Securities code: 000861 securities abbreviation: Guangdong Highsun Group Co.Ltd(000861) Announcement No.: 2022-03 bond Code: 127003 bond abbreviation: Haiyin convertible bond
Guangdong Highsun Group Co.Ltd(000861)
Announcement on signing the equity transfer 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. Key risk tips:
1. Sichuan Shenhui Smart Energy Co., Ltd. was established in August 2021 and has not yet carried out substantive business. As of the disclosure date of this announcement, all shareholders have not paid in their capital contributions, and all shareholders will make paid in capital contributions in accordance with the articles of association of Sichuan Shenhui Smart Energy Co., Ltd; 2. In the future, Sichuan Shenhui Smart Energy Co., Ltd. will carry out specific business with relevant technical partners through joint venture and project company. Due to market, technology, management and other factors, the establishment of the project company is unable to be established or the progress is less than expected. Please invest rationally and pay attention to investment risks. 1、 Transaction overview
In order to improve the layout of the company’s new energy business and promote the transformation and upgrading of the company’s business, the company signed the equity transfer agreement with the target company Sichuan Shenhui Smart Energy Co., Ltd. (hereinafter referred to as “Shenhui smart energy company”) and its original shareholder Wu senhui and other relevant parties on January 10, 2022. The original shareholder Wu senhui subscribed part of its capital contribution of 32 million yuan, 40% of the registered capital was transferred to the company. After the transfer, the company subscribed 32 million yuan, accounting for 40% of the total registered capital. After the completion of the transaction, Shenhui smart energy company will become a holding subsidiary of the company and be included in the scope of the company’s consolidated statements.
This transaction does not involve related party transactions, nor does it constitute a major asset reorganization in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
The transaction amount is 32 million yuan. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction is within the approval authority of the management and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. 2、 Basic information of transaction object
1. Name: Sichuan Shenhui Smart Energy Co., Ltd
2. Type: limited liability company (invested or controlled by natural person)
3. Legal representative: Wu senhui
4. Registered capital: RMB 80 million
5. Date of establishment: August 16, 2021
6. Address: No. 2, floor 8, building 8, innovation and Innovation Demonstration Park, No. 368, Chongqing Road, Huangtupo Park, Longchang City, Neijiang City, Sichuan Province
7. Business scope: general business items: Cecep Solar Energy Co.Ltd(000591) power generation technical services; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Leasing of photovoltaic power generation equipment; Manufacturing of special equipment for semiconductor devices; Sales of mechanical and electrical equipment; Cooling service; Heat production and supply; Battery rental; Small and mini bus leasing and operation services; Rental of charging control equipment; Electric vehicle sales; Centralized fast charging station; Manufacturing of power transmission and distribution and control equipment; Battery sales; Motor vehicle charging sales; Sales of electric accessories of new energy vehicles; Charging pile sales; Operation of electric vehicle charging infrastructure; Sales of intelligent power transmission and distribution and control equipment; Energy conservation management services; Research and development of efficient and energy-saving technology in power industry; Air pollution prevention and control services; Intelligent agricultural management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Biomass energy resource database information system platform; Sales of new energy vehicle production and testing equipment; Manufacturing of new energy prime mover equipment; Research and development of online energy monitoring technology; Sales of new energy prime mover equipment; Biomass energy technology services; Distribution switch control equipment sales; Sales of new energy vehicle power exchange facilities; Recycling and echelon utilization of waste power batteries of new energy vehicles (excluding hazardous waste management); Contract energy management; Cecep Solar Energy Co.Ltd(000591) sales of heat utilization equipment; Research and development of online energy measurement technology. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Licensed business items: power generation, transmission and power supply; Various engineering construction activities. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
8. Major shareholders: Wu senhui holds 85% equity and Guo Chun holds 15% equity.
9. After verification, Shenhui smart energy company and its original shareholders are not dishonest Executees, nor do they provide guarantees or financial assistance to others.
10. There is no affiliated relationship or interest arrangement between the counterparty and the listed company, no affiliated relationship or interest arrangement with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company, no direct or indirect holding of shares of the listed company, and no other relationship that may or has caused the listed company to favor its interests.
11. Shenhui smart energy company has been established for less than one year and has no financial data yet.
12. After the completion of the transaction, the equity structure of Shenhui smart energy company:
Name of sequential shareholder contribution amount (10000 yuan) shareholding proportion No. (%)
1 Guangdong Highsun Group Co.Ltd(000861) 3200 40%
2 Wu senhui 2400 30%
3 yuan 1200 15%
4 Guo Chun 1200 15%
Total 8000 100%
The above shareholders have not paid in their capital contributions, and each shareholder will make a paid in capital contribution in accordance with the articles of association of Shenhui smart energy company.
13. Introduction to Shenhui smart energy company
The industry of Sichuan Shenhui Smart Energy Co., Ltd. is power and heat production and supply. In the future, based on Neijiang City, Sichuan Province, the county wide distributed energy photovoltaic and smart energy city construction business will be carried out in Sichuan Province through cooperation with relevant technical partners. 3、 Basic information of the counterparty
1. Wu senhui
Male, address: Minhang District, Shanghai, not a dishonest person.
2. Guo Chun
Male, address: Longchang County, Sichuan Province, not a dishonest person.
3. Qian Yuanyuan
Female, address: Liyang City, Jiangsu Province, not a dishonest person. 4、 Main contents of transaction agreement
Party A (transferor): Wu senhui
Party B (transferee): Guangdong Highsun Group Co.Ltd(000861)
Party C (transferee): Qian Yuan
Party D (original shareholder of the target company): Guo Chun
Party e (target company): Sichuan Shenhui Smart Energy Co., Ltd
Whereas:
1. The registered capital of the target company is 80 million yuan, and party a subscribed 68 million yuan, accounting for 85% of the registered capital;
2. Party A agrees to transfer its subscribed capital contribution of 32 million yuan, accounting for 40% of the registered capital (hereinafter referred to as “subject equity 1”) to Party B, and Party B agrees to transfer it. After the transfer, Party B subscribed capital contribution of 32 million yuan, accounting for 40% of the total registered capital;
3. Party A agrees to transfer its subscribed capital of 12 million yuan, accounting for 15% of the registered capital (hereinafter referred to as “subject equity 2”) to Party C, and Party C agrees to transfer it. After the transfer, Party C subscribed capital of 12 million yuan, accounting for 15% of the total registered capital;
4. Party C agrees to waive the preemptive right of the above equity.
Article 1 equity transfer
1. If the subject equity 1 and 2 to be transferred by Party A have not been paid in, Party A agrees to transfer the subject equity 1 to Party B at the price of 0 yuan, and Party B agrees to transfer the subject equity 1 at the price of 0 yuan; Party A agrees to transfer the subject equity 2 to Party C at the price of 0 yuan, and Party C agrees to transfer the subject equity 2 at the price of 0 yuan.
2. The subject equity 1 and subject equity 2 agreed in this agreement include all carried interests and rights under the equity, and the above equity does not set any lien, mortgage and other third-party interests or claims.
Article 2 industrial and commercial changes
The parties agree to apply to the company registration authority for handling the industrial and commercial change procedures of the subject equity 1 and the subject equity 2 within 2 working days from the date of signing this agreement.
Article 3 Party A’s statement
1. Party A is the sole owner of the subject equity 1 and the subject equity 2 agreed in this agreement, and guarantees that it has the full right to dispose of the subject equity 1 and the subject equity 2 it intends to transfer to Party B and Party C. the subject equity 1 and the subject equity 2 do not have any defects or liabilities in creditor’s rights or real rights, otherwise Party A shall bear all economic and legal liabilities arising therefrom.
2. Party A promises that it has no relationship with Party C and does not constitute a relationship of concerted action.
Article 4 relevant shareholders’ rights and obligations include the bearing of the company’s profits and losses (including creditor’s rights and debts). 1. From the effective date of this agreement, Party B and Party C actually exercise their rights as shareholders of the company and perform corresponding shareholders’ obligations.
2. From the effective date of this agreement, Party B and Party C shall share profits, risks and losses according to the proportion of equity held by them.
Article 5 special agreement on equity transfer
1. If the target company or the project company of the target company is unable to obtain the new energy project and sign the project contract within 12 months from the date of signing the agreement, this Agreement shall be terminated unless approved in writing by Party B, Party A or the party designated by Party A shall, within 1 month from the date of termination of the agreement, transfer all the equity of the target company held by Party B according to the consideration paid in by Party B (including the current funds given by Party B to the company or the project company through other financial assistance, if any).
2. If Party A and Party B fail to reach an agreement on whether to establish a project company with the partner and whether to increase investment in the project company in the resolution of the shareholders’ meeting within 36 months from the date when Party B is registered as the shareholder of the target company, the agreement shall be terminated from the second day of the shareholders’ meeting unless approved in writing by Party B, Party A or the party designated by Party A shall, within 1 month from the date of termination of the agreement, transfer all the equity of the target company held by Party B according to the consideration paid in by Party B (including the current funds given by Party B to the company or the project company through other financial assistance, if any).
3. After the signing of this agreement, Party A and Party C shall directly or indirectly transfer part or all of the company’s equity held by them to a third party other than the shareholders of the target company with the consent of Party B. Party A and Party C shall notify Party B in writing of their equity transfer for consent. If Party B fails to reply within 30 days from the date of receiving the written notice, it shall be deemed to have agreed to the transfer.
For the equity transferred with the consent of Party B, under the same conditions, Party B has the preemptive right. Party B has the priority to transfer the equity held by the company at the target price. If the equity of the company is transferred between the shareholders of the target company, other shareholders shall enjoy the preemptive right according to the proportion of equity held.
Article 6 special agreement on paid in capital contribution
1. The paid in capital contribution of Party B shall be paid in two installments: the first installment of paid in capital contribution of RMB 3.2 million shall be paid within 5 working days from the date of industrial and commercial change registration of this equity transfer; The second paid in capital contribution of 28.8 million yuan shall be paid in before December 31, 2022. However, if the “project company” is not established before December 31, 2022, the second paid in capital contribution shall be postponed to the establishment date of the project company accordingly.
2. Party A, Party C and Party D agree that the time of actually paid capital contribution shall match the establishment time of the project company and the project investment.
Article 7 arrangement of management personnel
The parties agree that the target company shall establish a board of directors with three members, one appointed by Party A, two appointed by Party B, and the director appointed by Party B shall serve as the chairman. The company has one supervisor appointed by Party D. The company shall set up a general manager, who shall be appointed by Party A. The company shall set up a financial director, who shall be appointed by Party B.
Article 8 liability for breach of contract
1. If one party fails to perform or seriously violates any provision of this agreement, the breaching party shall compensate the observant party for all economic losses. Unless otherwise agreed in the agreement, the non breaching party shall also have the right to terminate this Agreement and claim compensation from the breaching party for all economic losses suffered by the non breaching party. 2. If other damages are caused to Party B due to Party A’s breach of contract, Party B’s right to claim compensation for the excess part or other damages shall not be affected. 5、 Purpose, existing risks and impact on the company of this transaction
In the future, the company will take Shenhui smart energy company as a pilot to carry out distributed photovoltaic construction, smart energy city construction and other businesses. This investment will help the company to further expand the layout of new energy business, accelerate the transformation and upgrading of the company, improve the competitiveness of the company, and comply with the company’s long-term development plan. The investment fund comes from the company’s own funds and will not have a significant impact on the company’s daily operation and main business.
There may be technical, market and management risks during the implementation of the investment project. The company will pay close attention to the operation and management of investment projects, timely control risks and ensure the safety and income of the company’s investment. Please pay attention to investment risks. 6、 Documents for future reference
1. Equity transfer agreement signed by the company
It is hereby announced
Guangdong Highsun Group Co.Ltd(000861) board of directors
January 11, 2002
