Securities code: Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) securities abbreviation: Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) Announcement No.: 2022017 Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137)
Suggestive announcement on the signing of the framework agreement on share transfer and voting right entrustment, the voting right entrustment agreement and the supplementary agreement on share transfer and voting right entrustment by the controlling shareholder and the actual controller and the proposed change of control
There is no guarantee that the information disclosed by the board of directors is true and complete
Records, misleading statements or material omissions.
1、 Special risk tips:
1. Mr. Li Yuguo’s voting power entrustment period is three years. Although the relevant agreements stipulate the liability for breach of contract, there may still be the risk of breach of contract;
2. Among the company’s shares held by Mr. 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;
3. 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 position of the actual controller of Qingli new energy over Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) , Qingli new energy will increase the shares of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) by legal means such as transferring 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 so on. As of the disclosure date of this announcement, there is no specific plan and there is still uncertainty.
2、 Important:
1. On April 29, 2022, Mr. Li Yuguo, the controlling shareholder and actual controller of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) (hereinafter referred to as “the company” or ” Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) “) and Qingdao Qingli new energy Co., Ltd. (hereinafter referred to as “Qingli new energy”) signed the framework agreement on share transfer and voting right entrustment and the voting right entrustment agreement, Mr. Li Yuguo intends to transfer Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) 5667480 shares (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 through block trading, 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, Mr. Li Yuguo fully entrusts Qingli new energy to exercise the voting rights, proposal rights and other non property rights of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) 51869478 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). 2. 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 57536958 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. It will become the shareholder controlling the highest proportion of voting rights of the company’s shares and comply with relevant regulatory laws and regulations
On the premise that after the completion of this share transfer and delivery, Qingli new energy may propose necessary restructuring of the board of directors and the board of supervisors of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) according to law, and propose Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) to convene a general meeting of shareholders, a meeting of the board of directors and the board of supervisors to vote on the appointment of the candidates nominated by Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) according to law. Qingli new energy will become the controlling shareholder of the company, and Zhang Jujun will become the actual controller of the company.
3. 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 Mr. Li Yuguo, on May 4, 2022, Mr. Li Yuguo signed the supplementary agreement on share transfer and entrustment of voting rights with Qingli new energy on subsequent share transfer, passive reduction of shares held by Mr. Li Yuguo, no increase of shares held by Mr. Li Yuguo Mr. Li Yuguo and Qingli new energy have reached an agreement on relevant matters such as concerted action.
1、 Basic information of this transaction
On April 29, 2022, the controlling shareholder and actual controller of the company, Mr. Li Yuguo, signed the framework agreement on share transfer and voting right entrustment and the voting right entrustment agreement with Qingli new energy. Mr. Li Yuguo plans to transfer his 5667480 shares (accounting for 1.04% of the total shares of the company and 1.06% of the total shares of the company excluding repurchased shares) held by Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) to Qingli new energy through block transactions, 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, Mr. Li Yuguo fully entrusts Qingli new energy to exercise the voting rights, proposal rights and other non property rights of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) 51869478 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). 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 57536958 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. Qingli new energy will become the controlling shareholder of the company and Zhang Jujun will become the actual controller of the company.
Before and after the share transfer and voting right entrustment, the number of shares held by both parties and the voting rights of the company are as follows:
1. Details of changes in shares and voting rights of both parties to the transaction without excluding the number of repurchased shares
Before and after this equity change
Name of shareholder
Shareholding number (shares) shareholding proportion voting right number (shares) voting right proportion shareholding number (shares) shareholding proportion voting right number (shares) voting right proportion
Li Yuguo 6865840912.59% 6865840912.59% 6299092911.55% 111214512.04%
Qingli New Energy 056674801.04% 5753695810.55%
2. Excluding the number of repurchased shares, details of changes in shares and voting rights of both parties to the transaction
Name of shareholder before and after this equity change
Shareholding number (shares) shareholding proportion voting right number (shares) voting right proportion shareholding number (shares) shareholding proportion voting right number (shares) voting right proportion
Li Yuguo 6865840912.80% 6865840912.80% 6299092911.74% 111214512.07%
Qingli New Energy 056674801.06% 5753695810.72%
2、 Basic information of transaction parties
(I) share transferor: Li Yuguo
Male, Chinese nationality, ID card No. 1 Shenzhen King Brother Electronics Technology Co.Ltd(301041) 836, address: No. 47, Donggang Road, Yuhua District, Shijiazhuang City, Hebei Province.
As of the disclosure date of this announcement, Mr. Li Yuguo holds 68658409 shares of the company, accounting for 12.59% of the total share capital of the company and 12.80% of the total shares of the company after excluding the repurchased shares.
(II) transferee of shares: Qingdao Qingli new energy Co., Ltd. (hereinafter referred to as “Qingli new energy”)
Unified social credit Code: 91370214ma7ggq512w
Legal representative: Gao Qun
Type: other limited liability companies
Date of establishment: February 8, 2022
Registered capital: 200 million
Address: room 103, No. 117, tieqishan Road, Xifu Town Street, Chengyang District, Qingdao, Shandong Province
Business scope: general projects: 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. (except for the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: power generation business, power transmission business and power supply (distribution) business; Hydropower; Heat production and supply. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments) equity structure:
Zhang Jujun, Chen Xue, Zhang Kai
100% 99% 1%
Xu Xiaofeng Qingdian Enterprise Management Co., Ltd. Xinjiang jiutongzhiheng Supply Chain Management Co., Ltd
100% 5% 95% 100%
Shanghai Guanghe Trading Co., Ltd. Qingdao qingnengdian new energy Co., Ltd. Zhonghui Holding Group Co., Ltd
51%
34% Qingdao Qingli new energy Co., Ltd. 15%
The capital source of the transferee of this transaction is its own funds or self raised funds, which does not belong to the dishonest executee. 3、 Main contents of the framework agreement on share transfer and voting right entrustment
Party A: Li Yuguo
Party B: Qingdao Qingli new energy Co., Ltd
(I) share transfer
1.1 within 15 days after the signing of this agreement, without violating laws, regulations and relevant regulatory provisions, Party A shall transfer 5667480 shares of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) held by Party A (accounting for 1.04% of the total number of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) shares, hereinafter referred to as “subject shares”) to Party B by block transaction (hereinafter referred to as “this share transfer”), and the transfer price per share shall be determined by both parties in accordance with relevant rules.
(II) delegation of voting rights
2.1 in addition to the shares transferred this time, party a fully entrusts Party B to exercise the voting rights, proposal rights and other non property rights (hereinafter referred to as “voting rights”) of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) 51869478 shares held by Party A (accounting for 9.51% of the total Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) shares) (hereinafter referred to as “voting rights”).
2.2 The term of voting right entrustment is three years, counting from the date when the share transfer and settlement is completed (the target shares are transferred to Party B’s name, the same below). At the expiration of the entrustment period, if Party B fails to transfer and subscribe Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) shares (excluding this entrustment of voting rights) so that it can actually control Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) according to the shares held by Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) and it is necessary to extend the entrustment period of voting rights in order to stabilize the control of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) , both parties agree to sign a supplementary agreement based on the conditions under this agreement.
(III) change of actual control
3.1 the actual controller of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) has been changed to Zhang Jujun since the voting power entrustment takes effect.
(IV) adjustment of the company’s board of directors, board of supervisors and management
4.1 on the premise of compliance with relevant regulatory laws and regulations, after the completion of this share transfer and delivery, Party B may propose necessary reorganization of the board of directors and the board of supervisors of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) according to law, and propose Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) to convene a general meeting of shareholders, a meeting of the board of directors and the board of supervisors to vote on the appointment of the proposed candidate.
4.2 for the need of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) reorganizing the board of directors and the board of supervisors, and upon the request of Party B, Party A shall urge the directors and supervisors nominated by Party A to resign from the positions of directors and supervisors in Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) within 5 trading days after the request of Party B. The above requirements of Party B can only be put forward after the completion of this share transfer and settlement. If Party B puts forward the above requirements before the completion of this share transfer and settlement, the period for Party A to urge the resignation of directors and supervisors shall be calculated from the next day after the completion of this share transfer and settlement.
4.3 Party B shall ensure the stability of Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) ‘s existing business operation and the stability of the management personnel, and only make necessary adjustments to the management personnel of the company. Party A shall provide necessary cooperation for the above adjustment of the management.
(V) transition period
5.1 both parties agree that the period from the date of signing this agreement to the date of completion of the reorganization of the board of directors and the board of supervisors proposed by Party B is the transition period.
5.2 during the transition period, Party A shall not do anything harmful to Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) and Party B, and shall urge the company to operate in good faith according to law and ensure the normal operation and management of the company.
5.3 both parties shall actively assist and cooperate with the listed company in information disclosure on this transaction and actively promote the share transfer and settlement.
5.4 during the transition period, Party A is obliged to urge the directors, supervisors and senior managers of the listed company nominated and appointed by Party A to continue to perform their obligations of loyalty and diligence to the listed company.
(VI) security deposit
6.1 in order to ensure the implementation of the transactions under this agreement, Party B shall report to Party A within two trading days after the signing of this agreement
