Securities code: 002196 securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022-009 Zhejiang Founder Motor Co.Ltd(002196)
Announcement on signing the conditional effective share subscription agreement for Zhejiang Founder Motor Co.Ltd(002196) non public offering shares
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 completeness of its contents.
Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company” or “the company”) held the 15th meeting of the seventh board of directors of the company on January 25, 2022. The meeting deliberated and adopted the proposal on signing the conditional effective share subscription agreement between the company and excellence automobile, It is agreed that the company will sign the conditional effective share subscription agreement with Zhuoyue Automobile Co., Ltd. for this non-public offering of shares.
1、 Summary of the conditional share subscription agreement
(I) contract subject and signing time
Party A: Zhejiang Founder Motor Co.Ltd(002196)
Party B: Zhuoyue Automobile Co., Ltd
Signed on: January 25, 2022
(II) subscription method, subscription price, subscription quantity and payment method, etc
1. Subscription method
Party B shall subscribe for the shares of Party A’s non-public offering in RMB cash.
2. Subscription price
(1) Party A’s issuance adopts the method of inquiry issuance, and the pricing benchmark date is the first day of the issuance period of Party A’s issuance, The issuing price shall not be lower than 80% of the average trading price of Party A’s shares in the 20 trading days before the pricing benchmark date (the average trading price of Party A’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of Party A’s shares in the 20 trading days before the pricing benchmark date ÷ the total trading volume of Party A’s shares in the 20 trading days before the pricing benchmark date). In case of ex right and ex interest 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 base price of this issuance shall be adjusted for ex right and ex interest.
(2) Both parties confirm that the final issue price of the non-public offering of shares will be determined by the board of directors of Party A through consultation with the sponsor (lead underwriter) of the non-public offering of shares in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authority after the non-public offering of shares is approved by the CSRC.
(3) Party B does not participate in the market bidding process of this issuance pricing, but promises to accept the market bidding results and subscribe at the same price as other issuance objects, that is, Party B agrees to subscribe for shares at the above issuance price. If the issuing price of this issue cannot be generated through the above market inquiry, Party B shall subscribe for the shares of the company this time at the bottom price of this issue (80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date).
3. Subscription quantity
This time, Party A plans to issue RMB ordinary shares (A shares) in a non-public manner, and the number of shares issued shall not exceed 99888986 (including this number). The subscription amount of Party B shall not be less than RMB 100 million (including this amount) and not more than RMB 300 million (including this amount). The number of shares subscribed by Party B shall be determined according to the subscription amount divided by the issuance price of the raised funds. If the tail of the issued number is less than 1 share, Party B agrees to round off the non integer part.
4. Payment method
Party B shall, within three working days from the date when Party A’s non-public offering of shares is approved by the CSRC and Party B receives the subscription payment notice issued by Party A or the recommendation institution (lead underwriter), remit all the subscription money in cash to the account specially opened by the recommendation institution for this offering, After the capital verification is completed and the relevant expenses are deducted, it shall be transferred to the special storage account of Party A’s raised funds.
5. Restricted period
The shares subscribed by Party B this time shall not be transferred within 18 months from the end of this non-public offering (the date on which the non-public offering shares of this Agreement are registered in the name of Party B in the securities registration and clearing institution).
The shares derived from the shares obtained by Party B based on this non-public offering due to the company’s distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above share locking arrangement.
Party B shall issue relevant lock-in commitments for the shares subscribed in this non-public offering in accordance with relevant laws and regulations and the relevant provisions of the CSRC and the stock exchange, and handle relevant share lock-in matters in accordance with the requirements of Party A.
6. Other agreements
After receiving the subscription money paid by Party B for this offering, Party A shall employ an accounting firm with securities related qualification to verify the capital, and timely go through the share registration formalities at the securities registration and settlement institution. (IV) liability for breach of contract
1. If one party of this agreement breaches the contract, which makes this agreement unable to be performed or fully performed, the breaching party shall bear the liability for breach of contract. If one party of this agreement violates the representations and warranties of this Agreement and causes losses to the other party, the breaching party shall bear corresponding compensation liabilities.
2. If this agreement cannot be performed or fully performed due to force majeure, the breaching party shall not be liable for breach of contract. However, if force majeure occurs after the party’s delay in performance, the liability for breach of contract shall not be exempted.
Force majeure mentioned in this clause refers to unforeseeable, unavoidable and insurmountable objective conditions, including but not limited to earthquake, typhoon, flood, fire, war and other unforeseeable force majeure events that cannot be prevented or avoided for their occurrence and consequences, or the change of any laws, regulations and rules, or the promulgation of new laws, regulations and rules, Or any government action that directly affects the performance of this agreement or fails to perform according to the agreed conditions.
3. If Party B fails to pay the share subscription amount to Party A on time or in full, Party A has the right to unilaterally terminate this agreement. Party B no longer has the share subscription right of Party A, and Party B shall pay liquidated damages to Party A at 15% of its share subscription amount.
4. If the issue of non-public offering shares agreed under this agreement is not approved by Party A’s board of directors or the general meeting of shareholders or approved by the CSRC and other relevant regulatory authorities, or Party A adjusts or cancels the non-public offering due to the requirements of the CSRC, the exchange and other relevant regulatory authorities, it will not constitute Party A’s breach of contract, and Party A shall not be liable for breach of contract to Party B.
(V) effectiveness, termination and dissolution of the contract
1. This agreement is established on the date when the legal representatives of Party A and Party B sign and affix their official seals, and takes effect when all the following conditions are met:
(1) This non-public offering of shares and this Agreement have been deliberated and approved by the board of directors of Party A;
(2) This non-public offering of shares and this Agreement have been approved by the general meeting of shareholders of Party A;
(3) The non-public offering of shares was approved by the CSRC.
2. If any of the above conditions is not met, or Party A believes that the non-public offering can not achieve the purpose of issuance according to the actual situation and relevant laws and regulations, and voluntarily withdraws the application materials from the CSRC, this agreement will be automatically terminated from the date of the occurrence of the above circumstances, and both parties will bear the expenses paid for signing and preparing to perform this agreement, and both parties will not bear any responsibility to each other; After the above conditions are met, the date on which the last condition is met shall be the effective date of the contract.
3. This agreement can be terminated by consensus of both parties.
4. In case of any of the following circumstances, either party has the right to unilaterally terminate this agreement by sending a written notice to the other party:
(1) During the performance of this agreement, one party is dissolved, liquidated, bankrupt, closed down, acquired / merged, cancelled, revoked and its business license is revoked, which makes this agreement unable to be performed as agreed;
(2) The representations and warranties made by one party under this Agreement are untrue or invalid, or one party violates its obligations under this agreement, resulting in the inability to perform this agreement.
2、 Documents for future reference
(I) Zhejiang Founder Motor Co.Ltd(002196) resolution of the 15th meeting of the seventh board of directors; (II) Zhejiang Founder Motor Co.Ltd(002196) resolution of the 9th meeting of the 7th board of supervisors;
(III) prior approval opinions of Zhejiang Founder Motor Co.Ltd(002196) independent directors on non-public Development Bank shares and other related matters
(IV) Zhejiang Founder Motor Co.Ltd(002196) independent directors’ independent opinions on non-public development of shares and other related matters of the company;
(V) share subscription agreement with conditional effect.
It is hereby announced.
Zhejiang Founder Motor Co.Ltd(002196) board of directors January 25, 2022
