On May 4, Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) ( Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) ) announced that the control of the company was to be changed, and the new actual controller was Zhang Jujun
On April 29, the actual voting right transfer agreement was signed between Li Qinghe, the controlling shareholder of Qingdao New Energy Co., Ltd. (hereinafter referred to as “the entrusting party”) and Li Qinghe, the controlling shareholder of Qingdao New Energy Co., Ltd, Li Yuguo plans to transfer his 5.6675 million shares of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) (accounting for 1.04% of the total shares of the company and 1.06% of the total shares of the company after excluding the repurchased shares) to Qingli new energy , and the transfer price per share shall be separately determined by both parties in accordance with relevant rules . In addition to the above shares to be transferred, Li Yuguo entrusted Qingli new energy with full power to exercise the voting rights, proposal rights and other non property rights of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) 518695 million shares (accounting for 9.51% of the total shares of the company and 9.67% of the total shares of the company after excluding the repurchased shares).
The framework agreement on share transfer and voting right entrustment also shows that in terms of the payment method, in order to ensure the implementation of the transactions under this agreement, the contract stipulates that Qingli new energy shall pay a performance bond of 30 million yuan to Li Yuguo within two trading days after the signing of this agreement
At the same time, within two trading days from the date of signing the agreement, provide interest free loans of 130 million yuan to Qingli new energy and Li Yuguo. The term of the loan is three years, counting from the time when the relevant loan is provided. Party A is not required to pay interest to Party B on such loans. If the voting right entrustment is extended after the expiration of the three-year period, the above-mentioned loan shall also be extended accordingly.
The announcement makes it clear that after the completion of the above share transfer and the effectiveness of the voting right entrustment, Qingli new energy will control the voting rights of 575369 million shares of the company, accounting for 10.55% of the total shares of the company and 10.72% of the total shares of the company after excluding the repurchased shares, and will become the shareholder controlling the highest proportion of voting rights of the company’s shares. After the completion of the share transfer and delivery, Qingli new energy can propose to the board of directors of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) The board of supervisors shall conduct necessary reorganization and propose Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) convene the general meeting of shareholders, the meeting of the board of directors and the meeting of the board of supervisors to vote on the appointment of the candidates nominated by them. Qingli new energy will become the controlling shareholder of the company, and Zhang Jujun will become the actual controller of the company.
From a fundamental point of view, Qingli new energy, which is proposed to be the owner of this project, also belongs to the field of environmental protection and was established in February 2022. Qingli new energy’s business scope covers the research and development of emerging energy technologies; Power generation technology services; Wind power technology services Cecep Solar Energy Co.Ltd(000591) power generation technology service; Operation of electric vehicle charging infrastructure; Contract energy management; Engineering management services; Bidding agency services; Leasing of construction machinery and equipment; Sales of station hydrogenation and hydrogen storage facilities. The announcement did not disclose other more information.
securities times · e company reporter learned through enterprise investigation that as the actual controller of Qingli new energy, there are dozens of companies under or related to Zhang Jujun, most of which are related to new energy and electricity. Similar to Qingli new energy, some companies were established only this year. For example, Qingdao qingneng new energy Co., Ltd. and Qingdian Enterprise Management Co., Ltd. show that Zhang Jujun is the actual controller of the company, and the establishment date is January this year
What impact will the above equity transfer have on the company Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) said that after the completion of the share transfer, the independence of the company in business, assets, personnel, institutions and finance will not be changed, and the company still has independent legal personality and standardized corporate governance structure.
At the same time, the company also pointed out several risks of this transaction, including that Li Yuguo’s voting right entrustment period is three years. Although the relevant agreement stipulates the liability for breach of contract, there may still be the risk of breach of contract; Among the company’s shares held by Li Yuguo, 20 million shares are in the state of pledge, and 25.128 million shares are in the state of judicial freezing, which has the risk of being forcibly handled and affecting the stability of the company’s control in order to ensure the stability of the actual control of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) or consolidate the actual control of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) by the actual controller of Qingli new energy, Qingli new energy will increase the shares of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) by acquiring the issued shares of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) and subscribing for the shares issued by Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) and other legal means. As of the disclosure date of the announcement, there is no specific plan and there is still uncertainty.
It is worth noting that, in order to ensure the stability of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) ‘s control, clarify the matters related to the entrustment of voting rights and the disposal of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) shares held by Li Yuguo, Li Yuguo also signed the supplementary agreement on share transfer and entrustment of voting rights with Qingli NEW energy on May 4, in terms of subsequent share transfer, passive reduction of shares held by Li Yuguo, no increase of shares held by Li Yuguo Li Yuguo and Qingli new energy have reached consensus on relevant matters such as concerted action.
The data shows that Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) has developed into a comprehensive service provider integrating environmental monitoring, environmental management and environmental governance. The main products and services include ecological environment monitoring, “double carbon” technical services, VOCs treatment, regional sewage treatment, etc.
The annual report disclosed on April 28 revealed that in the face of the increasingly fierce competition in the industry, the capacity of traditional air monitoring equipment decreased, and the company’s performance also declined to a certain extent. During the reporting period, Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) achieved an operating revenue of 1.111 billion yuan, a year-on-year decrease of 10.97%, and a net profit of 712141 million yuan, a year-on-year decrease of 46.92%. The first quarter of 2022 shows that during the reporting period, the company achieved a total operating revenue of 174 million, a year-on-year decrease of 9.12%; In the same period, the net profit attributable to the shareholders of the listed company was 5.5685 million yuan, a year-on-year decrease of 48.96%.
Looking forward to the future, the company also pointed out the risks of market competition and industrial policy in its annual report. In terms of market competition, the company believes that in recent years, the number of industry entrants has increased, the market has sunk significantly and the competition is fierce, which has a certain impact on the company’s business performance. The company will increase investment in R & D and market, strengthen performance management, strengthen cooperation with international and Chinese advanced enterprises, and strive to improve the company’s performance.
