Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-007 Shandong Fengyuan Chemical Co.Ltd(002805) about specific subscription objects
Announcement on signing the conditional share subscription agreement for non-public Development Bank A shares
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of agreement signing
Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as ” Shandong Fengyuan Chemical Co.Ltd(002805) ” or “the company”) intends to issue shares in a non-public manner, and the total amount of funds raised shall not exceed 940 million yuan. After deducting the issuance expenses, it will be used for “production base project of lithium iron phosphate cathode material for lithium battery with an annual output of 50000 tons” and “supplementary working capital project”. The objects of this non-public offering are no more than 35 issuing objects, including Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company. Among them, Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company, promised that the subscription amount would not be less than 30 million yuan and not more than 90 million yuan (including this amount), and the number of shares subscribed would not exceed 2% of the issued shares of the company. That is, if Mr. Zhao Guanghui’s full subscription for the shares issued by the company according to the above agreement will cause the number of additional shares to exceed 2% of the issued shares of the company in the last 12 months, Mr. Zhao Guanghui’s subscription for the shares issued this time is limited to 2% of the issued shares of the company.
On January 12, 2022, the company signed the conditional effective share subscription agreement for Shandong Fengyuan Chemical Co.Ltd(002805) non-public Development Bank A shares (hereinafter referred to as the “subscription agreement”) with Zhao Guanghui, the issuance object. Mr. Zhao Guanghui is the controlling shareholder and actual controller of the company, holding 59617113 shares of the company, accounting for 33.51% of the total share capital of the company. At the same time, he is also the chairman of the company. His participation in subscribing for the shares of this non-public offering constitutes a connected transaction. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Implementation of approval procedures
The non-public offering plan has been deliberated and adopted at the 12th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors respectively. As the non-public offering constitutes a connected transaction, the independent directors have issued their prior approval opinions and independent opinions. When the 12th meeting of the Fifth Board of directors held on January 12, 2022 voted on the relevant proposals involving connected transactions in the non-public offering, the connected directors have avoided voting. The non-public offering plan needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders interested in the related party transaction and their persons acting in concert (if any) avoid voting at the general meeting of shareholders.
After being deliberated and adopted by the general meeting of shareholders of the company, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, It is required to report to China Securities Regulatory Commission (hereinafter referred to as “CSRC”). After obtaining the approval of CSRC, the company will apply to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for stock issuance and listing, and complete the submission and approval procedures for all non-public offering shares.
3、 Basic information of subscribers
Mr. Zhao Guanghui, born in February 1964, is a national of the people’s Republic of China and has no permanent right of residence abroad. He has a master of business administration from Nankai University. He used to be the director of organic chemical plant in Taierzhuang District, the director of general chemical plant in Taierzhuang District, the director of Tianyuan Chemical Plant in Taierzhuang District, Zaozhuang City, the executive director, manager, general manager and Shandong Fengyuan Chemical Co.Ltd(002805) general manager of Fengyuan chemical. He is now the chairman of the company Acting Secretary of the board of directors, executive director and general manager of Shandong Fengyuan fine materials Co., Ltd., executive director and general manager of Shandong Fengyuan lithium energy technology Co., Ltd.
As of the date of this announcement, Mr. Zhao Guanghui holds 59617113 shares of the company, accounting for 33.51% of the total share capital of the company. He is the controlling shareholder and actual controller of the company.
4、 Main contents of the subscription agreement
(I) subscription method, subscription price, pricing basis and subscription quantity
1. Subscription method
Party B shall subscribe for Party A’s non-public offering of A-Shares in cash.
2. Subscription price and pricing basis
The pricing benchmark date of this non-public offering is the first day of the issuance period, and the issuance price is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date ÷ total stock trading volume in the 20 trading days before the pricing benchmark date). In case of ex right and ex interest matters such as dividend distribution, bonus shares, conversion to share capital, additional shares or allotment of shares between the pricing base date and the issuance date, the issuance price will be adjusted accordingly. The adjustment method is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where P0 is the issue reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and the issue reserve price after adjustment is P1.
The final issue price shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the inquiry results in accordance with the relevant rules of the CSRC after the application for non-public offering of shares is approved by the CSRC in accordance with the authorization of the general meeting of shareholders. Party B does not participate in the bidding process of pricing this non-public offering, but accepts the bidding results and subscribes at the same price as other investors. The pricing benchmark date of this non-public offering is the first day of the issuance period. In case of no quotation or failure to generate the issue price through bidding, Party B will continue to participate in the subscription at the issue base price (80% of the average transaction price of the company’s A-Shares 20 trading days before the pricing base date (excluding the pricing base date), and the subscription amount will remain unchanged.
3. Subscription quantity
(1) Party B promises that the subscription amount shall not be less than RMB 30 million and not more than RMB 90 million (including this amount), and the number of shares subscribed shall not exceed 2% of the issued shares of Party A. That is, if Party B’s full subscription for the shares issued by Party A according to the above agreement will result in the number of additional shares held by Party A exceeding 2% of the issued shares of Party A in the last 12 months, the number of shares issued by Party B is limited to 2% of the issued shares of Party A.
(2) The subscription amount is the subscription amount divided by the issue price of this non-public offering, and the mantissa of less than 1 share is rounded off.
(II) lock up period
Party B shall not transfer the shares subscribed through this issuance for 18 months from the date of completion of the issuance.
After the completion of this offering, the part of Party A’s shares subscribed by Party B through this offering that is increased due to Party A’s bonus shares, conversion of share capital, etc. shall also comply with the above-mentioned lock up period.
After the lock-in period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. Party B shall issue a share locking commitment in accordance with the provisions of relevant laws, regulations and normative documents, and handle relevant share locking matters.
(III) payment of share subscription price, delivery of shares and capital verification
1. Payment of share subscription price and delivery of shares
After Party A’s non-public offering is approved by the CSRC, the sponsor (lead underwriter) entrusted by Party A will start the non-public offering within the validity period of the approval document, and will issue a notice of subscription and payment to Party B according to the issuance plan finally approved by the CSRC. Within five working days from the date of receiving the subscription payment notice, Party B shall, in accordance with the requirements of the subscription payment notice, remit the agreed subscription money in cash to the account designated by the sponsor (lead underwriter) entrusted by Party A.
Party A shall, after Party B has paid the share subscription in full in accordance with the prescribed procedures, register Party A’s shares actually subscribed by Party B in the name of Party B through the securities registration system of the clearing company in accordance with the procedures prescribed by the CSRC, the Shenzhen Stock Exchange and the Clearing Company, so as to achieve delivery.
2. Capital verification
After receiving the subscription money paid by Party B for this non-public offering, Party A shall hire an accounting firm with securities related qualification to verify the capital, and timely go through the corresponding industrial and commercial change registration procedures and the share change registration procedures of China Securities Depository and Clearing Co., Ltd.
3. Other agreements
The accumulated undistributed profits of Party A before the non-public offering shall be shared by the new and old shareholders after the non-public offering.
(IV) effectiveness and conditions of the agreement
This agreement is signed by Party A and Party B and takes effect when all the following conditions are met:
1. This non-public offering and this Agreement have been deliberated and approved by the board of directors and the general meeting of shareholders of Party A;
2. This non-public offering has been approved by the CSRC.
(V) liability for breach of contract
If either party violates this agreement, or violates the commitments or guarantees made in this agreement, or there are false and material omissions in the commitments or guarantees made, it shall be deemed as a breach of contract, and the breaching party shall bear corresponding liabilities for breach of contract according to law. Unless otherwise agreed in this agreement or provided by law, if either party fails to perform its obligations under this agreement or fails to perform its obligations in accordance with the relevant provisions of this agreement, the observant party shall have the right to require the defaulting party to continue to perform or take remedial measures, and require the defaulting party to compensate for the actual losses caused to the observant party.
(VI) application of law and dispute resolution
1. The conclusion and performance of this Agreement shall be governed by and construed in accordance with Chinese laws.
2. Any dispute arising from or in connection with this Agreement shall first be settled by Party A and Party B through negotiation. If the negotiation fails, either party may bring a lawsuit to the people’s court where Party A is located.
3. Except for the clauses in dispute, the validity and continuous performance of other clauses of this Agreement shall not be affected during the dispute settlement period.
5、 Documents for future reference
1. Resolution of the 12th meeting of the 5th board of directors
2. Resolution of the 9th meeting of the 5th board of supervisors
3. The Shandong Fengyuan Chemical Co.Ltd(002805) non-public Development Bank‘s share subscription agreement with conditional effect for A-Shares is hereby announced.
Shandong Fengyuan Chemical Co.Ltd(002805) board of directors
January 13, 2022
