Securities code: Sinofibers Technology Co.Ltd(300777) securities abbreviation: Sinofibers Technology Co.Ltd(300777) Announcement No.: 2022040
Sinofibers Technology Co.Ltd(300777)
Announcement on foreign investment and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
Sinofibers Technology Co.Ltd(300777) (hereinafter referred to as "the company" and " Sinofibers Technology Co.Ltd(300777) ") in order to further extend the application of carbon fiber in the downstream, it is proposed to invest in a subsidiary to carry out downstream new material business. The products of the subsidiary involve aerospace, civil aviation and other fields. The main body can apply for business qualification only after 36 months of establishment. To sum up, after preliminary selection, it is proposed to acquire a company established for more than 36 months as a subsidiary. After the acquisition, the company will be renamed, changed its business scope, increased capital and shares and other normative adjustments. After it meets the requirements, it can carry out new business. Considering the correlation between new business and existing business, business development risk, personnel organization structure, return on investment and other factors, the specific operations are as follows: Sinofibers Technology Co.Ltd(300777) and the company's chairman Yang Yonggang, director and general manager Wen Yuefang jointly invested in cash to acquire 100% equity of Changzhou Keshang intelligent home Co., Ltd. (hereinafter referred to as "Keshang intelligent"), of which: Sinofibers Technology Co.Ltd(300777) holds 51%, Yang Yonggang holds 16% and Wen Yuefang holds 33%, After the completion of the acquisition, it will change its name, change its business scope and increase its registered capital to 28 million yuan. All parties will increase their capital in the same proportion according to the above proportion; The tentative name is "Zhongjian new material development (Changzhou) Co., Ltd." (hereinafter referred to as "Zhongjian new material"), subject to the final industrial and commercial registration.
After the completion of this foreign investment and capital increase, the equity structure of Zhongjian new material is as follows:
Name of shareholder contribution amount (10000 yuan) contribution method contribution proportion
Sinofibers Technology Co.Ltd(300777) 1428.00 cash 51.00%
Yang Yonggang 448.00 cash 16.00%
Wen Yuefang 924.00 cash 33.00%
Total 280000 100.00%
2、 Basic information of related parties
Yang Yonggang, chairman of the company, and Wen Yuefang, director and general manager of the company are the actual controllers of the company, so this joint foreign investment constitutes a connected transaction.
Mr. Yang Yonggang, male, born in April 1967, has a doctor's degree, Chinese nationality and no overseas permanent residency. He is currently the chairman of the company.
Ms. Wen Yuefang, female, born in December 1965, has a doctor's degree, a professor, Chinese nationality and no permanent right of residence abroad. She is currently a director and general manager of the company.
Yang Yonggang and Wen Yuefang are persons acting in concert and are the actual controllers of the company.
3、 Basic information of related party transactions
Company name: Changzhou Keshang smart home Co., Ltd
Unified social credit Code: 91320411ma1me8qc0w
Legal representative: Zhu Weiping
Registered capital: 100000 yuan
Date of establishment: January 11, 2016
Business scope: engage in the sales of smart household products, computer software and electronic products by e-commerce.
As of the disclosure date of this announcement, the equity structure of Keshang intelligent is as follows:
Name of shareholder contribution amount (10000 yuan) equity ratio
Zhu Weiping 10.00 100%
The simple financial data of Keshan intelligence in the last year and the first period are as follows:
Unit: 10000 yuan
Project December 31, 2021 / March 31, 2022 / January March 2022
Total assets 4.98 4.94
Total liabilities --
Net assets 4.98 4.94
Operating income --
Net profit -0.01 -0.03
4、 Pricing policy and basis of related party transactions
The transaction price is based on the net assets of Keshang intelligent as of March 31, 2022 of 4942413 yuan. The transaction consideration confirmed by all parties through negotiation is 50000 yuan. Sinofibers Technology Co.Ltd(300777) transfers 51% of its shares, and Yang Yonggang and Wen Yuefang, who acted in concert, transfer 49% of its shares. Combined with the subsequent business development scale, it is planned to jointly increase the capital of the new material business company to 28 million yuan in the above proportion.
The above joint investment is the result of consensus reached by the company and all parties. All parties determine the equity proportion according to the mode and amount of capital contribution, and carry out it in accordance with the market rules, which is in line with the provisions of relevant laws and regulations. There is no unfair situation or damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
5、 Main contents of related party transaction agreement (I) equity transfer agreement
The equity transfer agreement has been agreed by Sinofibers Technology Co.Ltd(300777) (transferee, Party B I), Yang Yonggang (transferee, Party B II) and Wen Yuefang (transferee, Party B III) and Zhu Weiping (transferor, Party A). The main terms are as follows:
"2. Equity transfer
2.1 Party A transfers the subject equity to Party B in accordance with this agreement. Party B agrees to transfer the above-mentioned subject equity, enjoy corresponding shareholders' rights and interests and undertake corresponding obligations according to the subject equity.
2.2 after negotiation between the parties and referring to the net assets of the target enterprise of 4942413 yuan as of March 31, 2022, the parties jointly recognize that the transaction consideration of the target company is 50000 yuan. According to the detailed arrangement of Party A and Party B for the transfer of the target equity mentioned in the agreement, then:
The consideration of the subject equity transferred by Party A and Party B is 25500 yuan (in words: twenty five thousand five hundred yuan), the consideration of the subject equity transferred by Party A and Party B is 8000 yuan (in words: eight thousand yuan), and the consideration of the subject equity transferred by Party A and Party B is 16500 yuan (in words: sixteen thousand five hundred yuan).
2.3 after the signing of this agreement, Party A and Party B shall require the target company to record Party B's name, the transferred subject equity and other information in the articles of association, and complete the industrial and commercial registration procedures. Party A shall issue a written certificate to Party B for the fact that the transfer has been recorded in the articles of association and completed the industrial and commercial registration procedures.
2.4 from the date of signing this agreement, if the transaction procedures specified in the preceding paragraph cannot be completed within 60 days, Party B has the right to terminate this Agreement and refuse to pay the transfer price. If the corresponding amount has been paid, Party A shall return the paid amount to Party B.
3. Payment terms
Party A and Party B jointly agree that Party A shall transfer the equity to Party B 1, Party B 2 and Party B 3 within 15 working days after the signing of this Agreement; Within 15 working days after completing the industrial and commercial registration, Party B shall pay Party A the full amount agreed in article 2.2 of this agreement.
4. Other matters
4.1 Party A promises that after signing this agreement, it shall unconditionally agree and cooperate with the overall handover of the target company in accordance with the governance norms of Party B I, including but not limited to:
On the date of signing this agreement, Party A shall hand over to Party B the official seal, financial seal, original and duplicate business license of the subject company, bank online silver shield, tax ukey, account opening license, capital verification report, etc;
After signing this agreement, Party A shall unconditionally cooperate with Party B in making personnel appointment and removal, major business decisions, etc., and cooperate with Party B in handling the industrial and commercial registration of the administrative organ within the above specified period.
4.2 if the target company bears relevant debts before the transfer transaction date, the debts shall be borne by the original shareholders, and the relevant data shall be subject to the financial statements.
5. Representations, warranties and undertakings
Party A has legally become a shareholder of the target company, fully and legally owns all the equity of the target company under this agreement, and has relevant effective legal documents;
Party A guarantees that it has complete ownership and disposal right of the capital contribution of the company it holds, and that there is no ownership dispute over the Transferred Equity. If a subject other than the parties to this agreement raises a ownership dispute over Party B's equity, Party A shall bear all relevant responsibilities.
Party A has obtained all approvals, authorizations or permits required for signing and performing this Agreement;
Party A acknowledges that Party B agrees to sign this agreement with Party A on the premise of the above statements, guarantees and commitments of Party A;
5.2 before signing this agreement, Party A has fully disclosed the operation status, financial statements and liabilities of the target company to Party B. If Party A makes false disclosure or violates the above statements, guarantees and commitments, Party A has the right to terminate the contract and require the transferor to bear liquidated damages at 10% of the total amount of the transfer price. If the actual loss exceeds the liquidated damages, it may be required to compensate according to the actual loss. And any liability arising from the false disclosure of the transferor shall be borne by the transferor.
The above representations, warranties and commitments will remain in full force and effect after the signing of this agreement.
6. Transition clause
In order to complete the transfer of the underlying equity as soon as possible, both parties shall jointly establish a working group to be responsible for the equity transfer, obtain the approval / approval of the competent department and the consent of relevant personnel / departments as soon as possible, and handle the relevant procedures of equity transfer.
During the transition period, the transferor shall properly operate and manage the target company, maintain the stability of the production and operation, assets and personnel of the target company, safeguard the interests of the company to the greatest extent, and perform the obligations agreed in this agreement in good faith.
During the transition period, the transferee has the right to further understand the target company and stop the transferor's behavior damaging the interests of the target company. The transferee shall perform the obligations agreed in this agreement in good faith.
7. Confidentiality clause
Each party shall try its best to keep confidential all forms of business documents, materials, secrets and other information related to the other party, including the contents of this Agreement and other possible cooperation matters.
8. Force majeure
The failure of either party to perform its obligations under this agreement in part or in whole due to Force Majeure will not be deemed as breach of contract, but all reasonable and practical compensation measures shall be taken to reduce the losses caused by force majeure if conditions permit.
9. Dispute resolution
All disputes arising from or in connection with the performance of this Agreement shall first be settled through friendly negotiation. If the negotiation fails, the following settlement method shall be selected: submit to Changzhou Arbitration Commission for arbitration. The arbitration award is final and binding on all parties. " (II) capital increase agreement
The capital increase agreement has been reached by Sinofibers Technology Co.Ltd(300777) and Yang Yonggang and Wen Yuefang (collectively referred to as "the parties"). The main contents of the agreement are as follows:
"II. Capital and share increase
The parties agree that the parties to the agreement subscribe for the new registered capital of the target company at a total price of 27.9 million yuan. The capital increase of each party to the target company is as follows:
Unit: 10000 yuan
Name of shareholder capital contribution amount subscribed registered capital equity proportion form capital reserve
Party A Sinofibers Technology Co.Ltd(300777) currency 142290 - 51.00%
Party B Yang Yonggang currency 446.40 - 16.00%
Party C Wen Yuefang currency 920.70 - 33.00%
Total 279000 - 100.00%
After the capital increase, the equity structure of the target company is changed to:
Shareholder name registered capital (10000 yuan) equity ratio
Party A Sinofibers Technology Co.Ltd(300777) 1428.00 51.00%
Party B Yang Yonggang 448.00 16.00%
Party C Wen Yuefang 924.00 33.00%
Total 280000 100.00%
