Securities code: Shandong Dongyue Organosilicon Materials Co.Ltd(300821) securities abbreviation: Shandong Dongyue Organosilicon Materials Co.Ltd(300821) Announcement No.: 2022027
Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
About signing
Supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd
Announcement on the progress of related party transactions
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.
Special tips:
1. This event does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, it is not necessary to submit it to the general meeting of shareholders for deliberation and approval.
2. Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as ” Shandong Dongyue Organosilicon Materials Co.Ltd(300821) “) held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors on March 21, 2022, deliberated and adopted 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 parties agree to terminate Clauses 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 clauses are invalid from the beginning, and the termination of the foregoing clauses is irrevocable.
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, It is agreed that the company will jointly increase the capital of Shandong Dongyue future hydrogen energy materials Co., Ltd. (formerly known as “Shandong Dongyue future hydrogen energy materials 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 and hydrogen energy company officially signed the share certificate
Capital increase agreement. 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), 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 materials Co., Ltd. (hereinafter referred to as the “supplementary agreement”) stipulates that all 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. The foregoing provisions shall be null and void from the beginning, and the termination of the foregoing provisions shall be 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 requiring the repurchase of all target equity (the “repurchase notice”) from January 1, 2024 to December 31, 2024, Within 20 working days from the date when Party A receives the written repurchase notice or the repurchase amount of all shares held by Party C (hereinafter referred to as the “repurchase amount”) specified by Party A, it shall be calculated according to the following 20 working days; 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 calculation of the calendar days shall be subject to the actual; if the actual payment date is after June 30, 2024, the calendar days shall be subject to the actual)
The number of days until June 30, 2024 divided by 365.
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 equity of the target company (except for the restructuring of Party B’s equity structure and the change of 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 dishonesty and serious violation of the representations and warranties in Article 6, it is impossible to complete the listing within the listing period. Party C may require to trigger the repurchase arrangement in advance within the listing period.
4. If in the subsequent rounds of financing within the listing period, the target article 11 liability for breach of contract
If the repurchase terms given by the company to the new investor are inconsistent with the repurchase terms of Party C agreed in this agreement, Party C may, within 20 days from the date of signing the subsequent rounds of financing, choose to apply the repurchase terms of the subsequent rounds through written confirmation with the target company.
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
Party B 7: Wang Dong
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
