Yunnan Energy New Material Co.Ltd(002812)
Announcement on the implementation of equity incentive plan by holding subsidiaries involving related party transactions and the company's waiver of rights
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Overview of hongchuang packaging equity incentive plan and related party transactions
In order to expand the business scale of Yunnan hongchuang Packaging Co., Ltd. (hereinafter referred to as "hongchuang packaging"), a holding subsidiary of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as "the company"), and improve economic benefits and market competitiveness, hongchuang packaging plans to provide equity incentives to its core employees through the shareholding of Ningbo Hexi enterprise management partnership (limited partnership), an employee shareholding platform, Each incentive object indirectly holds the equity of hongchuang packaging by holding the partnership share of the employee stock ownership platform. The ESOP platform increased the capital of hongchuang packaging with RMB 82.5 million and subscribed for the new registered capital of hongchuang packaging of RMB 15 million (hereinafter referred to as "this incentive"), and the company gave up the preemptive right to the above-mentioned new registered capital of hongchuang packaging.
2. Related relationships between the parties to the transaction
Among the incentive objects, Mr. Chen Tao is the supervisor of the company and Mr. Xu Ming, the executive partner of the employee stock ownership platform, is the director of the company who has left office for less than 12 months. According to the company law of the people's Republic of China, the stock listing rules of Shenzhen stock exchange and other relevant regulations, the incentive matters constitute related party transactions.
3. Review and decision-making procedures
On May 20, 2022, the 50th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on related party transactions involved in the implementation of equity incentive plan by holding subsidiaries and the company's waiver of rights by 9 votes in favor, 0 votes against and 0 abstentions, and authorized the management of the company to handle relevant matters and sign relevant legal documents. The independent directors approved the proposal in advance and expressed their agreed independent opinions. The proposal of the 43rd session of the board of supervisors on the implementation of the incentive plan of affiliated companies was approved by 0 votes. Mr. Chen Tao abstained from voting on the implementation of the incentive plan of affiliated companies by the 43rd session of the board of supervisors.
According to the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for self regulation and supervision of listed companies No. 7 - transactions and related party transactions, and the relevant provisions of Yunnan Energy New Material Co.Ltd(002812) articles of association, this incentive item does not need to be submitted to the general meeting of shareholders for deliberation, and this item does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
ESOP platform and related information are as follows:
1. Company name: Ningbo Hexi enterprise management partnership (limited partnership)
2. Unified social credit Code: 91330206ma2kpwh948
3. Registered address: room 622, No. 20, office building 1, Meishan salt farm, Beilun District, Ningbo City, Zhejiang Province
4. Nature of enterprise: limited partnership
5. Executive partner: Xu Ming
6. Registered capital: 10 million yuan
7. Date of establishment: October 15, 2021
8. Business scope: general items: Enterprise Management (except for items subject to approval according to law, carry out business activities independently according to law with business license)
9. The ESOP platform has been established for a short time and has no operation for the time being.
Among the incentive objects, Mr. Chen Tao is the supervisor of the company and Mr. Xu Ming, the executive partner of the employee stock ownership platform, is the director of the company who has left office for less than 12 months. According to the company law of the people's Republic of China, the stock listing rules of Shenzhen stock exchange and other relevant regulations, the incentive matters constitute related party transactions.
After verification, the above-mentioned related parties have no dishonesty in the securities market and are not subject to execution for dishonesty.
3、 Basic information of transaction object
1. Name: Yunnan hongchuang Packaging Co., Ltd
2. Type: limited liability company (foreign-invested enterprise and domestic joint venture)
3. Address: Jiulong District, high tech Zone, Yuxi City, Yunnan Province (No. 5, Longteng Road)
4. Legal representative: Xu Ming
5. Registered capital: one hundred and thirty-four million five hundred and forty-five thousand four hundred and fifty-four yuan only
6. Date of establishment: November 28, 2018
7. Unified social credit Code: 91530400ma6ngaft6x
8. Business scope: licensed items: packaging and decoration printing; Food paper packaging, container products
Production; Production of plastic packaging containers and tool products for food (items subject to approval according to law shall be approved by relevant departments)
Business activities can only be carried out after approval, and the specific business items shall be subject to the approval results) general items: plastic packaging
Box and container manufacturing; Manufacturing of special packaging equipment; Packaging services; Sales of special packaging equipment; Paper products manufacturing;
Plastic products manufacturing; Sales of plastic products; Sales of eco-environmental materials; Sales of paper products; Professional design services;
Graphic Artist Designer; Research and development of new material technology; Import and export of goods; Technology import and export; Import and export agency; Plastic for food
Sales of packaging containers, tools and products; Sales of packaging materials and products, ink manufacturing (excluding hazardous chemicals),
Ink sales (excluding hazardous chemicals) (except for items subject to approval according to law, it shall be independent according to law with the business license
Carry out business activities).
9. Ownership structure:
Unit: RMB 10000
Before and after the implementation of shareholder equity incentive
Equity ratio of registered capital equity ratio of registered capital
Company 80000000 59.46% 80000000 53.50%
Advanced manufacturing industry investment fund (limited partnership) 54545454 40.54% 54545454 36.47%
ESOP platform -- 15000000 10.03%
Total 134545454 100.00% 149545454 100.00%
The company and the advanced manufacturing industry investment fund (limited partnership) give up the newly increased registered capital of hongchuang packaging
The company has a preemptive right of 15 million yuan.
10. Main financial data of the latest year and the first period
Unit: RMB 10000
Project year 2021 (audited) January March 2022 (Unaudited)
Operating income 57600441270843
Operating profit 528024114641
Net profit 492875 996.39
Net cash flow from operating activities 2664246 574.84
Project as of December 31, 2021 (audited) as of March 31, 2022 (Unaudited)
Total assets 997630110133786
Net assets 73.321.197431758
Total liabilities 26441822702028
4、 Main contents of this incentive
1. Incentive method: each incentive object indirectly holds the bonus by holding the partnership share of the ESOP platform
For the equity of hongchuang packaging, the ESOP platform obtained 10.03% equity of hongchuang packaging by capital increase.
2. Equity subscription price: the incentive object of this equity incentive plan subscribes 15 million yuan of registered capital of hongchuang packaging at the price of 5.50 yuan per 1 yuan of registered capital through the employee stock ownership platform, with a total subscription price of 82.5 million yuan.
3. Source of funds: self raised funds of incentive objects.
4. Exercise arrangement and others: the incentive plan will set a service period during which the incentive objects will be assessed. If the assessment conditions are met, the right will be confirmed according to the agreed proportion and progress.
5、 Pricing policy and basis of this connected transaction
The incentive object of this incentive subscribed 15 million yuan of the newly added registered capital of hongchuang packaging at the price of 5.50 yuan per 1 yuan of registered capital through the employee stock ownership platform, with a total subscription price of 82.5 million yuan. The above subscription price is determined by comprehensively considering the current operation, financial status, future development prospect, employee contribution and other factors of hongchuang packaging, and in combination with the capital increase subscription price of RMB 5.50 per RMB 1 registered capital when hongchuang packaging introduced the advanced manufacturing industry investment fund (limited partnership) for capital increase and share expansion, and is not lower than the latest audited net book asset value corresponding to each RMB 1 registered capital of hongchuang packaging. This transaction follows the principles of fairness, impartiality, voluntariness and good faith, and there is no situation damaging the interests of the company or shareholders.
6、 Purpose of transaction, reasons for Waiving rights and impact on the company
Hongchuang packaging's incentive is mainly based on the need to expand its business scale, improve economic benefits and market competitiveness, establish a mechanism of benefit sharing and risk sharing between hongchuang packaging and its core employees, effectively mobilize the work enthusiasm and initiative of employees, and further promote the steady development, excellence and strength of the company and hongchuang packaging. Hongchuang packaging's main sterile packaging business is a part of the company's business sector, Its sustained, stable and efficient development is in line with the company's strategy and the interests of shareholders. Considering the overall development plan of the company, the company waives the preemptive right related to the capital increase of hongchuang packaging. After the completion of the incentive and capital increase of hongchuang packaging, the shareholding ratio of the company to hongchuang packaging will be changed from 59.46% to 53.50%, which will not change the company's control over it and lead to changes in the scope of the company's consolidated statements. The share based payment expenses arising from this incentive are within the control of the company and its subsidiaries and will not have a significant adverse impact on the current profits and losses of the company and its subsidiaries. In conclusion, this transaction will not have a significant impact on the company's financial status and operating results, and there is no damage to the interests of the company or shareholders.
7、 All kinds of related party transactions with the related party have occurred since the beginning of 2022
From the beginning of 2022 to the disclosure date of this announcement, the company has no other related party transactions with related parties.
8、 Prior approval opinions and independent opinions of independent directors
1. Prior approval opinion
In this connected transaction, all parties follow the principle of equal and voluntary cooperation, and there is no case of using the relationship of connected parties to damage the interests of the company, nor does it damage the interests of shareholders of the company, especially small and medium-sized shareholders, which will not affect the independence of the company and comply with the provisions of relevant laws and regulations. Therefore, we agree that the company will submit the matter to the 50th meeting of the Fourth Board of directors for deliberation.
2. Independent opinion
This related party transaction is based on expanding the business scale of hongchuang packaging, a holding subsidiary, improving economic benefits and market competitiveness, and establishing a mechanism of benefit sharing and risk sharing between employees and hongchuang packaging, which is conducive to improving the comprehensive competitiveness of hongchuang packaging. The transaction price is not lower than the latest audited net book asset value corresponding to each yuan of registered capital of hongchuang packaging. This related party transaction follows the principles of fairness, impartiality, voluntariness The principle of good faith and the decision-making procedures comply with the requirements of relevant laws and regulations. There is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders, and will not lead to significant changes in the company's financial status and operating performance. Therefore, we agree that the equity incentive plan implemented by the company's holding subsidiary involves related party transactions and the company's waiver of rights.
9、 Documents for future reference
1. Resolutions of the 50th meeting of the 4th board of directors of the company;
2. Prior approval opinions of the independent directors of the company on matters related to the 50th meeting of the Fourth Board of directors of the company;
3. Independent opinions of the company's independent directors on matters related to the 50th meeting of the Fourth Board of directors; 4. Resolution of the 43rd meeting of the 4th board of supervisors of the company.
It is hereby announced.
Yunnan Energy New Material Co.Ltd(002812) board of directors
