China Securities Co.Ltd(601066)
About Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Signed the supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. and the verification opinions on the progress of related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as “sponsor”) as a sponsor of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as ” Shandong Dongyue Organosilicon Materials Co.Ltd(300821) ” and “company”), in accordance with the requirements of the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other documents, Checked the supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen materials Co., Ltd. signed by Shandong Dongyue Organosilicon Materials Co.Ltd(300821) and the progress of related party transactions, and issued the following verification opinions:
1、 Transaction overview
The company held the 16th meeting of the first board of directors and the 11th meeting of the first board of supervisors on May 28, 2020, deliberated and adopted the proposal on the company’s foreign investment and related party transactions, The company agreed to increase the capital of Shandong Dongyue future hydrogen energy material Co., Ltd. (formerly known as “Shandong Dongyue future hydrogen energy material Co., Ltd.”, hereinafter referred to as “hydrogen energy company”) with its own capital of 100 million yuan and other investors at the price of 142857 yuan per unit of registered capital. On June 9, 2020, the company officially signed the equity capital increase agreement with hydrogen energy company. For details, please refer to cninfo.com（ http://www.cn.info.com.cn./ ）Announcement on the company’s foreign investment and related party transactions (Announcement No.: 2020024) and announcement on the progress of the company’s foreign investment and related party transactions (Announcement No.: 2020027).
According to paragraph 2 of “Article 5 repurchase arrangement” of the equity capital increase agreement and in combination with the current audit requirements, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors on March 21, 2022 to consider and adopt the proposal on signing the supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. and the progress of related party transactions.
The supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. (hereinafter referred to as the termination is irrevocable. The relevant provisions of the equity capital increase agreement are as follows:
Clause content
1. If the target company fails to realize the initial public offering and listing of shares in China within the period before December 31, 2023 (hereinafter referred to as the “listing period”), and the repurchase arrangement agreed in this article has not been terminated, Party C has the right to send a written notice to party a requesting the repurchase of all target shares (the “repurchase notice”) from January 1, 2024 to December 31, 2024. Party A or the third party designated by Party A in writing shall, within twenty (20) working days from the date of Party a receiving the repurchase notice, The amount calculated according to the following formula (hereinafter referred to as “repurchase price”) repurchases or acquires all target equity held by Party C; Party A shall pay Party C liquidated damages of 0.05% for each overdue day. The specific calculation formula of repurchase price is as follows: repurchase price = capital increase (1 + 8%) T – cash dividend (if any) obtained by Party C during the shareholding period. Where, t refers to the calendar days between the delivery date and the actual payment date of the repurchase price (if the actual payment date is before June 30, 2024, the calendar days shall be calculated based on the actual; if the actual payment date is after June 30, 2024, the deadline of the calendar days shall be calculated to June 30, 2024), except for the value of 365 in Article 5 repurchase arrangement.
2. The date on which the target company submits the listing application materials to the China Securities Regulatory Commission, Shanghai Stock Exchange or Shenzhen Stock Exchange and is accepted; Or according to the review rules of China Securities Regulatory Commission or Shanghai Stock Exchange or Shenzhen Stock Exchange or the review requirements of other competent securities regulatory authorities, the above-mentioned repurchase arrangement shall be terminated. When any of the above dates is reached, the repurchase arrangement agreed in paragraph 1 of Article 5 of this agreement will be automatically and unconditionally terminated. Party C promises to issue relevant confirmation documents according to the requirements of the target company’s listing intermediary at that time.
3. From the signing and coming into force of this agreement to the listing period, neither party shall transfer the target held
The company’s equity (except for the restructuring of Party B’s equity structure and the change from direct shareholding to indirect shareholding), except with the consent of more than half of the voting rights held by other shareholders of the target company (excluding the related parties of the transferor). If Party C transfers all or part of the target equity held during the listing period, the repurchase arrangement agreed in paragraph 1 of Article 5 will become invalid and Party A will no longer bear the repurchase obligation.
3. Due to Party A’s breach of faith and serious violation of the representations and warranties in Article 6, it is within the listing period
If it is impossible to complete the listing, Party C may require to trigger the repurchase arrangement in advance within the listing period.
Article 11 liability for breach of contract 4. If the target company gives new investors in the subsequent rounds of financing within the listing period
If the repurchase terms of Party A are inconsistent with those of Party C agreed in this agreement, Party C may choose to apply the repurchase terms of subsequent rounds after written confirmation with the target company within 20 days from the date of signing the subsequent rounds of financing.
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, the signing of the supplementary agreement does not need to be submitted to the general meeting of shareholders for deliberation, does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Related parties
Company name: Shandong Dongyue future hydrogen energy material Co., Ltd
Unified social credit Code: 91370321ma3mgwj83b
Legal representative: Zhang Heng
Registered capital: 43428912 million yuan
Registered address: Dongyue fluorosilicone Material Industrial Park, Tangshan town, Huantai County, Zibo City, Shandong Province
Business scope: production and sales of hydrogen energy materials, hydrogen film materials, lithium battery materials, packaging materials, fluoropolymer fiber materials; Import and export of goods. (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
Hydrogen energy company is an enterprise controlled by Fu Jun, the actual controller of the company, and his close relative Fu Shuangshuang. The company directly holds 5.24% equity of hydrogen energy company; Mr. Wang Weidong, chairman of the company, and Mr. Zhang Zhefeng, vice chairman of the company, indirectly hold the equity of hydrogen energy company and serve as a director of hydrogen energy company at the same time; Ms. Liu Jing, the director of the company, and Mr. Zheng Jianqing, the director and general manager of the company, indirectly hold the equity of hydrogen energy company. According to the Shenzhen Stock Exchange GEM Listing Rules, the signing of the supplementary agreement constitutes a connected transaction.
3、 Main contents of the supplementary agreement
Party A: Shandong Dongyue future hydrogen energy materials Co., Ltd
Party B 1: Dongyue fluorosilicone Technology Group Co., Ltd
Party B 2: Beijing Xuri Xinglong Technology Development Center (limited partnership) (formerly known as “Horgos Xuri equity investment partnership (limited partnership)”)
Party B 3: Bian Shidai Technology Holding Co., Ltd
Party B 4: Fei Peng
ID number: 3202230210
Party B 5: Zibo Xiaowang enterprise management partnership (limited partnership)
Party B 6: Guo Keheng
ID number: 1402030013
ID number: 3703022933
Party B 8: Chen Gang
ID number: 3703040613
Party C: Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Each of the above parties is individually referred to as a “party” and collectively referred to as the “parties”. Among them, Party B 1, Party B 2, Party B 3, Party B 4, Party B 5, Party B 6, Party B 7 and Party B 8 are collectively referred to as “Party B”.
The above parties signed the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. in Huantai County, Zibo City, Shandong Province, China on June 9, 2020. Now, through consensus, the supplementary agreement is as follows:
1. The parties agree to terminate paragraphs 3 and 4 of “Article 5 repurchase arrangement” and “Article 11 liability for breach of contract” in the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. (hereinafter referred to as “equity capital increase agreement”) signed on June 9, 2020. The foregoing provisions shall be null and void from the beginning, and the termination of the foregoing provisions shall be irrevocable.
2. The parties confirm that there is no dispute, dispute, debt or compensation between the parties arising from the signing and performance of the equity capital increase agreement.
3. This supplementary agreement is a supplement to the equity capital increase agreement and has the same legal effect as the equity capital increase agreement. In case of any inconsistency between this supplementary agreement and the equity capital increase agreement, this supplementary agreement shall prevail.
4. Each party guarantees that the signing and performance of this supplementary agreement has obtained the necessary internal authorization, and does not violate its obligations or responsibilities under any signed or other relevant agreements.
5. Each party guarantees to abide by the terms and conditions agreed in this supplementary agreement and perform all its obligations under this supplementary agreement.
6. This supplementary agreement shall be established and come into force on the date of signing the first part of this supplementary agreement after being signed and sealed by all parties.
4、 Pricing policy and basis
The signing of the supplementary agreement is based on the principle of voluntary negotiation, fairness and reasonableness. According to paragraph 2 of “Article 5 repurchase arrangement” of the equity capital increase agreement and in combination with the current audit requirements, the parties terminate the relevant contents of the repurchase terms in the equity capital increase agreement, and there is no behavior damaging the interests of minority shareholders of the company.
5、 Other arrangements involved
This transaction does not involve personnel resettlement, land leasing and other situations, and there is no horizontal competition with related parties.
6、 Purpose of signing the agreement, existing risks and impact on the company
(I) purpose and impact of foreign investment
The signing of the supplementary agreement is to terminate the relevant contents of the repurchase terms in the equity capital increase agreement in accordance with paragraph 2 of “Article 5 repurchase arrangement” of the equity capital increase agreement and in combination with the current audit requirements, and there is no behavior damaging the interests of minority shareholders of the company.
(II) possible risks
For the contents related to the termination of repurchase clauses in the supplementary agreement, such as the hydrogen energy company fails to complete the listing, or the benefits of the hydrogen energy company fail to meet the expectations due to policy regulation, macro-economy, market competition, operation and management, which may lead to the company facing the investment income failing to meet the expectations or even the principal risk, please make careful decisions and pay attention to the risks.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date of this announcement, the company has no related party transactions with hydrogen energy company.
8、 Prior approval and independent opinions of independent directors
Prior approval opinion: the signing of the supplementary agreement by the company is in accordance with paragraph 2 of “Article 5 repurchase arrangement” of the equity capital increase agreement and in combination with the current audit requirements, to terminate the relevant contents of the repurchase clause in the equity capital increase agreement, which meets the requirements of relevant laws and regulations, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders; Nor does it exist that directors take advantage of their position to seek business opportunities belonging to listed companies for themselves or others, and listed companies favor the interests of directors. The independent directors unanimously agreed to submit the matter to the board of directors of the company for deliberation.
Independent opinion: the supplementary agreement signed by the company this time is to terminate the relevant contents of the repurchase clause in the equity capital increase agreement in accordance with paragraph 2 of “Article 5 repurchase arrangement” of the equity capital increase agreement and in combination with the current audit requirements, which meets the requirements of relevant laws and regulations and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. During the deliberation of the board of directors, the related directors avoided voting according to law, and the deliberation procedure was legal and compliant. Independent directors unanimously agree to this proposal.
9、 Opinions of the board of supervisors
After review, the board of supervisors held that the signing of the supplementary agreement by the company this time was in accordance with paragraph 2 of “Article 5 repurchase arrangement” of the equity capital increase agreement and in combination with the current review requirements, terminated the relevant contents of the repurchase terms in the equity capital increase agreement, met the requirements of relevant laws and regulations, and did not damage the interests of the company and shareholders, especially the interests of minority shareholders. The deliberation and decision-making procedures of the related party transaction are legal and effective, and the related directors have made a withdrawal form according to law
