Securities code: 002274 securities abbreviation: Jiangsu Huachang Chemical Co.Ltd(002274) Announcement No.: 2022-007 Jiangsu Huachang Chemical Co.Ltd(002274)
About the subsidiary – Suzhou Huachang Energy Technology Co., Ltd
Announcement on the implementation of capital financing
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Investment overview
The holding subsidiary of Jiangsu Huachang Chemical Co.Ltd(002274) (hereinafter referred to as “the company”, “the company” and ” Jiangsu Huachang Chemical Co.Ltd(002274) “) – Suzhou Huachang Energy Technology Co., Ltd. (hereinafter referred to as “Huachang energy”) is a company engaged in the research and development of common key technologies for the development and testing of hydrogen fuel cell system and promoting the industrialization of fuel cell; In order to meet the needs of subsequent industrial expansion and development; It is proposed to implement a round of capital financing. The financing plan is: the total amount of this round of capital financing is proposed to be about 100 million yuan, and the price is proposed to be 10 yuan / share. Among them, Tibet Ruihua Capital Management Co., Ltd. (hereinafter referred to as “Tibet Ruihua”) increased the capital of Huachang energy currency by 30 million yuan (including the registered capital of 3 million yuan and the premium part of 27 million yuan included in the capital reserve); The company’s monetary capital increase of 30 million yuan (including 3 million yuan of registered capital and 27 million yuan of premium) is included in the capital reserve; other capital investors are negotiating.
Before the implementation of the financing plan, the registered capital, shareholders and equity structure of Huachang energy were: the registered capital was 33 million yuan; Of which, Jiangsu Huachang Chemical Co.Ltd(002274) monetary contribution is 18 million yuan, accounting for 54.55% of the registered capital; Suzhou Huichuang energy technology partnership (limited partnership) (hereinafter referred to as “Huichuang energy”) made a monetary contribution of 12 million yuan, accounting for 36.36% of the registered capital; Jiangsu Funeng Industrial Investment Co., Ltd. (hereinafter referred to as “Funeng industry”) contributed RMB 3 million in currency, accounting for 9.09% of the registered capital.
After the implementation of the financing plan (only after the capital increase of Tibet Ruihua and the company), the registered capital, shareholders and equity structure of Huachang energy are: the registered capital is 39 million yuan; Of which, Jiangsu Huachang Chemical Co.Ltd(002274) monetary contribution is 21 million yuan, accounting for 53.85% of the registered capital; Tibet Ruihua invested 3 million yuan in currency, accounting for 7.69% of the registered capital; Huichuang energy invested 12 million yuan in currency, accounting for 30.77% of the registered capital; Funeng industrial contributed 3 million yuan in currency, accounting for 7.69% of the registered capital. The details are shown in the table below:
Before and after the implementation of the investment plan
Shareholder’s name monetary contribution (10000 yuan) in the proportion of registered capital shareholder’s name monetary contribution (10000 yuan) in the proportion of registered capital
Jiangsu Huachang Chemical Co.Ltd(002274) 1,800.00 54.55% Jiangsu Huachang Chemical Co.Ltd(002274) 2,100.00 53.85%
Huichuang energy 1200.00 36.36% Huichuang energy 1200.00 30.77%
Funeng industrial 300.00 9.09% Funeng industrial 300.00 7.69%
Tibet Ruihua 300.00 7.69%
Total registered capital 3300.00 100% total registered capital 3900.00 100%
The above-mentioned investment plan is agreed upon by the shareholders and investors through consultation; Huichuang energy and Funeng industries give up the priority of this round of capital increase; It has also signed relevant capital increase agreements with Tibet Ruihua and Jiangsu Huachang Chemical Co.Ltd(002274) . On January 17, the 13th meeting of the 6th board of directors of the company deliberated and adopted the proposal on the implementation of capital financing by the subsidiary Suzhou Huachang Energy Technology Co., Ltd. this matter is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This event does not constitute a transaction between related parties or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Introduction to counterparty
1. Tibet Ruihua Capital Management Co., Ltd
Name: Tibet Ruihua Capital Management Co., Ltd;
Type: limited liability company;
Unified social credit Code: 9154000058575400xd;
Address: No. 4, floor 13, unit 2, building 7, Jinma international, Liuwu New District, Lhasa;
Legal representative: Zhang Aoxing;
Date of establishment: December 14, 2011;
Registered capital: 160 million yuan;
Business scope: equity investment; Asset management; Capital management.
The controlling shareholder of Tibet Ruihua Capital Management Co., Ltd. is Jiangsu Ruihua Investment Holding Group Co., Ltd. and the actual controller is Zhang Jianbin. Tibet Ruihua and its controlling shareholder have no relationship with the company.
3、 Basic information of transaction object
Name: Suzhou Huachang Energy Technology Co., Ltd;
Address: No. 10, Guotai North Road, Zhangjiagang Economic and Technological Development Zone;
Unified social credit Code: 91320582ma1x91wjxy;
Legal representative: Zhu Yujian;
Registered capital: 33 million yuan;
Company type: limited liability company;
Date of establishment: September 29, 2018;
Business scope: technology development, technical consultation, technology transfer and technical services in the field of energy technology; R & D, production and sales of batteries and related parts; Inspection, testing, technical consultation and related technical services of automobiles and parts, construction machinery, electronic products and electrical appliances; Laboratory establishment and evaluation, product informatization, product standardization, technology research and development and related technical services in the field of product identification.
4、 Main contents of the agreement
Party A: Tibet Ruihua Capital Management Co., Ltd
Party B: Suzhou Huachang Energy Technology Co., Ltd
Party C: Jiangsu Huachang Chemical Co.Ltd(002274)
In addition to the terms of the agreement formed by the above financing scheme, the main terms of the agreement include:
(I) organization, management, rights and obligations
Through negotiation among Party A, Party B and Party C:
1. As a financial investor, Party A does not participate in daily operation and management.
After the completion of this financing and before the change of the board of directors and board of supervisors of the target company, no directors or supervisors shall be appointed. After the expiration of the current term of office of the target company, the shareholders’ meeting shall discuss and determine the relevant management organization structure in accordance with the provisions of the company law.
2. Party A shall enjoy the rights and perform the obligations of shareholders in accordance with the company law and the articles of association.
3. The parties decided that when the target company is involved in providing guarantee to the shareholder unit and its related parties, it shall be unanimously agreed by the shareholders with voting rights at the shareholders’ meeting. If the articles of association is inconsistent with this clause, this clause shall prevail or the articles of association shall be amended.
(II) horizontal competition and related party transactions
1. Party B’s shareholders agree to promise and guarantee that the target company will not produce, develop or operate the products, business and new products and technologies under production or development; Nor indirectly operate enterprises, new products and new technologies that compete or may compete with the target company’s business, new products and new technologies, nor engage in business activities that are the same or similar to the target company or pose a threat of competition. Party B’s shareholders promise and guarantee not to use their status as shareholders to damage the legitimate rights and interests of the target company and its shareholders.
2. The shareholder of Party B agrees that in any transaction that may occur with the target company, the shareholder guarantees to follow the principles of fairness and good faith and conduct it at the price recognized by the market; We will not engage in or participate in any behavior detrimental to the interests of the target company and other shareholders by taking advantage of the equity relationship and status of the target company.
(III) liability for breach of contract
If either party fails to actually pay the capital contribution within the time limit agreed in this agreement, it shall bear the overdue interest at the annual interest rate of 10%. Other disputes shall be settled by both parties through negotiation. If losses are caused, the responsible party or the breaching party shall bear compensation or joint and several liability. 5、 Authorization matters
Whereas the total amount of this round of capital financing is planned to be 100 million yuan, the financing amount has been determined to be 60 million yuan; For the difference part, it is proposed to request the board of directors to authorize the chairman of the company to continue to negotiate with relevant investors and sign the agreement text with the same transaction conditions deliberated and decided by the board of directors. Authorization period: within 12 months from the date of deliberation and approval by the board of directors.
6、 Purpose and impact on the company
The purpose of introducing investors into Huachang energy this time is to promote the R & D and subsequent market application promotion of hydrogen fuel cell related technologies through cooperation with partners. After the completion of this investment, it is conducive to the subsequent physical investment, R & D promotion and industrial expansion of Huachang energy.
After the completion of this investment, the shareholding ratio of the company will drop to less than 53.85%, which will not have a material impact on the future operation and management of Huachang energy.
The signing of this agreement will not affect the independence of Huachang energy. In the process of operation and management, Huachang energy establishes a relatively perfect organization and management structure and system system in accordance with the company law and the articles of association, and operates independently.
Since Huachang energy is in the entrepreneurial stage and has not yet formed a sales scale, it is difficult to predict the sales, so it is impossible to evaluate the enterprise value; The pricing of this transaction refers to the premium standard of similar venture capital enterprises and is determined through negotiation between shareholders and investors, which will not damage the interests of the company.
7、 Risk tips
1. Default risk. The investment has not been fully funded, so there is a certain risk of default. However, the investors introduced this time have good historical credit status, have certain payment ability, can perform the signed investment agreement, and have less risk.
2. Cooperation risk. In the process of cooperation, shareholders have different interest demands of all parties; It is not ruled out that contradictions affect the effect of cooperation, or lead to the suspension and failure of cooperation. For the existing risks, the company will strengthen the prior and in-process communication with partners, improve the corporate governance structure of the target company, and control relevant risks.
3. Others. There may be changes in national policies, international economic, financial, social and other irresistible factors, which may adversely affect the operation of the target company and affect the realization of the objectives of this agreement cooperation; In this regard, the company will follow up relevant changes, do a good job in prediction and analysis, and control relevant risks.
8、 Other matters
After the board of directors deliberates and approves the capital increase of the company to its subsidiaries, the company will perform relevant procedures according to the approval results to realize the capital increase in place.
After the signing of this agreement, Huachang energy will form the resolution of the shareholders’ meeting, amend the articles of association and handle the industrial and commercial change registration in accordance with the agreement.
9、 Documents for future reference
1. Resolutions of the 13th meeting of the 6th board of directors;
2. Capital increase agreement.
It is hereby announced.
Jiangsu Huachang Chemical Co.Ltd(002274) board of directors
January 18, 2022
