Securities code: Synthesis Electronic Technology Co.Ltd(300479) securities abbreviation: Synthesis Electronic Technology Co.Ltd(300479) Announcement No.: 2022035 Synthesis Electronic Technology Co.Ltd(300479)
On the signing of share transfer agreement and voting right entrustment agreement by controlling shareholders
And suggestive announcement of proposed change of control
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. On April 22, 2022, the controlling shareholder of Synthesis Electronic Technology Co.Ltd(300479) (hereinafter referred to as “the company” or ” Synthesis Electronic Technology Co.Ltd(300479) “) Shandong Shensi Technology Investment Co., Ltd. (hereinafter referred to as “Shensi investment”) and Jinan energy and Environmental Protection Technology Co., Ltd. (hereinafter referred to as “energy and environmental protection”) signed the share transfer agreement. Energy and environmental protection transferred 22455912 Synthesis Electronic Technology Co.Ltd(300479) shares held by Shensi investment, accounting for 11.40% of the total share capital of the company.
2. On the same day, Shensi investment signed the voting right entrustment agreement with energy and environmental protection, and Shensi investment voluntarily entrusted the voting right corresponding to its Synthesis Electronic Technology Co.Ltd(300479) 10252872 shares (accounting for 5.20% of the total share capital of the company) to energy and environmental protection. 3. After the completion of this share transfer and voting right entrustment, energy and environmental protection will hold Synthesis Electronic Technology Co.Ltd(300479) 1660% of the voting rights, and the proportion of voting rights held by Shensi investment will be reduced to 11.22%. Energy and environmental protection will become the controlling shareholder of the company, and the state owned Assets Supervision and Administration Commission of Jinan Municipal People’s Government (hereinafter referred to as “Jinan SASAC”) will become the actual controller of the company.
4. The share transfer still needs the approval of Jinan SASAC and the compliance confirmation of Shenzhen Stock Exchange before going through the transfer procedures of share agreement in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at present, the relevant parties are making preparations for fulfilling the relevant approval procedures. Whether this transaction can pass the examination and approval is uncertain.
1、 Basic information of this agreement transfer
On April 22, 2022, Shensi investment, the controlling shareholder of the company, signed the equity transfer agreement with energy and environmental protection. Energy and environmental protection transferred 22455912 Synthesis Electronic Technology Co.Ltd(300479) shares held by Shensi investment, accounting for 11.40% of the total share capital of the company. The transfer price was 16.64 yuan per share, and the total transfer price was 37366637568 yuan.
On the same day, Shensi investment signed the voting right entrustment agreement with energy and environmental protection. Shensi investment voluntarily entrusts the voting right corresponding to its Synthesis Electronic Technology Co.Ltd(300479) 10252872 shares (accounting for 5.20% of the total share capital of the company) to energy and environmental protection. The entrustment period is from the date when the Synthesis Electronic Technology Co.Ltd(300479) 22455912 shares agreed in the share transfer agreement are registered in the name of energy and environmental protection, Until the date when the proportion of Synthesis Electronic Technology Co.Ltd(300479) shares transferred by energy environmental protection and / or its controlling shareholder from Shensi Investment Office reaches 16.60% of the total share capital of the company (subject to the date when these shares have been transferred and registered in the name of energy environmental protection and / or its controlling shareholder). Before and after the share transfer and voting right entrustment, the number of shares held by both parties and the voting rights of Synthesis Electronic Technology Co.Ltd(300479) are as follows:
Before and after this transaction
Proportion of shares (shares) held by the trading party to the total share capital proportion of voting rights proportion of shares (shares) held by the trading party to the total share capital proportion of voting rights
Shensi investment 5480874827.82% 27.82% 3235283616.42% 11.22%
Energy and environmental protection — 2245591211.40% 16.60%
Total 5480874827.82% 27.82% 5480874827.82% 27.82%
After the share transfer and voting right entrustment are completed, energy and environmental protection will hold 16.60% of the voting rights of the company, and the proportion of voting rights held by Shensi investment will be reduced to 11.22%. Energy and environmental protection will become the controlling shareholder of the company, and Jinan SASAC, the actual controller of energy and environmental protection, will become the actual controller of the company.
2、 Basic information of both parties to this Agreement
(I) basic information of Transferor
Name: Shandong Shensi Technology Investment Co., Ltd
Registered address: Block C, Qilu Software Pioneer Park Plaza, high tech Zone, Jinan, Shandong
Unified social credit code 913701007710375494
Legal representative: Wang Jichun
Date of establishment: February 1, 2005
Wang Jichun Holds 36%, Guan Huajian 15%, Zhao Aibo 10%, Chen’s main shareholder Dezhan 9%, sun Zhenxiang 8%, song Yixi 8%, Wang Wei 6%, Ma Rui 3.5%, Li Bing 3%, Liu Lei 1.5%
Registered capital: RMB 12 million
Enterprise type limited liability company
Business term: from February 1, 2005 to no fixed term
Business scope: investment, management and consulting services for science and technology projects (excluding financial business); (for projects approved according to law, business activities can be carried out only with the approval of relevant departments)
(II) basic information of the transferee
Name: Jinan energy and Environmental Protection Technology Co., Ltd
Registered address: room 839-2, Kechuang building, No. 1399, Tongfa Avenue, Jinan Economic Development Zone, Changqing District, Jinan, Shandong Province
Unified social credit code 91370100ma3bx2ap6x
Legal representative: Guo Gangchen
Date of establishment: October 8, 2015
The main shareholder Jinan Energy Investment Holding Group Co., Ltd. holds 100% equity
Registered capital: RMB 100 million
Enterprise type limited liability company
Business term: from October 8, 2015 to no fixed term
Construction and operation management of heating, refrigeration, power generation, urban sewage treatment facilities, environmental protection and energy conservation projects and municipal projects (operating with license); Transformation and upgrading of existing heating facilities (those involving special business scope equipment must be operated with a license); Construction and operation of automobile charging and replacement facilities; Construction and operation of biomass cogeneration project.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
According to the company’s inquiry on China executive information disclosure network, as of the disclosure date of this announcement, neither party to the transfer of this agreement is a “dishonest executee”.
3、 Main contents of share transfer agreement
The main contents of the share transfer agreement are as follows:
Party A (transferor): Shandong Shensi Technology Investment Co., Ltd
Party B: Jinan Environmental Protection Technology Co., Ltd
Whereas:
1. Synthesis Electronic Technology Co.Ltd(300479) (hereinafter referred to as “the target company”) is a joint stock limited company registered, established and validly existing in accordance with the laws of China. Its shares have been listed and traded in Shenzhen stock exchange with the stock code of Synthesis Electronic Technology Co.Ltd(300479) . As of the date of signing this agreement, the total share capital of the target company is 197040865 shares.
2. As of the date of signing this agreement, Party A is the shareholder of the target company and holds 54808748 shares of the target company, accounting for 27.82% of the total share capital of the target company.
3. Party B is a valid limited liability company established in accordance with the law and intends to transfer part of the shares of the target company held by Party A. 4. Party A intends to transfer 22455912 shares of the target company (accounting for 11.40% of the total share capital of the target company on the signing date of this Agreement) and its corresponding rights and obligations to Party B, and Party B agrees to transfer the above shares. Based on the principles of equality, mutual benefit and friendly negotiation, Party A and Party B have reached the following agreement in accordance with the civil code of the people’s Republic of China, the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the Administration of the acquisition of listed companies, the measures for the supervision and administration of state-owned equity of listed companies and other relevant laws, regulations, departmental rules and normative documents:
Article 1 Definitions
Unless otherwise specially explained and explained, the following terms have the following meanings in this Agreement:
1.1 this agreement refers to this Agreement and all annexes, including the supplementary agreement modified and effective by both parties from time to time. The annexes and supplementary agreement of this Agreement have the same legal effect as this agreement.
1.2 this share transfer / transaction: Party A transfers the subject shares to Party B in accordance with the agreement.
1.3 subject shares: 22455912 non tradable shares of the target company to be transferred by Party A to Party B and transferred by Party B from Party A, accounting for 11.4% of the total share capital of the target company on the date of signing this agreement.
1.4 registration and Clearing Company: refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
1.5 transfer of target shares: the target shares shall be registered in the name of Party B in the registration and settlement company.
1.6 target share transfer date: the date when the target share transfer is completed.
1.7 transition period: refers to the period from the date of signing this agreement to the date of transfer of the subject shares.
Article 2 this share transfer
2.1 Party A agrees to transfer the subject shares held by Party A and all shareholder interests and corresponding obligations derived therefrom to Party B in accordance with the terms and conditions agreed in this agreement, and Party B agrees to transfer the subject shares and relevant interests and obligations in accordance with the terms and conditions agreed in this agreement.
2.2 Party A guarantees that there is no mortgage, pledge, priority, third-party interest, any other form of restriction or security interest, or any other form of priority arrangement on the subject shares, and there is no obstacle to the share transfer due to the above arrangement, and is free from the recourse of any third party.
Article 3 transfer price and payment arrangement of subject shares
3.1 both parties agree that the unit price of this share transfer is 16.64 yuan / share, and the total price of share transfer is 37366637568 yuan (in words: three hundred seventy-three million six hundred and sixty-six thousand three hundred and seventy-five yuan and sixty-eight cents) (hereinafter referred to as the “total transfer price”). The payment is divided into the following four phases:
(1) Within 5 working days from the effective date of this agreement, Party B shall pay the first phase of share transfer price of RMB 140 million (in words: RMB 140 million only) to Party A’s designated collection account (hereinafter referred to as “Party A’s designated collection account”). (2) Within 5 working days from the date of obtaining the compliance confirmation opinion of Shenzhen Stock Exchange on this transaction, Party B shall pay the second phase of share transfer price of RMB 70 million (in words: RMB 70 million only) to the collection account designated by Party A. (3) Within 5 working days from the date of completion of the transfer of the subject shares, Party B shall pay the third phase of share transfer price of RMB 116.28 million (in words: RMB one hundred and sixteen million two hundred and eighty thousand only) to the collection account designated by Party A.
(4) Party B shall pay the remaining share transfer price to the account designated by Party A within 6 months from the date of completion of the transfer of the subject shares.
3.2 during the transition period, if the number of shares of the target company changes due to share distribution, conversion of provident fund to increase, share splitting, share allotment, dividend and other reasons, the total transfer price of this transaction and the proportion of the subject shares in the total share capital of the target company remain unchanged, and the number of subject shares shall be adjusted accordingly.
Article 5 transfer of subject shares
5.1 on the day when both parties obtain the query results of the ownership status of the subject shares according to Article 4 of this agreement, Party A and Party B shall jointly submit an application for the transfer of the subject shares to Shenzhen Stock Exchange.
5.2 within 2 working days after Party A receives the second phase share transfer price paid by Party B in accordance with paragraph (2) of Article 3.1, Party A and Party B jointly apply to the registration and settlement company for the transfer of the subject shares.
5.3 from the date of transfer of the subject shares, Party B shall become the sole owner of the subject shares and have the complete right to dispose of and benefit from the subject shares, and Party A or any other third party shall not have any right to dispose of, benefit from or otherwise benefit from the subject shares.
Article 6 transitional arrangements
6.1 during the transition period, Party A promises to reasonably exercise the voting rights corresponding to the subject shares to reasonably ensure the normal operation and asset business integrity of the target company, including but not limited to the following circumstances (except those with the prior written consent of Party B and those not caused by Party A):
(1) Party A promises to try its best to promote the target company to maintain normal and legal operation in accordance with the established development strategy and practice within the scope of its rights, and try its best to prevent major adverse changes in the target company’s business organization, operation, reputation and other relations with customers and business dealings;
(2) Party A shall not seek to sell the subject shares, negotiate or sign any document with any third party on the transfer, custody, pledge or other encumbrance of the subject shares, and shall not carry out any act in conflict with the performance of this agreement
