Securities code: 603637 securities abbreviation: Zhenhai Petrochemical Engineering Co.Ltd(603637) Announcement No.: 2022-005 Zhenhai Petrochemical Engineering Co.Ltd(603637)
Agreement on concerted action signed by shareholders and Ningbo Shuntong Group Co., Ltd
And notice of changes in equity
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The board of directors of Zhenhai Petrochemical Engineering Co.Ltd(603637) (hereinafter referred to as "the company", "603637}" and "the target company") received a notice from Ningbo Shuntong Group Co., Ltd. (hereinafter referred to as "Shuntong group"), Ningbo Shunjian Group Co., Ltd. (hereinafter referred to as "Shunjian group"), Zhao Liwei, fan Qihai, Weng Wei and fan Xiaomei on January 12, 2022, The above parties have signed the agreement on concerted action on January 12, 2022.
According to the share transfer agreement signed by Shuntong group and 40 shareholders including Zhao Liwei, fan Qihai, Weng Wei and fan Xiaomei on January 12, 2022, Shuntong group will transfer 5.04% of the shares of the company (hereinafter referred to as "the share transfer"), and after the share transfer is completed, Shuntong group will hold 16.53% of the shares of the company and become the largest shareholder of the company, Shunjian group is the shareholder of the company and now holds 4.25% of the shares of the company. Shuntong group and Shunjian group are the holding subsidiaries of Yuyao Shuncai Investment Holding Co., Ltd., and Shuntong group and Shunjian group are acting in concert. Natural person shareholders Zhao Liwei, fan Qihai, Weng Wei and fan Xiaomei respectively held 3.29%, 2.63%, 2.63% and 2.63% of the shares of the company before the share transfer, and 2.47%, 1.97%, 1.97% and 1.97% of the shares of the company after the transfer.
The main contents of the agreement on concerted action are announced as follows:
1、 Direct shareholding of all parties to the agreement as of the date of this announcement
Proportion of shares transferred this time proportion of shares transferred this time
Sn name holding before transfer (%) holding after transfer (%) nature
Shares (shares) shares (shares)
Ningbo shuntongji
Party A 1 27990505 11.49 40279836 16.53 state owned legal person sole proprietorship Group Co., Ltd
Ningbo shunjianji
Party A 2 10360000 4.25 10360000 4.25 state owned legal person sole proprietorship Group Co., Ltd
Party B 1 Zhao Liwei 8022206 3.29 6016655 2.47 domestic natural person
Party B 2 Fan Xiaomei 6414072 2.63 4810554 1.97 domestic natural person
Party B 3 fan Qihai 6414068 2.63 4810552 1.97 domestic natural person
Party B 4 Weng Wei 6414068 2.63 4810552 1.97 domestic natural person
Total 65614919 26.93 71088149 29.17/
2、 Agreement on concerted action
After full and friendly negotiation, all parties have signed the agreement on concerted action, become the person acting in concert, and take concerted action at the general meeting of shareholders and the board of directors of the listed company.
1. Content of concerted action
All parties agree that when dealing with various matters related to the operation and development of the company and requiring resolutions by the general meeting of shareholders and the board of directors in accordance with the company law of the people's Republic of China and other laws and regulations and the articles of association of the company, all parties agree to exercise the rights of shareholders and directors after consensus.
2. Modalities and procedures for concerted action
(1) All parties shall conduct full consultation and communication before exercising the rights of shareholders or directors of the company, and keep consistent when they or their representatives exercise the proposal right to the general meeting of shareholders and the board of directors and exercise the voting right at the relevant general meeting of shareholders and the board of directors on major matters related to the operation and development of the company.
(2) If any party or its appointed representative is unable to attend the general meeting of shareholders or the meeting of the board of directors, it shall entrust other parties or their representatives to attend the meeting and exercise their voting rights; If neither party can attend the meeting, a representative shall be jointly entrusted to attend the meeting and exercise the voting right.
(3) If the parties disagree, they shall vote according to the opinions of Party A 1 on the premise of not violating laws and regulations, regulations of regulatory authorities, articles of association and share transfer agreement. (4) The signing of this Agreement does not affect the shareholders' rights other than the proposal right and voting right of the company's shares held by each party. However, if Party B intends to pledge or dispose of the company's shares held by Party B (except judicial enforcement), Party A 1's prior written consent shall be obtained.
3. Duration of concerted action
(1) This Agreement shall be established from the date when it is sealed by Party A, signed by Party A's legal representative or authorized representative and signed by Party B, and shall take effect from the date when the following conditions are met:
1) The expiration date of the concerted action agreement signed by Party A and Party B in February 2020;
2) The delivery of the subject shares since this share transfer has been completed.
(2) The term of concerted action under this Agreement shall begin on the effective date of this agreement, and the earlier of the following circumstances shall be the termination date of the term of concerted action:
1) The expiration date of 12 months from the commencement date;
2) Except for the concerted action of this agreement, the date on which Party A can individually or jointly hold 29.9% of the shares of Zhenhai Petrochemical Engineering Co.Ltd(603637) or individually or jointly control 29.9% of the voting rights of Zhenhai Petrochemical Engineering Co.Ltd(603637) by increasing its shareholding or other means. (3) The shares of the company held by Party B shall be preferentially transferred to Party A 1 and its designated party within the period of concerted action. If Party A 1 and its designated party do not agree to the transfer, Party B may transfer them to any third party. No matter whether the share proportion of the company held by each party changes or not, this Agreement shall have legal effect on each party during the term of validity. 4. Change or termination of the agreement
Each party shall fully perform its obligations under the agreement during the term of the agreement. This Agreement shall not be changed or terminated at will unless agreed by both parties and in writing.
5. Other terms
(1) Any dispute arising from this Agreement shall be settled by the parties through friendly negotiation. If the negotiation fails, the dispute shall be submitted to the people's court where the defendant is located for settlement through litigation.
(2) This Agreement and the rights and obligations of the parties under this Agreement shall be governed by the laws of China.
3、 Impact of signing the agreement on the company
The signing of the agreement on concerted action by all parties is based on a high degree of agreement on the company's development strategy and direction, in order to guide good development expectations, continue to explore and implement mixed reform, promote the construction of modern enterprise system, further improve the efficiency of business decision-making of listed companies, and promote the healthy and sustainable development of listed companies. 4、 Follow up matters
The company will further standardize and improve the corporate governance structure, improve the overall operation decision-making efficiency and improve profitability. The company will strictly abide by the Listing Rules of Shanghai Stock Exchange, the Zhenhai Petrochemical Engineering Co.Ltd(603637) articles of association and other relevant provisions, perform corresponding legal procedures and obligations, promote the healthy and stable development of the company, and safeguard the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.
5、 Documents for future reference
1. Agreement on concerted action
It is hereby announced.
Zhenhai Petrochemical Engineering Co.Ltd(603637) board of directors
January 13, 2022
