Securities code: Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) securities abbreviation: Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) Announcement No.: 2022038 bond Code: 123052 bond abbreviation: Feilu convertible bond
Zhuzhou Feilu High-Tech Materials Co.Ltd(300665)
Announcement on termination of foreign investment and related party transactions
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.
Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) (hereinafter referred to as “the company”) held the 13th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors on April 22, 2022, deliberated and adopted the proposal on signing supplementary agreement II to the investment framework agreement, and decided to terminate the investment in Hunan Ze Tinavi Medical Technologies Co.Ltd(688277) Electronic Technology Co., Ltd. (hereinafter referred to as “Ze Tinavi Medical Technologies Co.Ltd(688277) ) and related party transactions. This matter does not need to be submitted to the general meeting of shareholders for deliberation, The details are as follows:
1、 Overview of foreign investment and related party transactions
On June 17, 2021, after deliberation at the third meeting of the Fourth Board of directors of Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) (hereinafter referred to as “the company”), the company, its wholly-owned subsidiaries Shanghai Feilu Jiacheng Private Equity Fund Management Co., Ltd. and Shengli Huawei further implemented the company’s development strategy and developed military market business, and signed the investment framework agreement with Tinavi Medical Technologies Co.Ltd(688277) and its shareholders Tang Xing, sun Aixia and Ma Jun. For details, see the announcement on signing the investment framework agreement and related party transactions disclosed on cninfo.com (Announcement No.: 2021062).
On October 25, 2021, the company held the 9th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors to consider and approve the proposal on signing the supplementary agreement to the investment framework agreement. In view of the litigation matters caused by the equity dispute of Ze Tinavi Medical Technologies Co.Ltd(688277) original shareholders and the inability to form clear results in a short time, in order to better protect the rights and interests of investors, The company decided to sign the supplementary agreement to the investment framework agreement with relevant parties to suspend the transaction. For details, see the announcement on signing the supplementary agreement to the investment framework agreement disclosed on cninfo.com (Announcement No.: 2021100).
2、 Overview of signing supplementary agreement II to the investment framework agreement
Since up to now, Tang Xing and Ze Tinavi Medical Technologies Co.Ltd(688277) have not reached a settlement with Chen Yuxian to clarify the equity ownership, and the parties are unable to implement the transaction in accordance with the terms of the original agreement, in order to better protect the rights and interests of investors, after deliberation and approval at the 13th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, the company decided to sign supplementary agreement II to the investment framework agreement with relevant parties. The specific contents are as follows:
Party A 1: Shanghai Feilu Jiacheng Private Equity Fund Management Co., Ltd
Party A 2: Zhuzhou Feilu High-Tech Materials Co.Ltd(300665)
Party A 3: Sheng Lihua
Party B: Tang Xing
Party C: Hunan Ze Tinavi Medical Technologies Co.Ltd(688277) Electronic Technology Co., Ltd. (target company)
Ding Fang1: sun Aixia
Ding Fang 2: Ma Jun
(in this supplementary agreement, Party A 1, Party A 2, Party A 3 or their affiliated funds and teams are collectively referred to as Party A, Party D 1 and Party D 2 are collectively referred to as Party D, Party B and Party D are collectively referred to as “existing shareholders”, and any party of Party A, Party B, Party C and Party D is individually referred to as “party” and collectively referred to as “parties”)
Whereas:
1、 The parties signed the investment framework agreement on June 17, 2021, hereinafter referred to as the original agreement.
2、 On July 19, 2021, Chen Yuxian filed a lawsuit with the people’s Court of Yuelu District, Changsha City, Hunan Province for equity disputes with Party B and Party C. On October 25, 2021, all parties signed the supplementary agreement to the investment framework agreement and agreed to suspend this transaction. Up to now, Party B and the target company have not reached a settlement with Chen Yu first to clarify the equity ownership, and the parties are unable to implement this transaction in accordance with the terms of the original agreement.
3、 Party A 1 pays Party C a deposit of 1 million yuan in accordance with the investment framework agreement. As of April 22, 2022, Party C has returned 1 million yuan of deposit and compensated Party A 1 for the intermediary expenses incurred in this transaction of 10932335 yuan.
Based on the above background, the parties have reached the following supplementary agreement through friendly negotiation:
1、 This transaction shall be terminated from the effective date of this supplementary agreement.
2、 This Supplementary Agreement constitutes an integral part of the original agreement. In case of any inconsistency between this supplementary agreement and the original agreement or other agreements, the provisions of this supplementary agreement shall prevail; In addition to articles 2 to 4 of the original agreement on this transaction scheme, other provisions of the original agreement and the supplementary agreement to the investment framework agreement are still valid. The abbreviations and terms in this supplementary agreement have the same meanings as those in the original agreement.
3、 Impact of signing supplementary agreement II of investment framework agreement on the company
As of the disclosure date of this announcement, Ze Tinavi Medical Technologies Co.Ltd(688277) has returned the deposit paid in the early stage and compensated the intermediary expenses incurred for this transaction. After the termination of this transaction, in addition to articles 2 to 4 of the original agreement on this transaction scheme, other provisions of the original agreement and the supplementary agreement to the investment framework agreement remain valid. The termination of this transaction will not damage the interests of the company and Shanghai Feilu Jiacheng Private Equity Fund Management Co., Ltd., will not have a significant impact on the production, operation and financial status of the company, and is in line with the interests of the company and all shareholders.
The company has been committed to combining the company’s technical and business advantages, promoting the company’s products with competitive advantages in more application scenarios, and looking for new opportunities for business development for the company. In the future, the company will also combine the actual situation, give full play to the company’s advantages, look for more development opportunities, cultivate new profit growth points for the company, improve the company’s market competitiveness and effectively safeguard the interests of the majority of investors.
4、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From January 1, 2022 to the disclosure date, Ms. Sheng Lihua, the related person of the company, together with the company and its wholly-owned subsidiary Shanghai Feilu Jiacheng Private Equity Fund Management Co., Ltd., Mr. Fan Guodong, Mr. Liu Xiongying and Mr. Zhang Yining, jointly invested and established the fund, with a total capital contribution of 60 million yuan.
5、 Opinions of independent directors and board of supervisors
(I) prior approval opinions of independent directors
The independent directors of the company believe that the signing of supplementary agreement II to the investment framework agreement between the company, Shanghai Feilu Jiacheng Private Equity Fund Management Co., Ltd., related natural person Sheng Lihua and Ze Tinavi Medical Technologies Co.Ltd(688277) and its shareholders is a lawsuit caused by the equity dispute of the target company. Up to now, Ze Tinavi Medical Technologies Co.Ltd(688277) and its former shareholders have not reached a settlement with Chen Yuxian to clarify the ownership of equity, The actual situation that the parties are unable to implement the transaction in accordance with the terms agreed in the original agreement, and the prudent and necessary decisions made to protect the interests of the company and shareholders do not involve transaction pricing, and there is no situation that damages the interests of the company and investors, especially small and medium-sized investors.
Independent directors agree to submit the above proposals to the 13th meeting of the Fourth Board of directors for deliberation.
(II) independent opinions of independent directors
The independent directors of the company believe that when the board of directors of the company reviewed the supplementary agreement II to the investment framework agreement signed by the company, Shanghai Feilu Jiacheng Private Equity Fund Management Co., Ltd., related natural person Sheng Lihua, Ze Tinavi Medical Technologies Co.Ltd(688277) and its shareholders, the review and voting procedures were legal and effective, in line with the provisions of relevant laws, regulations and the articles of association. The signing of supplementary agreement II to the investment framework agreement does not harm the interests of the company and shareholders, and is in line with the overall interests of the company and all shareholders.
The independent directors agreed that the company should sign supplementary agreement II to the investment framework agreement.
(III) opinions of the board of supervisors
The company’s decision to sign the supplementary agreement II of the investment framework agreement is based on the litigation matters caused by the equity dispute of the target company. Up to now, Ze Tinavi Medical Technologies Co.Ltd(688277) and its original shareholders and Chen Yuxian still fail to reach a settlement to clarify the ownership of the equity, and the parties are unable to implement the actual situation of the transaction in accordance with the terms agreed in the original agreement. The signing of supplementary agreement II to the investment framework agreement by the company will not have a significant impact on the normal operation of the company and will not damage the interests of the company and shareholders, especially minority shareholders.
The board of supervisors approved the company to sign supplementary agreement II to the investment framework agreement.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s termination of foreign investment and related party transactions has been deliberated and approved by the board of directors and the board of supervisors, the related directors avoided voting, and the independent directors expressed their agreed independent opinions. This transaction does not need to be submitted to the general meeting of shareholders for deliberation, and the decision-making process is in line with the Listing Rules of GEM stocks of Shenzhen Stock Exchange No. 2 self regulatory guidelines for listed companies of Shenzhen Stock Exchange – standardized operation of companies listed on GEM, articles of association and management system of related party transactions of the company. The termination of foreign investment and related party transactions does not damage the interests of the company and non related shareholders.
To sum up, the sponsor has no objection to the company’s termination of foreign investment and related party transactions.
7、 Documents for future reference
1. Resolutions of the 13th meeting of the 4th board of directors of the company;
2. Resolutions of the 11th meeting of the 4th board of supervisors of the company;
3. Prior approval opinions of independent directors on relevant proposals of the 13th meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on relevant proposals of the 13th meeting of the Fourth Board of directors;
5. Supplementary agreement II to the investment framework agreement.
It is hereby announced.
Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) board of directors April 24, 2022
