Securities code: 300530 securities abbreviation: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) Announcement No.: 2022-015 Hunan Lingpai Dazhi Technology Co., Ltd
Announcement on the establishment of a joint venture by the company's foreign investment
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 foreign investment
1. According to the needs of strategic development, Hunan Lingpai Dazhi Technology Co., Ltd. (hereinafter referred to as "the company") plans to sign the cooperation agreement on initiating the establishment of Hengyang Lingpai New Energy Technology Co., Ltd. with Hengyang Zhigu Technology Development Co., Ltd. (hereinafter referred to as "Zhigu technology") in Hengyang city, The company plans to jointly invest with Zhigu technology to establish a power battery system integration plant. The name of the joint venture is tentatively determined as "Hengyang Lingpai New Energy Technology Co., Ltd." (the final name shall be subject to the name approved by the registration authority, hereinafter referred to as "Hengyang Lingpai").
The company invested 150 million yuan in kind, intellectual property rights and cash, holding 75% of the equity of Hengyang Lingpai; Zhigu technology contributes 50 million yuan in cash and holds 25% equity of Hengyang Lingpai, including 50 million yuan of registered capital and 150 million yuan of capital reserve.
2. Approval procedures for this investment
On January 17, 2022, the third meeting of the Fifth Board of directors held by the company deliberated and adopted the proposal on the company's foreign investment to establish a joint venture. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association of Hunan Lingpai Dazhi Technology Co., Ltd. (hereinafter referred to as the "articles of association"), the proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3. This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to counterparty
Company name: Hengyang Zhigu Technology Development Co., Ltd
Address: building B3, mangrove R & D and Innovation Zone, Hengshan Science City, group 12, Donghu village, Yueping Town, Yanfeng District, Hengyang City, Hunan Province
Type: limited liability company (solely state-owned)
Legal representative: Yin Sheng
Registered capital: 50 million yuan
Date of establishment: January 16, 2018
Business scope: technology intermediary services; Scientific and technological information consulting services; Technology project agency services; Bidding services for science and technology projects; Science and technology project evaluation services; Science and technology project appraisal service; Patent services; Copyright services; Software services; Corporate image planning services; Planning creative services; Market research services; Data processing and storage services; Management system certification; Product certification; Cultural and art consulting services; Enterprise financial consulting services (excluding financial, securities, futures and private capital intermediary consulting); Engage in industrial investment permitted by national policies with its own funds; Industrial operation services; Sales of electronic products; Procurement and sales of building materials and seedlings; Inspection and testing of instruments and equipment; Testing of optical electromechanical products and instruments; supply chain management; Site and house leasing; Catering management; Food and Beverages; Conference and exhibition services; estate management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: the Management Committee of Hengshan science city holds 100% equity.
Actual controller: Hengshan Science City Management Committee
Zhigu technology does not belong to the dishonest executee. There is no relationship between the company and Zhigu technology.
3、 Basic information of investment object
1. Basic information of the proposed company
Company name: Hengyang Lingpai New Energy Technology Co., Ltd. (tentative name, subject to the name approved by the registration authority)
Registered capital: 50 million yuan
Company type: limited liability company
Company domicile: Building 6, comprehensive bonded zone, Baishazhou Industrial Park, Hengyang City (the final name approved by the registration authority shall prevail)
Business scope: design and development of power battery products and power battery system integration (the final name approved by the registration authority shall prevail)
2. Mode of contribution
The company invested 150 million yuan in kind, intellectual property rights and cash, holding 75% of the equity of Hengyang Lingpai, and the source of funds is its own or self raised funds; Zhigu technology contributes 50 million yuan in cash and holds 25% equity of Hengyang Lingpai. The source of funds is its own or self raised funds.
4、 Main contents of foreign investment contract
Party A: Hunan lingpaidazhi Technology Co., Ltd
Party B: Hengyang Zhigu Technology Development Co., Ltd
(I) registered capital and capital contribution
Both parties unanimously confirm that Party A contributes 150 million yuan, accounting for 75% of the shares, including in kind, intellectual property rights and cash; Party B contributes 50 million yuan, accounting for 25% of the shares, and the contribution method is monetary contribution; The registered capital is 50 million yuan and the capital reserve is 150 million yuan.
(II) organizational agreement of the company's management
1. Board of directors. The company has no board of directors and one executive director appointed by Party A. The functions and powers of the executive director and the rules of procedure shall be exercised in accordance with the provisions of the company law or the contents agreed in the articles of association.
2. Board of supervisors. The company has no board of supervisors, but one supervisor appointed by Party B. The discussion methods and voting procedures of supervisors shall be implemented in accordance with the provisions of the company law and the articles of association.
3. Management. The company has one general manager, who is concurrently held by the executive director; There are 2 deputy general managers and 1 financial director. In principle, the management shall be appointed by the executive director, but Party B shall be consulted first.
(III) liability for breach of contract
Unless otherwise agreed in this agreement, if any party (hereinafter referred to as the "breaching party") materially violates any obligation under this agreement, the other non breaching parties shall be entitled to any and all of the following remedies:
1. The non breaching party may send a breach notice to the breaching party, requiring the breaching party to correct such breach within the specified time limit;
2. If the breaching party fails to take remedial measures or correct the breach within 30 working days after receiving the breach notice from the non breaching party, the non breaching party has the right to cancel the capital contribution right of the breaching party in addition to making claims in accordance with the agreement and existing laws;
3. Any other remedies permitted and available under this Agreement and any applicable Chinese laws and regulations. (IV) effectiveness of the agreement
This Agreement shall come into force after the legal representatives or authorized representatives of both parties sign and affix the official seal or special seal for contract, and perform the necessary internal and external authorization and approval procedures. Once this Agreement comes into force, it shall be legally binding on both parties. 5、 Purpose of foreign investment, existing risks and impact on the company
(I) purpose of foreign investment
Through this foreign investment, the company has realized in-depth cooperation with Zhigu technology, which can give full play to and make use of the leading advantages and resources of both sides in their respective fields, further expand the company's business scale, create new operating revenue growth points for the company, and improve the company's core competitiveness.
(II) possible risks
Hengyang Lingpai may face the influence of industry policy changes, market competition, operation and management and other factors in the operation process, and the company's investment income is at risk of uncertainty. In this regard, the company will further improve the internal control and supervision mechanism, actively prevent and control risks, promote Hengyang Lingpai shareholders to give full play to their respective resource advantages and promote the healthy and stable development of Hengyang Lingpai. The company will timely perform the obligation of information disclosure according to the progress of the cooperation. Please pay attention to the investment risks and invest cautiously.
(III) impact on the company
This foreign investment conforms to the company's strategic development plan, will further improve the company's new energy power battery industry layout, meet the needs of the company's future business development and market expansion, and is of great significance to promote the company's long-term and stable development. This foreign investment will increase the company's cash expenditure, but in the long run, it will have a positive impact on the company's business layout and operating performance, which is in line with the interests of all shareholders of the company.
6、 Documents for future reference
1. Resolutions of the third meeting of the 5th board of directors of the company;
2. Cooperation agreement on initiating the establishment of Hengyang Lingpai New Energy Technology Co., Ltd.
It is hereby announced.
Board of directors of Hunan Lingpai Dazhi Technology Co., Ltd. January 18, 2022
