Guangdong High Dream Intellectualized Machinery Co.Ltd(300720)
And
Chengdu Xintong Technology Co., Ltd
And
Li Rui
And
Chengdu Xintong Software Co., Ltd
Investment agreement
January 2002
catalogue
Article 1 Definition and interpretation Article 2 basic information of the target company Article 3 trading scheme Article 4 equity transfer Article 5 convertible loan Article 6 performance commitment Article 7 representations, warranties and commitments Article 8 tax payment Article 9 termination and dissolution of the agreement Article 10 confidentiality Article 11 force majeure Article 12 liability for breach of contract Article 13 applicable law and dispute resolution Article 14 notice and service Article 15 establishment and effectiveness of the agreement Article 16 others thirty-two
This agreement is signed by the following parties in Chengdu on January 4, 2022.
Party A: Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) , legal representative: Ying Zheng, unified social credit Code: 91440606766570429d
Party B: Chengdu Xintong Technology Co., Ltd., legal representative: Li Rui, unified social credit Code: 91510100762253119t
C: Li Rui, ID number: 610113197206110030, residence: 506 tower 4 tower, Garden Road, Haidian District, Beijing 506
Party D: Chengdu Xintong Software Co., Ltd., legal representative: Li Rui, unified social credit Code: 91510100689039211j
The above Party A, Party B, Party C and Party D are respectively or separately referred to as “one party” and “all parties”, and mutually referred to as “the other party” and “the other party”.
Whereas:
1. Ding Fang Chengdu Xintong Software Co., Ltd. (hereinafter referred to as the “target company”) was established in June 2009. Its legal representative is Li Rui, with a registered capital of 30 million yuan, and its registered address is building 6, high tech Incubation Park, north section of Tianfu Avenue, Chengdu high tech Zone. It is an enterprise focusing on the development and industrialization of radio products of communication base stations. 2. Party A was established on August 26, 2004. It is a joint stock limited company listed on the gem of Shenzhen Stock Exchange and effectively exists. The stock code is 300720 and the total number of shares is 194400000. 3. Party B is the shareholder of the target company and holds 100% of the equity of the target company.
4. Party C is the actual controller of Party B and the target company.
5. Party A, Party B and Party C signed the cooperation intention agreement on September 26, 2021 to reach cooperation intention on the equity transfer of the target company and the provision of convertible loans by Party A to Party C.
In order to clarify the rights and obligations of each party and protect the legitimate rights and interests of each party, on the basis of equality, mutual benefit and consensus, and in accordance with the principles of fairness, impartiality and reasonableness, the following agreements are reached and implemented jointly on the equity transfer of the target company and the provision of convertible loans by Party A to Party C. Article 1 Definition and interpretation
In this agreement, unless otherwise expressly provided or the context otherwise requires, the following terms shall have the following definitions:
The target company refers to Chengdu Xintong Software Co., Ltd
Xintong technology refers to Chengdu Xintong Technology Co., Ltd
A share refers to domestic listed RMB ordinary shares
The Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) Hecheng agreement / this agreement signed by all parties refers to the investment agreement between duxintong Technology Co., Ltd., Li Rui and Chengdu Xintong Software Co., Ltd
Party A purchases 20% of the equity of the target company held by Party B in cash. This transaction means that Party A provides Party C with a convertible loan of 80 million yuan, and therefore obtains unconditional equity exchange for the target company
In this equity transfer, Party A shall purchase 20% equity of the target company held by Party B in cash
In this convertible loan, Party A provides Party C with a convertible loan of 80 million yuan, and therefore obtains unconditional equity exchange for the target company
Party A shall exercise the stock exchange right under the convertible loan to Party C or the stock exchange index
The enterprise under its control purchases the equity of the target company it holds
The target equity refers to the 20% equity of the target company held by Party B
Equity delivery date refers to the date when both parties complete equity transfer and other equity delivery procedures
The appraisal base date refers to August 31, 2021
From the appraisal base date (excluding the current day) to the equity delivery date (including the current transition period)
Period of (day)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Laws and regulations refer to the laws, regulations, administrative rules or other laws in force in China
Generally legally binding normative documents, including those modified, amended, supplemented, interpreted or re enacted from time to time
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Article 2 basic information of the target company
Company name: Chengdu Xintong Software Co., Ltd
1. Date of establishment: June 9, 2009
2. Legal representative: Li Rui
3. Registered capital: 30 million yuan
4. Registered address: Building 6, high tech Incubation Park, north section of Tianfu Avenue, Chengdu high tech Zone
5. Main office address: 19th floor, block B, No. 333 Dehua Road, high tech Zone, Chengdu, Sichuan
6. Company nature: limited liability company
7. Unified social credit Code: 91510100689039211j
8. Main business scope: R & D, production (only branches operate in the Industrial Park), sales of computer software, hardware and auxiliary equipment; System integration; Provide data processing services and provide technical consultation, technology transfer and technical services; Enterprise management consulting; Computer information technology consulting; Develop and sell communication equipment (excluding wireless radio and television transmitting equipment and satellite ground receiving equipment), instruments and electronic components, and provide technical consultation; IC design and sales; Software development; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
As of the date of signing this agreement, the only shareholder of the target company is Xintong technology, which holds 100% of the equity of the target company. Article 3 trading scheme 3.1 overall scheme
Party A shall purchase 20% of the target company held by Party B in cash in accordance with the conditions agreed in this agreement
Equity (hereinafter referred to as “this equity transfer”); At the same time, Party A provides Party C with a convertible loan of RMB 80 million, and therefore obtains unconditional equity exchange for the equity of the target company held by Party C or the enterprise controlled by Party C at that time, that is, Party A has the right (but not the obligation) according to the conditions agreed in this agreement, Purchase the equity of the target company held by Party C or the enterprise controlled by Party C (hereinafter referred to as “this convertible loan”) (the above transaction is hereinafter referred to as “this transaction”). This equity transfer and this convertible loan are mutually preconditioned and carried out at the same time. 3.2 preconditions 3.2.1 Party A’s agreement to implement this transaction (i.e. Party A’s transfer of the subject equity and equity delivery, and Party A’s provision of convertible loans to Party C and loan delivery) shall depend on the satisfaction of all the following preconditions:
(1) Party B has obtained the original of the implementation settlement agreement (subject to the name of the specific agreement document) issued by all shareholders of Party B (all shareholders of Party B who have been publicly registered on the signing date of this agreement, the same below) and Party B’s creditor designated by Party A (hereinafter referred to as “Party B’s creditor”), The copy of the original shall be affixed with the official seal of Party B and delivered to Party A (Party A shall check the original). All shareholders of Party B and creditors of Party B shall prepare the contents of relevant agreement documents at least according to the following requirements:
① Party B’s creditors agree that Party B will sink the company’s entity business to the target company as a whole and divest its equity in the target company by means of equity transfer (business sinking and equity divestiture are collectively referred to as “reorganization matters”). Party B’s creditors have no objection to Party B’s reorganization and do not interfere with the production and operation of the target company. The creditor of Party B agrees that Party B will transfer the equity of the target company by itself, and the specific transfer price, payment method and other transaction schemes shall be freely negotiated and determined by the transferor and the transferee. The creditor of Party B has no objection to this, and the creditor of Party B does not require Party B or the current and then shareholders of the target company to bear joint and several liability;
② All shareholders of Party B agree that Party B will transfer its equity of the target company to the outside by itself. When Party B holds the equity of the target company, Party B can pledge part or all of its equity of the target company to the outside by itself or make other guarantees. Party B will transfer its trademark, copyright The patent right (including part of the patent right transferred to the name of the target company) is transferred to the target company free of charge;
③ All shareholders and creditors of Party B agree that Party B will lend part or all of the proceeds from the transfer of the equity of the target company to different transferees including Party A to Party C or the enterprise controlled by Party C, The financial investor shareholders used by Party C or its controlled enterprises to repurchase Party B (the “financial investor shareholders of Party B” in this Agreement specifically include Saif Ⅱ Mauritius (China Investments) Limited, Shenzhen Shengqiao Chuangxin investment partnership (limited partnership), taihaoshengda Venture Capital Co., Ltd., Shanghai Panshi Rongyin Investment Management Center (limited partnership) All equity of Party B held by Chengdu Yingchuang power Venture Capital Co., Ltd., Tianjin Dachen Shengshi equity investment fund partnership (limited partnership), Tianjin Dachen Chuangshi equity investment fund partnership (limited partnership) and Suzhou Libao Wenxin Investment Center (limited partnership);
④ The creditor of Party B agrees to reach another payment settlement or execution settlement on the creditor’s rights determined in the litigation or arbitration cases between Party B and Party B; For the case that has been ruled to terminate this execution, unless Party B fails to pay the amount as agreed, Party B’s creditor will not apply for resumption of enforcement. For the case that has not applied for enforcement, Party B’s creditor will not apply for enforcement temporarily; While Party C or the enterprise controlled by Party C signs the equity transfer agreement and other agreement documents on the repurchase of Party B’s equity held by Party B’s financial investor shareholders, Party B’s creditors shall apply to the court for lifting the measures restricting high consumption of Party B.
(2) Party C or its controlled enterprise has completed the signing of all agreement documents on Party B’s internal equity repurchase and completed the corresponding equity change registration procedures. Among them, the equity transfer of Saif Ⅱ Mauritius (China Investments) Limited shall at least complete the application for industrial and commercial change registration and obtain the acceptance receipt, The equity transfer of other financial investors and shareholders of Party B shall complete the industrial and commercial change registration procedures and obtain the approval certificate of change registration. (Party B and Party C shall ensure that after Party B’s financial investor shareholders complete all equity change registration procedures and Party C or its controlled enterprises complete Party B’s internal equity repurchase, Party C or its controlled enterprises jointly hold 100% of Party B’s equity.) (3) Party C or the enterprise controlled by Party C shall become the largest shareholder of the target company with a total shareholding of not less than 70%, and Party C itself directly and indirectly holds a total equity of not less than 62.85% (including Party C)
