of 43.31 million yuan subscribed by Party A shall be paid in two phases, the first phase is 14.5 million yuan and the second phase is 28.81 million yuan.
7. After the completion of this transaction, the legal representative of the target company shall be the chairman; Li Xudong, the former shareholder, will continue to serve as the general manager of the target company; The chief financial officer and cashier of the company shall be appointed by Party A.
8. Party B promises to complete the annual business indicators and performance appraisal according to the business plan formulated by the board of directors during the service period for the target company. As confirmed by all parties, the business objectives of the target company from 2022 to 2026 are as follows: the sales revenue in 2022 will increase by more than 60% compared with that in 2021, and the average annual compound growth rate of sales revenue in 2023 and subsequent years will not be less than 30%. All parties confirm that when the target company develops to a certain stage, capitalization operation of the target company can be considered.
9. The agreement shall come into force as of the date when it is duly signed by all parties or their authorized representatives.
10. For all disputes arising from or in connection with this agreement, either party has the right to submit the dispute to the people’s court in the place where the plaintiff is located for jurisdiction.
The company will timely perform the obligation of information disclosure according to the follow-up progress and the requirements of relevant laws and regulations. Please pay attention to investment risks. 3、 Documents for future reference
1. Capital increase agreement of Hebei xinsida Motor Co., Ltd;
2. Equity transfer agreement of Hebei xinsida Motor Co., Ltd.
It is hereby announced.
Dianguang Explosion-Proof Technology Co.Ltd(002730) board of directors January 4, 2022
