Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Share subscription agreement for non-public offering of a shares
This agreement is signed by the following parties in Wenling City, Zhejiang Province on May 20, 2022.
Party A (issuer): Zhejiang Qianjiang Motorcycle Co.Ltd(000913) legal representative: Xu Zhihao registered address: Wenling Economic Development Zone, Zhejiang Province Office Address: No. 169 Jinping Avenue, Wenling City, Zhejiang Province Party B (subscriber): Geely maijie Investment Co., Ltd legal representative: Xu Zhihao
Address: Room 606, building 1, No. 1760, Jiangling Road, Xixing street, Binjiang District, Hangzhou, Zhejiang Province
Whereas:
1. Party A is a joint stock limited company established and validly existing in accordance with the applicable laws, regulations and normative documents at that time. Its RMB common shares (A shares) publicly issued to the public are listed and traded in Shenzhen stock exchange with the stock code of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) .
2. Due to the needs of business development, Party A plans to issue no more than 5800000000 A shares (including this number) in a non-public manner. Both parties confirm that the final number of shares subscribed this time is determined according to the issuance plan approved by the CSRC. In order to support the development of Party A, Party B is willing to subscribe for the non-public offering of A-Shares in cash with an amount not exceeding RMB 504.6 million.
Therefore, on the basis of equality, mutual benefit and consensus, both parties have reached the following terms and conditions on Party B’s subscription for Party A’s non-public offering of a shares, which are hereby honored.
1. “This non-public offering” or “this offering”: Party A intends to issue no more than 5800000000 A shares (including this number) in this non-public offering. If Party A’s shares are changed before this non-public offering and the price of this non-public offering is adjusted due to share distribution, conversion of capital reserve to share capital, stock incentive or other reasons, Party B’s subscription amount will be adjusted accordingly. Both parties confirm that the final number of shares subscribed this time is determined according to the issuance plan approved by the CSRC.
2. “Party a”, “issuer”, “company” or ” Zhejiang Qianjiang Motorcycle Co.Ltd(000913) “: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) . 3. “Party B”: Geely maijie Investment Co., Ltd.
4. Newly issued shares: Party A’s non-public offering of a shares, with a par value of 1.00 yuan / share. 5. Pricing benchmark date: the announcement date of the resolution of the board of directors of this non-public offering.
6. Issue price: RMB 8.70/share.
7. The closing date of this non-public offering: the first day of listing of the subscribed shares in Shenzhen Stock Exchange after Party A completes the registration with the registration company for the subscribed shares of the subscriber under this non-public offering.
8. CSRC: refers to the China Securities Regulatory Commission.
9. Registration company: refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
10. Yuan: refers to the legal currency unit of the people’s Republic of China, i.e. RMB.
Article 2 issuance and subscription of shares
Party A and Party B agree and confirm that when Party A makes this non-public offering, Party B shall subscribe for the shares of this non-public offering according to the provisions and conditions of this agreement. The shares in this non-public offering are RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Article 3 subscription price
The subscription price of this non-public offering is [8.70] yuan / share, and the issue price is no less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date. The average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume of the company in the 20 trading days before the pricing benchmark date / the total stock trading volume of the company in the 20 trading days before the pricing benchmark date.
If the issuing price or pricing principle is adjusted due to relevant laws and regulations, normative documents, the review requirements of the CSRC or Shenzhen Stock Exchange and the requirements of the state-owned assets supervision and administration department, the subscription price of the issuing object will be adjusted accordingly.
If the company’s shares are subject to ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and P1 is the issue price after adjustment.
If the board of directors of Party A reconfirms the issue price and it is approved by the general meeting of shareholders, the new issue price shall be adjusted accordingly.
Article 4 subscription quantity
The number of shares subscribed by Party B this time shall not exceed 5800000000 shares (including this number). The number of shares issued this time will be submitted to the general meeting of shareholders to authorize the board of directors of the company and its authorized persons to negotiate with the recommendation institution (lead underwriter) according to the specific circumstances. If Party A’s shares are distributed from the pricing benchmark date of this issuance to the issuance date, the capital reserve is converted into share capital, equity incentive or other reasons lead to the change of Party A’s total share capital before this issuance and the adjustment of this issuance price, Party B’s subscription quantity will be adjusted accordingly. Both parties confirm that the final number of shares subscribed this time is determined according to the issuance plan approved by the CSRC.
Article 5 subscription method
Party B shall subscribe for the shares of this non-public offering in cash according to the conditions and terms agreed in this agreement. Article 6 payment method
After Party A obtains the approval document of the CSRC for the issuance of the non-public offering of shares, Party B shall remit the subscription money for the non-public offering of shares in full into the account specially opened by the sponsor (lead underwriter) for the non-public offering according to the specific payment date determined by the payment notice issued by Party A and the sponsor (lead underwriter). After the capital verification of the accounting firm, the recommendation institution (lead underwriter) shall deduct the recommendation and underwriting expenses and other relevant expenses, and then transfer them to the special bank storage account for raised funds designated by Party A.
After Party B pays all the subscription money, Party A or the recommendation institution (lead underwriter) shall send a notice of confirmation of share subscription to Party B, which shall specify the number and amount of shares subscribed by Party B. Once the subscription confirmation notice is delivered, Party B shall be deemed to have completed the payment obligation of the consideration for the subscription shares.
Article 7 sales restriction period
The restricted period of the non-public offering shares subscribed by Party B is 36 months, and the restricted period starts from the date of the end of the offering. If there are other requirements in relevant laws and regulations on the sales restriction period for Party B to subscribe for the shares issued this time, such provisions shall prevail. Party B’s acquisition of the shares issued by Party A in this non-public offering, and the shares derived from the distribution of stock dividends by Party A and the conversion of provident fund into share capital shall also comply with the above share locking arrangement.
Article 8 distribution of accumulated profits after this non-public offering
Party A promises that after the completion of the non-public offering, Party B has the right to participate in the distribution of the undistributed profits accumulated before the non-public offering according to the number of shares of the company held after the completion of the non-public offering. Article 9 rights and obligations of both parties
1. Rights and obligations of Party A
(1) Party A has the right to require Party B to subscribe for Party A’s non-public offering of A-Shares within the validity period of the issuance approval issued by the CSRC with the subscription quantity and subscription price agreed in this agreement.
(2) Party A is obliged to ensure that Party A’s non-public offering plan complies with relevant laws and regulations and the provisions of the CSRC.
(3) Party A is obliged to issue the shares subscribed by Party B to Party B according to the non-public offering price after receiving the subscription amount agreed by Party B in this agreement, and record the shares subscribed by Party B into Party B’s name through the securities registration system of the registration company in accordance with the procedures stipulated by the China Securities Regulatory Commission, Shenzhen Stock Exchange and the registration company.
(4) Party A is obliged to perform the provisions of laws, regulations and this agreement.
2. Rights and obligations of Party B
(1) Party B has the right to obtain the non-public issued shares of party a subscribed by Party B according to the non-public offering price after paying the subscription amount as agreed in this agreement, and enjoy the shareholder rights of Party A according to law and this agreement.
(2) Party B has the right to freely dispose of the shares of Party A held by Party B after the end of the restriction period of the non-public issued shares of Party A, unless otherwise agreed in this agreement.
(3) Party B guarantees that the subscription of Party A’s non-public offering has been subject to all its internal review and approval.
(4) Party B is obliged to provide Party A with documents and materials related to the non-public offering in accordance with relevant laws and regulations and the requirements of CSRC, Shenzhen Stock Exchange and other regulatory authorities, and ensure the authenticity, accuracy and integrity of the documents and materials provided.
(5) Party B is obliged to subscribe for the non-public shares issued by Party A in accordance with this agreement within the validity period of the issuance approval issued by the CSRC.
(6) Party B is obliged to abide by the restrictions on the sale of shares issued by Party A non publicly, and perform the provisions of laws, regulations and this agreement.
(7) Party B is obliged to perform the provisions of laws, regulations and this agreement.
Article 10 representations and warranties
1. Party A’s statement, commitment and guarantee
(1) Party A is a legally established and validly existing joint stock limited company, has the legal subject qualification to sign and perform this agreement, and has obtained the authorization and approval required to sign and perform this agreement. This agreement is the true expression of Party A’s intention;
(2) Party A’s signing and performance of this agreement will not lead to Party A’s violation of relevant laws, regulations, normative documents and Party A’s articles of association, and there is no conflict with Party A’s previous agreements or any statements, statements, commitments or guarantees made to other third parties;
(3) Party A will properly handle any matters not covered in the signing and performance of this agreement with Party B in accordance with the provisions of relevant laws, regulations and normative documents;
(4) The articles of association of Party A and other documents related to Party A or this non-public offering provided by Party A to Party B are legal, true and complete;
(5) The non-public offering shares subscribed by Party B do not involve any litigation, arbitration, administrative investigation and punishment procedures that have occurred, are facing or potential;
(6) Party A complies with the provisions of Chinese laws in force at the time of the establishment of this Agreement on the non-public issuance of A-Shares by listed companies, and there is no legal situation that it is not allowed to issue A-Shares in a non-public manner.
2. Statement, commitment and guarantee of Party B
(1) Party B is a legally established and validly existing joint stock limited company, has the legal subject qualification to sign and perform this agreement, and has obtained the authorization and approval required to sign and perform this agreement. This agreement is the true expression of Party B’s intention;
(2) Party B’s signing and performance of this agreement will not lead to Party B’s violation of relevant laws, regulations and normative documents, and there is no conflict with Party B’s previous agreements or any statements, statements, commitments or guarantees made to other third parties;
(3) Party B confirms that it has the legal entity qualification to subscribe for Party A’s non-public offering of shares in cash; (4) Party B will properly handle any matters not covered in the signing and performance of this agreement with Party A in accordance with the provisions of relevant laws, regulations and normative documents;
(5) After this Agreement comes into force, Party B shall perform its obligations under this agreement in strict accordance with the agreement;
(6) The shares of Party A obtained by Party B under this Agreement shall not be transferred within 36 months from the end of this non-public offering of Party A.
Article 11 confidentiality
1. In view that the transaction under this Agreement may cause the fluctuation of Party A’s stock price, in order to avoid the adverse impact on this transaction caused by premature disclosure and disclosure of relevant information, both parties agree and promise to take strict confidentiality measures for relevant matters of this agreement. The information disclosure of this transaction will be carried out in strict accordance with relevant laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
2. Both parties shall take strict confidentiality measures for the trade secrets and other documents of relevant parties known to each other due to this transaction. Except for the performance of legal information disclosure obligations and the investigation of intermediaries engaged in this non-public offering who have made confidentiality commitments, neither party to this Agreement shall disclose it to any other party without the permission of the other party.
Article 12 liability for breach of contract
Except for force majeure or otherwise provided in this agreement, if either party violates its obligations under this agreement or the statements, representations, commitments and warranties made in this agreement, or the statements, representations, commitments and warranties made in this Agreement are inconsistent with the facts or have major omissions, which causes losses to the other party, or the agreement cannot be effective or performed or causes losses to the other party due to the breach of either party, The breaching party shall continue to perform its obligations, take remedial measures and / or bear liabilities and compensate the other party for all losses (including reasonable expenses incurred by the other party to avoid or reduce losses, including but not limited to legal fees, enforcement fees, property preservation fees, announcement fees, evaluation fees, appraisal fees, lawyer service fees, travel expenses, etc.). The liability for breach of contract borne by either party for breach of contract shall not be exempted due to the termination or cancellation of this agreement.
Article 13 force majeure
If the performance of this agreement is affected by force majeure, the party experiencing force majeure shall immediately notify the other party by fax or other electronic forms, and submit a written certificate of force majeure within 15 working days. According to the impact on the performance of this agreement, both parties shall negotiate to determine whether to terminate this agreement, partially exempt the responsibility for the performance of this agreement, or delay the performance of this agreement.
Article 14 applicable law and dispute resolution
1. The conclusion, validity, interpretation, performance and relevant dispute resolution of this Agreement shall be governed by the laws of the people’s Republic of China.
2. All disputes between both parties in the process of performing this Agreement shall be settled through friendly negotiation; If the negotiation fails, either party may bring a lawsuit to the people’s court with jurisdiction in the place of Party A’s residence.
Article 15 dissolution or termination of this Agreement
1. If this agreement cannot be performed due to force majeure, this agreement can be terminated according to law after written confirmation by both parties.
2. This Agreement may be terminated by consensus of both parties.
3. If one party of this agreement seriously violates this agreement, so that the other party cannot achieve the purpose of the contract, the other party has the right to terminate this agreement according to law.
4. From the review of Party A’s general meeting of shareholders
