Securities code: Ningbo Zhenyu Technology Co.Ltd(300953) securities abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953) Announcement No.: 2022019 Ningbo Zhenyu Technology Co.Ltd(300953)
Announcement on the issuance of shares to specific objects and the signing of a conditional share subscription agreement
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.
Ningbo Zhenyu Technology Co.Ltd(300953) (hereinafter referred to as “the company”) held the fourth meeting of the Fourth Board of directors on March 22, 2022, deliberated and adopted the proposal on the company’s stock issuance plan to specific objects (hereinafter referred to as “the plan”) and other relevant proposals. The company signed the conditional share subscription agreement with Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd., which is controlled by Jiang Zhenlin. The main contents are as follows:
1、 Contract subject and signing time
Party A (issuer): Ningbo Zhenyu Technology Co.Ltd(300953)
Party B 1: Jiang Zhenlin
Party B 2: Ningbo Zhenyu new energy Co., Ltd
Signed on: March 22, 2022
2、 Subscription object and share subscription amount
1. Subscription target: domestic listed RMB common shares (A shares) issued by Party A to Party B by means of issuing to specific objects, with a par value of 1.00 yuan per share.
2. Share subscription price: the total amount of subscription price paid by Party B to Party A for the issuance of shares to specific objects is RMB 800 million (in words: RMB 8 billion). Party B I plans to contribute 320 million yuan and Party B II plans to contribute 480 million yuan.
3. After this Agreement comes into effect, if the total amount of funds raised in this offering is reduced due to changes in regulatory policies or in accordance with the requirements of examination and / or registration documents, Party B agrees to subscribe for the reduced amount of shares according to the scheme determined by Party A. In other cases, if one party intends to reduce the share subscription amount of Party B subsequently, it shall obtain the written consent of the other party in advance and sign a supplementary agreement.
3、 Subscription price
1. Both parties confirm that the pricing benchmark date of Party A’s issuance to specific objects is the announcement date of the resolution of the fourth meeting of the Fourth Board of directors of Party A, that is, March 23, 2022.
2. The subscription price of the shares issued to specific objects this time is 82.63 yuan / share, which is no less than 80% of the average trading price of Party A’s shares listed on the Shenzhen Stock Exchange 20 trading days before the pricing benchmark date.
From the pricing base date to the issuance date, if Party A has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment, etc., the subscription price will be adjusted accordingly in accordance with the relevant rules of Shenzhen Stock Exchange.
4、 Number of shares subscribed
The calculation formula of the number of shares issued by Party A to specific objects to be subscribed by Party B is: the number of shares issued by Party A to specific objects to be subscribed by Party B = share subscription amount ÷ subscription price. The total number of subscribed shares calculated according to the above method is 9681715 shares, including 3872686 shares subscribed by Jiang Zhenlin and 5809029 shares subscribed by Ningbo Zhenyu new energy Co., Ltd. From the pricing base date to the issuance date, if Party A has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, allotment of shares, the number of shares issued to specific objects and the number of subscriptions by Party B will be adjusted accordingly.
5、 Payment of subscription price
1. Party B agrees that after this agreement takes effect, in accordance with the payment notice issued by Party A and the sponsor of this issuance, Party B will transfer all the subscription price in cash to the special account opened by the sponsor for this issuance specified in the payment notice at one time. After capital verification and deducting relevant expenses, it will be transferred to the special storage account of raised funds of Party A for this issuance.
2. Party A shall appoint Chinese certified public accountants with securities practice qualification to verify the capital of Party B’s share subscription and issue the capital verification report of raised funds, and shall make reasonable efforts to enable such certified public accountants to issue the capital verification report as soon as possible.
3. After receiving the share subscription payment paid by Party B, Party A shall, as soon as possible, submit the relevant materials for handling the stock registration procedures for Party A’s shares subscribed by Party B to the relevant departments in accordance with the procedures prescribed by the CSRC, Shenzhen Stock Exchange and securities registration and settlement institutions, so as to ensure that Party B becomes the legal holder of the subscribed shares issued to specific objects.
4. After the above-mentioned stock registration procedures are completed, Party A shall timely modify its current articles of association and go through the industrial and commercial change registration procedures and other relevant procedures.
6、 Restricted period of subscription shares
1. Party B promises that the shares it subscribes for in this issuance to specific objects shall not be transferred within 18 months from the date of listing of such shares. If the CSRC and the Shenzhen Stock Exchange have more stringent provisions on the restricted sales period, the provisions of the CSRC and the Shenzhen Stock Exchange shall prevail.
2. Party B shall, in accordance with the relevant laws and regulations and the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, issue relevant lock-in commitments for the shares it subscribes for in this issuance to specific objects and handle relevant share lock-in matters in accordance with the requirements of Party A.
3. The shares obtained by Party B from the shares issued by the company to specific objects this time shall also comply with the above share locking arrangement due to the company’s distribution of stock dividends, conversion of capital reserve into share capital and other forms.
4. After the expiration of the above lock-in period, the transfer and transaction of the shares subscribed by Party B shall be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange. Party A does not make any guarantee and commitment.
7、 Liability for breach of contract
1. Unless otherwise specified in other articles of this agreement, any party to this agreement who violates its obligations under this agreement or its representations, warranties and commitments made in this Agreement and causes actual economic losses to the other party shall be liable for compensation.
2. After this agreement takes effect, if Party B fails to pay all the share subscription money to the account designated by Party A within the payment time of the share subscription money specified in the written payment notice in accordance with this agreement, Party A has the right to collect liquidated damages from Party B according to 2% of the share subscription money of Party B, and has the right to terminate this agreement.
3. After the signing of this agreement, if Party A voluntarily terminates this offering for reasons other than policy changes, Party B has the right to collect liquidated damages from Party A according to 2% of its share subscription amount, and has the right to terminate this agreement. 4. The issues of this issuance to specific objects agreed under this agreement, such as: (1) not approved by the general meeting of shareholders of Party A; (2) Failure to obtain the examination and / or registration and / or exemption of Shenzhen Stock Exchange and / or CSRC and / or other competent authorities (if necessary); (3) Due to other reasons not attributable to Party B, the issue of shares to specific objects cannot be carried out; Or (4) both parties terminate this agreement by consensus; If it does not constitute Party B’s breach of contract, Party A shall return the share subscription price (if any) paid by Party B together with the interest generated during the period (calculated according to the bank demand deposit interest rate in the same period) to Party B within 10 working days from the date of such facts.
5. After the signing of this agreement, if the issuance is not approved by the CSRC or the Shenzhen Stock Exchange, both parties shall not be deemed as breach of contract. In such cases, both parties shall negotiate and solve it separately on the basis of not violating the provisions of the CSRC or the Shenzhen Stock Exchange.
8、 Entry into force, change and termination
1. This Agreement shall be established from the date when Party A and Party B, their legal representatives or authorized representatives sign and affix their official seals.
2. Articles 6 to 13 of this Agreement shall take effect from the date of establishment of this Agreement and shall be legally binding on all parties; Other terms of this Agreement shall come into force from the date when the following conditions are fully realized after being signed and sealed by the parties themselves / legal representatives or authorized representatives:
① Party A’s board of directors and general meeting of shareholders approve all proposals related to the issuance to specific objects;
② Shenzhen Stock Exchange approved the issuance plan to specific objects;
③ The CSRC agrees to perform the registration procedures for this issuance to specific objects.
3. Unless otherwise agreed in this agreement or in accordance with the provisions of relevant laws and regulations and the requirements of competent government departments, the change or termination of this Agreement shall take effect only after the parties to this agreement sign a written change or termination agreement and perform the approval procedures specified in laws and regulations.
4. This Agreement shall be terminated from the date of occurrence of any of the following events:
① The obligations of the parties under this Agreement have been fully performed;
② The parties to this agreement agree to terminate this agreement through negotiation;
③ According to the actual situation and relevant laws and regulations, Party A believes that the issuance to specific objects has failed to achieve the purpose of issuance, and Party A shall take the initiative to withdraw the application materials from China Securities Regulatory Commission or Shenzhen Stock Exchange after negotiation between all parties;
④ Other circumstances under which this Agreement shall be terminated in accordance with relevant laws and regulations of China.
It is hereby announced.
Ningbo Zhenyu Technology Co.Ltd(300953) board of directors March 23, 2022
