Securities code: Yonker Environmental Protection Co.Ltd(300187) securities abbreviation: Yonker Environmental Protection Co.Ltd(300187) Announcement No.: 2022030 Yonker Environmental Protection Co.Ltd(300187)
Announcement on waiver of preemptive right and related party transactions of holding subsidiaries
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 transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2. This connected transaction has been deliberated and approved at the 15th meeting of the 5th board of directors of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as "the company" or " Yonker Environmental Protection Co.Ltd(300187) "), and the connected directors have avoided voting. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
3. After the completion of this transaction, Mr. Liu daihuan, the director, and Mr. Nie Bing, the deputy general manager, indirectly hold 33% of the equity of yongzhiqing carbon (Beijing) Technology Co., Ltd. (hereinafter referred to as "yongzhiqing carbon") through the established Changsha carbon Hui enterprise management partnership (limited partnership) (hereinafter referred to as "team shareholding platform" or "Changsha carbon Hui").
4. There is an approval risk in this transaction. For details, please refer to "IX. risk tips of this transaction" in this announcement. Please pay attention to investment risks.
1、 Overview of related party transactions
In order to help the development of Yongzhi carbon clearing business, attract and retain excellent talents, build a professional team with sustainable competitiveness, introduce new management or business teams according to the needs of business development, and establish a cooperation mechanism of benefit sharing and risk sharing, the company agrees that Mr. Liu daihuan, the director, and Mr. Nie Bing, the deputy general manager, establish a team shareholding platform, At the same time, Mr. Liu daihuan plans to sign the capital contribution (equity) transfer agreement with the team shareholding platform, which will transfer his 33% equity of yongzhiqing carbon to the team shareholding platform at the price of zero yuan (RMB, the same below). The company waives the preemptive right of 33% equity of yongzhiqing carbon.
Since Mr. Liu daihuan is a director of the company, according to the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the "Listing Rules"), the waiver of preemptive right constitutes a connected transaction, but 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.
The company has held the 15th meeting of the 5th board of directors on April 21, 2022, which deliberated and passed the proposal on abandoning the preemptive right and related party transactions for holding subsidiaries. The related director Mr. Liu daihuan has avoided voting, and the independent directors of the company have approved the related party transactions in advance and expressed their agreed independent opinions. In accordance with the listing rules, the Yonker Environmental Protection Co.Ltd(300187) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, this transaction needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders need to avoid voting.
2、 Basic information of the counterparty
1. Director Liu daihuan
Mr. Liu daihuan is a director of the 5th board of directors of the company and executive director of Yongqing double carbon research institute. He is not a dishonest executee. This transaction will not affect the independence of the company, nor will it form dependence on related parties. Dr. Liu daihuan has successively worked as a postdoctoral in Nanjing Institute of soil research, Chinese Academy of Sciences and Institute of subtropical Agroecology, Chinese Academy of Sciences. From April 2016 to April 2020, he successively served as the supervisor and chairman of the board of supervisors of the company. He was elected as a director of the company in April 2020 and a member of the strategy committee of the Fifth Board of directors of the company. He once presided over one project of Hunan Provincial Youth Fund, and successively participated in many national and provincial research projects, such as the National Natural Science Foundation, the national key basic research and development plan, the national key R & D plan, the science and technology special project of the Chinese Academy of Sciences, the provincial key R & D plan and so on. He has applied for more than 30 patents and published more than 20 papers. Participated in more than 20 technical guidance of farmland restoration market projects. In 2019, with Yonker Environmental Protection Co.Ltd(300187) as the main completion unit and Yonker Environmental Protection Co.Ltd(300187) Mr. Liu daihuan as the main completion person, the "key technology and application of cadmium and arsenic pollution prevention and control in paddy field" won the second prize of 2019 National Science and technology progress award.
3、 Basic information of transferee
Company name: Changsha Hanhui enterprise management partnership (limited partnership)
Unified social credit Code: 91430102ma7majbr7y
Enterprise type: limited partnership
Registered address: No. 1405, Shuntian international wealth center, Furong Middle Road, Dingwangtai street, Furong district, Changsha City, Hunan Province
Executive partner: Nie Bing
Date of establishment: April 14, 2022
Business scope: general items: enterprise management consulting; business management; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information consulting services (excluding licensed information consulting services) (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship: executive partner Mr. Nie Bing is the deputy general manager of the company, and Changsha Hanhui is the related party of the company.
Partner information
Name of partner subscribed capital contribution proportion of capital contribution
(10000 yuan)
Nie Bing 119988 45.45%
Liu daihuan 144012 54.55%
Total 2640100.00%
4、 Basic information of the target company
(I) basic information
Company name: yongzhiqing carbon (Beijing) Technology Co., Ltd
Unified social credit Code: 91110105ma7g3x9j3b
Enterprise type: other limited liability companies
Registered address: 915, 8th floor, building 7, yard 23, Guangqu Road, Chaoyang District, Beijing
Legal representative: Wang Feng
Registered capital: 80 million yuan
Business scope: technical consultation, technology transfer, technology promotion, technical service and technology development; Technical inspection; Software development; Computer system services; Data processing; Basic software services; Application software services (excluding medical software); Operation of environmental protection facilities; Operation of pollution control facilities. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.
）Main financial data: yongzhiqing carbon is a newly established enterprise, which has not yet carried out business and generated income. (II) the equity structure before the completion of this transaction is as follows:
Proportion of capital contribution subscribed by shareholders
(10000 yuan)
Yonker Environmental Protection Co.Ltd(300187) 5360 67%
Total 8 Tcl Technology Group Corporation(000100) %
(III) after the completion of this transaction, the equity structure is as follows:
Shareholding ratio of shareholders' subscribed capital contribution
(10000 yuan)
Yonker Environmental Protection Co.Ltd(300187) 5360 67%
Changsha Hanhui enterprise management partnership (limited partnership) 264033%
Total 8 Tcl Technology Group Corporation(000100) %
(IV) relationship with the company
Yongzhiqing carbon is a holding subsidiary of the company. The company waives the preemptive right and does not involve the change of shareholding ratio of the company. After the equity transfer, the team shareholding platform holds 33% of the equity of yongzhiqing carbon, and the director Mr. Liu daihuan and the deputy general manager Mr. Nie Bing indirectly hold the equity of yongzhiqing carbon through the established team shareholding platform. (V) other instructions
In order to realize the equity management of talents introduced by yongzhiqing carbon in the future and restrict the rights and obligations of both parties, Mr. Liu daihuan and Mr. Nie Bing recently held a meeting of Changsha carbon Hui partners, and further reached the following agreements on relevant matters: 1. Capital contribution of partners:
The total subscribed capital contribution of all partners to Changsha carbon Hui is 26.4 million yuan, of which the partner Nie Bing's partnership share in Changsha carbon Hui is 45.45%; Partner Liu daihuan's partnership share in Changsha carbon Hui is 54.55% (including reserved partnership share). Liu daihuan actually holds 12.12% of the partnership share, and the remaining 42.43% of the partnership share is held by Liu daihuan and reserved for subsequent new partners.
2. Conditions for new partners:
The new partner must be the middle and senior management personnel and core business and technical backbone personnel of Yongzhi carbon cleaning. 3. Agreement of partners to join the partnership:
(1) The admission of new partners shall be subject to the unanimous consent of all partners, and a written admission agreement shall be concluded according to law;
(2) The new partner enjoys the same rights and assumes the same responsibilities as the original partner. The newly admitted limited partners shall be liable for the debts of the partnership before entering the partnership with the amount of capital contribution they have subscribed.
4. Transfer and withdrawal of partners' property shares
(1) Without the approval of the general partner and the shareholders' meeting of yongzhiqing carbon, the partner shall not transfer all or part of his property share in the partnership to a third person other than the partner.
(2) If a partner does not hold a position in yongzhiqing carbon due to job change, resignation, retirement and other reasons, he must transfer all the property shares of Changsha carbon Hui held by him and withdraw from the partnership, and the transfer object is only limited to the personnel qualified to join the partnership or the receiver confirmed by yongzhiqing carbon. The transfer price is based on the latest book net asset value of yongzhiqing carbon, which shall be determined by both parties through negotiation.
(3) Unless otherwise agreed in the partnership agreement, the shares of the property that has not been transferred by the general partner shall be redistributed by the general partner.
5、 Main contents of capital contribution (equity) transfer agreement
Transferor: Liu daihuan
Transferee: Changsha Hanhui enterprise management partnership (limited partnership)
(I) trading scheme
The transferor Liu daihuan voluntarily transferred its 26.4 million yuan contribution in yongzhiqing carbon (with a shareholding ratio of 33%) to the transferee Changsha carbon Hui.
The transferee Changsha Hanhui voluntarily accepted the 26.4 million yuan contribution of Liu daihuan in yongzhiqing carbon (the shareholding ratio is 33%).
(II) transfer price
Both parties agree that the 26.4 million yuan contribution of the target company held by the transferor (with a shareholding ratio of 33%) will be transferred to the transferee with zero yuan.
(III) tax agreement
Both parties shall bear their respective taxes and fees in accordance with the law.
(IV) dispute resolution
All disputes arising from the performance of this Agreement shall be settled by both parties through negotiation based on the principle of friendly cooperation; If the negotiation fails, both parties agree to bring a lawsuit to the people's court with jurisdiction according to law.
(V) others
Both parties agree that from the date when the equity transfer price is fully paid, the transferor will no longer enjoy the rights and obligations of the investor for the transferred capital contribution, and the transferee will enjoy the rights and obligations of the investor in the target company with its capital contribution.
(VI) effective conditions
This Agreement shall come into force after being signed by both parties and reviewed and approved by Yongzhi carbon cleaning shareholders' meeting and Yonker Environmental Protection Co.Ltd(300187) shareholders' meeting.
6、 Transaction purpose and impact on Listed Companies
The company gives up the preemptive right of Yongzhi carbon cleaning, a holding subsidiary, in order to help the development of Yongzhi carbon cleaning business, attract and retain talents, and realize the mechanism of benefit sharing and risk sharing between the company and excellent business and management team, which is in line with the actual situation of Yongzhi carbon cleaning and the company's long-term development strategy.
After the completion of this transaction, the equity proportion of yongzhiqing carbon held by the company remains unchanged, and it is still a holding subsidiary of the company. The waiver of the preemptive right will not have a significant impact on the production, operation and financial status of the company, and there is no situation damaging the interests of the company and all shareholders.
7、 From the beginning of this year to the disclosure date, the total amount of various related party transactions with the related person has occurred
In the past 12 months, the company has not had any related party transactions with the related party Mr. Liu daihuan in the same or related transaction category.
The company and Mr. Liu daihuan jointly invested in the establishment of yongzhiqing carbon. For details, please refer to the announcement on joint venture and related party transactions with related parties (Announcement No.: 2022013)
8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
The company's waiver of the preemptive right to purchase 33% of the equity of yongzhiqing carbon, a holding subsidiary, is the need of the company to introduce talents and help the development of yongzhiqing carbon business, which is in line with the long-term development strategy of yongzhiqing carbon. This matter does not damage the rights and interests of the company and minority shareholders.
We unanimously agreed to submit the proposal to the 15th meeting of the 5th board of directors of the company for deliberation, and the related directors shall perform the withdrawal voting procedure when deliberating the proposal.
(II) opinions of independent directors
1. The proposals related to this transaction have been approved and agreed to be submitted to the board of directors for deliberation before being submitted to the board of directors for deliberation.
2. This related party transaction was deliberated and adopted at the 15th meeting of the 5th board of directors of the company. The deliberation and voting procedures for the convening of the board meeting comply with the provisions and requirements of relevant laws and regulations, normative documents and the articles of association.
3. The company gave up 33% shares of Yongzhi carbon clearing, a holding subsidiary
