Securities code: 600537 securities abbreviation: Eging Photovoltaic Technology Co.Ltd(600537) Announcement No.: 2022-007 Eging Photovoltaic Technology Co.Ltd(600537) announcement on signing the conditional effective share subscription contract. The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents. Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as “the company”) convened the 10th meeting of the 7th board of directors on January 17, 2022, deliberated and adopted the proposal on the company signing the conditional effective share subscription contract for non-public development of shares, as follows: 1 Basic information of contract signing the company signed the share subscription contract with the controlling shareholder Shenzhen qinchengda Investment Management Co., Ltd. (hereinafter referred to as “qinchengda investment”) on January 17, 2022 (hereinafter referred to as “share subscription contract”). This matter has been deliberated and adopted at the 10th meeting of the 7th board of directors of the company, and it still needs to be approved by the general meeting of shareholders of the company and implemented after being approved by China Securities Regulatory Commission. 2、 Basic information of the issuer (I) basic information company name Shenzhen qinchengda Investment Management Co., Ltd. establishment date: December 17, 2012 registered address: 601, floor 6, building 1, science and technology company plant (Gongyuan Road), Dongyi lane, Xin’an street, Bao’an District, Shenzhen registered capital: RMB 10 million legal Representative: Liao Xinyuan business scope: investment management Investment consulting (excluding securities, futures, insurance and other financial businesses); Investment in industry (specific projects will be reported separately); Real estate development (real estate development within the scope of legally obtained land use right). (except for items that are subject to approval before registration as stipulated by laws, administrative regulations and decisions of the State Council) (2) The main financial data of the issuing object in the latest period the main financial data of qinchengda investment from January to September 2021 are as follows: unit: yuan project from January to September 2021 / September 30, 2021 total assets 2823759917.47 total liabilities 2198908162.79 total owner’s equity 624851754.68 total owner’s equity attributable to the parent company 624851754.68 operating revenue – operating profit (66474.50) total profit (66474.50) net profit (66474.50) net profit attributable to the owner of the parent company (66474.50) Note: the above data are unaudited (III) the relationship between the issuing object and the company. Qinchengda investment is the controlling shareholder of the company and holds 21.65% of the shares of the company. This transaction constitutes a related party transaction of the listed company. 3、 Main contents of the contract (I) subject and signing time of the contract: share issuer (Party A): Eging Photovoltaic Technology Co.Ltd(600537) share subscriber (Party B): Shenzhen qinchengda Investment Management Co., Ltd. signing time: January 17, 2022 (II) subscription price Party B’s subscription price for the subject shares issued by Party a this time is 3.70 yuan / share, Not less than 80% of the average price of the issuer’s shares in the 20 trading days before the pricing benchmark date (the average price of the company’s shares in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date / the total amount of stock transactions in the 20 trading days before the pricing benchmark date). If the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the above issuance price will be adjusted accordingly. (III) subscription quantity and amount the number of shares of the subject shares to be subscribed by Party B is 352000000 shares, which shall not exceed 30% of the total share capital of Party A before this issuance. If the issuer’s shares are ex right and ex dividend from the pricing benchmark date to the issuance date, Party B will make corresponding adjustment according to the subscription price adjustment on the premise that the subscription price remains unchanged. The final number of shares issued shall be subject to the number approved by the CSRC. The subscription price paid by Party B for the subject shares is RMB 1302400000. If the issuance scale of this issuance is different from the amount agreed in the announcement of the resolution of the board of directors of Party A or this agreement due to the approval of the CSRC, Party A has the right to adjust the subscription price payable by Party B according to the adjustment proportion of the issuance scale according to the approval of the CSRC. Party B agrees to sign the confirmation letter with Party A within three working days after receiving the relevant written notice from Party A to reflect the adjustment of the above subscription price. (IV) subscription method: the subscriber subscribes for the subject shares with its own cash or self raised funds from legal sources. (V) payment method the Subscriber agrees that after this contract comes into effect, Party B shall, from the date of receiving the subscription and payment notice issued by Party A, transfer the subscription funds into the bank account specially opened for this offering by the sponsor (lead underwriter) notified in the subscription and payment notice at one time according to the payment period set in the subscription and payment notice; The above subscription funds shall be transferred to the issuer’s special storage account for raised funds after the accounting firm has completed capital verification and deducted relevant expenses. (VI) during the lock up period, the shares subscribed by the subscriber shall not be transferred within 36 months from the date of completion of this issuance. After the completion of this offering, the shares derived from the shares issued by the issuer due to the issuer’s bonus shares and the conversion of capital reserve into share capital shall also comply with the above share lock periodic arrangement. (VII) effective conditions and effective time 1. Effective conditions: this contract is a conditional contract. This contract shall come into force when all the following conditions are met: this issuance is approved by the board of directors of the issuer, the general meeting of shareholders of the issuer and the CSRC. 2. Effective time: this contract shall be established from the date when the legal representatives or authorized representatives of Party A and Party B sign and affix the company’s official seal, and shall come into force after all the above preconditions are reached. (VIII) liability for breach of contract 1. After the signing of this contract, either party fails to comply with or perform all or part of its obligations under this contract, or violates all or part of its statements Any guarantee or commitment shall be deemed as breach of contract. The breaching party shall be liable to the observant party for breach of contract. 2. If Party A terminates the non-public offering after performing the necessary examination and approval, deliberation and information disclosure procedures due to market changes and strategic adjustment, the parties to this contract shall not be liable for breach of contract. 3. If the final subscription quantity of Party B is different from the subscription quantity agreed in this contract due to regulatory approval, Party A has the right to adjust the final subscription quantity of Party B under the condition that it does not exceed the subscription quantity agreed in this contract, and Party A will not bear the responsibility for insufficient sale and will not be deemed as Party A’s breach of contract. 4. After the effective conditions of this contract are fully met, if the subscriber fails to fulfill the obligation of paying in full within the time limit agreed in this contract due to unilateral reasons, it shall pay liquidated damages to the issuer at one ten thousandth of the unpaid share subscription price every day; If the payment is not paid in full within 10 working days, it shall be deemed to have waived the payment, and the issuer shall have the right to terminate the contract. If the overdue liquidated damages as of the date of termination of the contract are insufficient to make up for the issuer’s actual losses (including intermediary service fees), the subscriber shall be further responsible for making compensation until it makes up for the issuer’s actual losses. The liquidated damages and loss compensation agreed in this paragraph shall be paid in cash. 5. The termination of rights and obligations under this contract shall not affect the effectiveness of confidentiality obligations, liabilities for breach of contract and dispute resolution provisions of this contract. It is hereby announced. Eging Photovoltaic Technology Co.Ltd(600537) board of directors January 18, 2022
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