Securities code: 000902 securities abbreviation: Xinyangfeng Agricultural Technology Co.Ltd(000902) No.: 2022-007 bond Code: 127031 bond abbreviation: Yangfeng convertible bond
Xinyangfeng Agricultural Technology Co.Ltd(000902)
About Yangfeng Chuyuan New Energy Technology Co., Ltd., a wholly-owned subsidiary
Signed an annual output of 150000 tons with Gem Co.Ltd(002340) (Hubei) new energy materials Co., Ltd
Announcement of iron phosphate project and progress of foreign investment 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.
1、 Overview of this foreign investment
Xinyangfeng Agricultural Technology Co.Ltd(000902) (hereinafter referred to as “the company” or ” Xinyangfeng Agricultural Technology Co.Ltd(000902) “) held the seventh meeting of the eighth board of directors and the seventh meeting of the eighth board of supervisors on August 16, 2021, and the first extraordinary general meeting of shareholders in 2021 on September 3, 2021. The proposal on investment and construction of 200000 tons of iron phosphate and upstream supporting projects was considered and adopted, The company plans to invest in the construction of 200000 tons of iron phosphate and upstream supporting projects. The total planned investment of the project is RMB 2.5-3 billion. For details, see the announcement on investing in the construction of 200000 tons of iron phosphate and upstream supporting projects disclosed by the company on cninfo.com and other designated information disclosure media on August 18, 2021. According to the above project implementation schedule, the project is constructed in two phases. The first phase of 50000 T / a iron phosphate project is jointly invested and established by the company and Changzhou Liyuan New Energy Technology Co., Ltd. to be responsible for the specific implementation, For details, see the announcement on establishing a joint venture with Changzhou Liyuan New Energy Technology Co., Ltd. disclosed by the company on cninfo.com and other designated information disclosure media on August 18, 2021.
On January 10, 2022, Yangfeng Chuyuan New Energy Technology Co., Ltd. (hereinafter referred to as “Yangfeng Chuyuan” or “party a”), a wholly-owned subsidiary of the company, and Gem Co.Ltd(002340) (Hubei) new energy materials Co., Ltd. (hereinafter referred to as ” Gem Co.Ltd(002340) new energy” or “Party B”), a subsidiary of Gem Co.Ltd(002340) , signed the agreement between Yangfeng Chuyuan New Energy Technology Co., Ltd. and Gem Co.Ltd(002340) (Hubei) According to the investment cooperation agreement on 150000 T / a iron phosphate project of new energy materials Co., Ltd., Yangfeng Chuyuan and Gem Co.Ltd(002340) new energy jointly funded and established a joint venture for the phase II 150000 T / a iron phosphate project of the company, which is responsible for the specific implementation. The registered capital of the joint venture is 330 million yuan, of which Yangfeng Chuyuan subscribed 214.5 million yuan in currency, accounting for 65% of the registered capital; Gem Co.Ltd(002340) new energy subscribed 115.5 million yuan in currency, accounting for 35% of the registered capital.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the Xinyangfeng Agricultural Technology Co.Ltd(000902) articles of association, the signing of the investment cooperation agreement does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. The investment cooperation agreement signed this time does not constitute a connected transaction, nor does it 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、 Basic information of partners
(I) Company Name: Gem Co.Ltd(002340) (Hubei) new energy materials Co., Ltd
(II) unified social credit Code: 91420800ma494390xl
(III) registered capital: 50 million yuan
(IV) company type: limited liability company
(V) registered address: No. 8, Yingbin Avenue, Duodao District, Jingmen City, Hubei Province
(VI) legal representative: Zhang Xiang
(VII) date of establishment: May 15, 2018
(VIII) business scope: R & D, production and sales of new energy materials, import and export of goods or technologies (excluding the import and export of goods and Technologies Prohibited by the state or involving administrative approval).
(IX) description of related relationship: Gem Co.Ltd(002340) new energy has no related relationship with the company, its controlling shareholders, actual controllers, directors, supervisors and senior managers.
(x) Gem Co.Ltd(002340) new energy is in good business and financial condition, with good reputation and performance ability. Upon inquiry, Gem Co.Ltd(002340) new energy does not belong to the dishonest executee.
3、 Basic information of the project and main contents of the investment agreement
Party A: Yangfeng Chuyuan New Energy Technology Co., Ltd
Party B: Gem Co.Ltd(002340) (Hubei) new energy materials Co., Ltd
(I) name and address of the joint venture
1. Name of the joint venture: the tentative name is “Hubei Yangfeng gemei New Energy Technology Co., Ltd.” (the name of the joint venture shall be subject to the name finally approved by the market supervision department).
2. Registered address of the joint venture: Huji Town, Zhongxiang City, Hubei Province.
3. Business scope of the joint venture: manufacturing of electronic special materials, sales of electronic special materials and R & D of electronic special materials; R & D, production and sales of new energy battery materials; Technical consultation and service. (subject to the business scope approved by the market supervision department)
(II) registered capital of the joint venture
Both parties agree that the registered capital of the joint venture is 330 million yuan, of which party a subscribed 214.5 million yuan in currency, accounting for 65% of the registered capital; Party B subscribed 115.5 million yuan in currency, accounting for 35% of the registered capital. Both parties undertake to pay 25% of the subscribed capital contribution to the basic account opened by the joint venture within 10 working days from the date of completion of registration of the joint venture. The payment time of the remaining 75% of the subscribed capital contribution by both parties shall be separately agreed by both parties according to the project construction progress of the joint venture, but shall not exceed June 30, 2022 at the latest.
(III) changes in equity of the joint venture
1. Transfer of equity of the joint venture
(1) During the existence of the joint venture, neither party shall transfer or dispose of (including but not limited to pledge, voting right entrustment, etc.) all or part of its equity in the joint venture to any third party without the written consent of the other party, except to its controlled affiliates.
(2) If one party (transferor) decides to transfer or dispose of all or part of its equity in the joint venture (not to its controlled affiliated enterprises), it shall notify the other party (non transferor) of its pre Transferred Equity 30 days in advance. The contents of the notice include but are not limited to: the amount of pre disposed equity, the consideration for equity transfer The situation of the equity acquirer, etc. The non transferor shall make a decision on whether to agree to the transfer and whether to exercise the preemptive right (hereinafter referred to as “priority”) within 30 days after receiving the notice, and inform the transferor in writing.
If the non transferor fails to inform the transferor in writing of its decision on the transferor’s sale of the equity of the joint venture within this period, it shall be deemed that it waives the exercise of priority and agrees to the transferor’s transfer.
2. Capital increase and preemptive right
(1) For any further increase of registered capital required by the joint venture due to capacity expansion in the future (“future capital increase”), neither party shall object to such capital increase without sufficient and justified reasons, and either party shall have the right to subscribe for the corresponding increase of registered capital in accordance with its equity proportion in the joint venture before the capital increase (“preemptive right”).
(2) If either party fails to exercise or fully exercise the preemptive right, the other party has the right but not the obligation to subscribe for the remaining capital increase in proportion to its equity in the joint venture before the capital increase, or introduce a third-party investor recognized by both parties for subscription, up to the time when all the new equity is fully subscribed, And the party that fails to exercise the preemptive right shall not object without sufficient and justified reasons.
(IV) corporate governance structure of the joint venture
1. Shareholders’ meeting
The shareholders’ meeting is the highest authority of the joint venture company and exercises the following functions and powers:
(1) To decide on the business policy and investment plan of the joint venture;
(2) Elect and replace directors and decide on matters related to directors’ remuneration;
(3) Elect and replace the supervisors held by shareholders’ representatives, and decide on the remuneration of supervisors;
(4) Review and approve the report of the board of directors;
(5) Review and approve the report of the board of supervisors;
(6) To review and approve the annual financial budget plan and final account plan of the joint venture;
(7) Review and approve the profit distribution plan and loss recovery plan of the joint venture;
(8) Make resolutions on increasing the registered capital of the joint venture or granting options, convertible bonds, warrants and other similar rights convertible into the company’s equity;
(9) Make resolutions on the reduction or redemption of the registered capital of the joint venture;
(10) Make resolutions on the issuance of bonds by the joint venture;
(11) Make resolutions on the transfer of capital contributions by shareholders to persons other than shareholders;
(12) Make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the joint venture;
(13) Make resolutions on any form of guarantee (including guarantee, mortgage or pledge) provided by the joint venture; (14) Make resolutions on the external loans provided by the joint venture;
(15) Change the main business of the joint venture, terminate or suspend all or part of its business;
(16) Make a resolution on the connected transactions between the joint venture and its connected persons whose amount exceeds the estimated amount of the annual connected transactions disclosed by the shareholders’ meeting in the current year;
(17) Amend the articles of association of the joint venture.
The shareholders’ meeting is divided into regular meeting and interim meeting, and all shareholders shall be notified in writing 15 days before the meeting is held. Regular meetings are held once a year. An interim meeting may be convened only upon the proposal of shareholders representing more than one-third of the voting rights, or more than one-third of the directors or supervisors.
The shareholders shall exercise their voting rights at the shareholders’ meeting according to the proportion of capital contribution. Unless otherwise specified in this agreement or relevant laws and regulations, the resolutions of the shareholders’ meeting shall be voted by the shareholders representing more than half of the voting rights.
Both parties confirm that the matters involved in items (8) – (17) of the above-mentioned functions and powers of the shareholders’ meeting can be adopted only with the consent of shareholders with more than 50% of the voting rights of the joint venture (but if it is required to be adopted by more than two-thirds of the voting rights according to the law, it shall be adopted by more than two-thirds of the voting shareholders), and such shareholders who vote in favour shall include Party B. Unless otherwise agreed above or required by laws and regulations, other matters resolved by the shareholders’ meeting shall be approved by shareholders representing more than fifty percent (50%) of the voting rights of the joint venture company.
For all matters related to the above-mentioned functions and powers of the shareholders’ meeting, if the shareholders unanimously agree in writing, they may directly make a decision without convening the shareholders’ meeting, and all shareholders shall sign and seal the decision documents.
2. Board of directors
The joint venture company has a board of directors composed of five directors elected by the shareholders’ meeting. Party A has the right to nominate 3 directors and Party B has the right to nominate 2 directors. The board of directors shall have a chairman, who shall be elected by the board of directors from among the directors nominated by Party A. The chairman is the legal representative of the company.
The board of directors shall exercise the following functions and powers:
(1) Convene the shareholders’ meeting and report to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Decide on the business plan and investment plan of the joint venture;
(4) Formulate the annual financial budget plan and final account proposal of the joint venture;
(5) Formulate the profit distribution plan and loss recovery plan of the joint venture;
(6) Formulate plans for the joint venture to increase the registered capital of the company or grant options, convertible bonds, warrants and other similar rights that can be converted into equity of the joint venture;
(7) Formulate plans for reducing or redeeming the registered capital of the joint venture;
(8) Formulate a plan for issuing corporate bonds;
(9) Formulate plans for merger, division, change of company form and dissolution of the joint venture;
(10) Sell, mortgage, pledge, lease, transfer or otherwise dispose of any assets in the abnormal course of business;
(11) Decide on the establishment of the internal management organization of the joint venture;
(12) Appoint or dismiss the general manager, deputy general manager and financial director of the joint venture and decide on their remuneration; (13) Formulate the basic management system of the joint venture;
(14) Other functions and powers specified in the articles of association.
The decisions made by the board of directors on the matters discussed shall be valid only if more than half of the directors vote, and both parties confirm that the directors who vote in favor of the matters involved in items (6) – (10) of the above-mentioned functions and powers of the board of directors shall include the directors nominated by Party B. Minutes of the meeting of the board of directors shall be made, and the directors attending the meeting shall sign on the minutes.
3. Supervisors
The joint venture does not have a board of supervisors, but a supervisor nominated by Party B and elected by the shareholders’ meeting.
The supervisor shall exercise the following functions and powers:
(1) Check the finance of the joint venture;
(2) Supervise the acts of directors and general manager in violation of laws, regulations or the articles of association when performing their duties in the joint venture;
(3) Require the directors and the general manager to correct when their acts harm the interests of the joint venture; (4) Propose to convene an extraordinary shareholders’ meeting;
(5) Other functions and powers specified in the articles of association of the joint venture company.
4. Management
The general manager of the joint venture shall be nominated by Party B and appointed by the board of directors. If Party B fails to nominate the general manager, it shall be nominated by the chairman of the board of directors; The deputy general manager shall be nominated by the general manager and appointed by the board of directors; The financial director shall be recommended by Party B and appointed by the board of directors. The joint venture and all parties shall urge the directors to actively cooperate (including but not limited to convening meetings and making resolutions), and the joint venture shall go through the change filing formalities with the registration authority in accordance with the requirements of law (if necessary). In addition, Party B shall appoint at least one quality management and one technical director to the joint venture. The quality management and technical director are employees of the joint venture, and the relevant remuneration and benefits shall be borne by the joint venture.
5. Both parties agree to complete the establishment of the joint venture within 15 working days after the signing of this agreement. Therefore, both parties promise to make their best efforts to provide the application documents or materials signed by both parties for the establishment of the joint venture.
(V) joint venture project
1. Project construction scale
Both parties agree to jointly invest in the construction of 150000 T / a iron phosphate project (hereinafter referred to as “iron phosphate project”), and handle the project filing, energy assessment, safety assessment and environmental assessment according to the 150000 T / a scale plan
