Securities code: 002638 securities abbreviation: Dongguan Kingsun Optoelectronic Co.Ltd(002638) Announcement No.: 2022-012 Dongguan Kingsun Optoelectronic Co.Ltd(002638)
Announcement on supplementary review of the supplementary agreement to the capital increase agreement
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
On November 12, 2019, Dongguan Kingsun Optoelectronic Co.Ltd(002638) (hereinafter referred to as “the company”), the wholly-owned subsidiary Qinshang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “Qinshang photoelectric”) and the former wholly-owned subsidiaries Dongguan Yuguang Lighting Co., Ltd. (hereinafter referred to as “Yuguang lighting”), Shenzhen teke Construction Automation Engineering Co., Ltd. (hereinafter referred to as “teke construction”) Shangliuma (Guangzhou) IOT Technology Co., Ltd. (hereinafter referred to as “IOT technology”) jointly signed the capital increase agreement, According to the agreement, Tektronix construction subscribed for the newly increased registered capital of Yuguang lighting with 315 million yuan (refer to RMB, the same below) (of which, 313.74 million yuan is included in the newly increased registered capital and paid in capital of Yuguang lighting, and the remaining 1.26 million yuan is included in the capital reserve of Yuguang lighting); IOT technology subscribed 184.26 million yuan of Yuguang lighting’s newly increased registered capital with 185 million yuan (including 184.26 million yuan included in Yuguang lighting’s newly increased registered capital and paid in capital, and the remaining 740000 yuan included in Yuguang lighting’s capital reserve). On November 25, 2019, Yuguang lighting completed the industrial and commercial change registration procedures. After the capital increase, tech construction held 44.64% equity of Yuguang lighting, IOT technology held 26.21% equity of Yuguang lighting, and Qinshang optoelectronics held 29.15% equity of Yuguang lighting. For details, please refer to the relevant announcements published by the company on the designated information disclosure media.
2、 Progress
As of July 2021, Tektronix construction and IOT technology had paid a capital increase of 45 million yuan according to the agreement. According to the original agreement, the last capital increase should be paid by the end of November 2021, totaling 85 million yuan, and the remaining 50 million yuan remained unpaid. Taking into account the 90% payment obligations of Tektronix and IOT technology and the operation of Yuguang lighting, in order to reduce the financial pressure of new shareholders, Yuguang lighting held a shareholders’ meeting in July 2021 and made a resolution to change the articles of association, The new articles of association stipulates that the investment period of the last phase of the capital increase agreement will be changed from November 2021 to November 2026. After the company’s self inspection and taking corresponding rectification measures, Qinshang optoelectronics signed the supplementary agreement to the capital increase agreement with tektec construction and IOT technology on the above-mentioned change of capital contribution period.
The company held the 22nd Meeting of the 5th board of directors on January 25, 2022, and considered and adopted the proposal on supplementary review of the supplementary agreement to the capital increase agreement. This matter should be within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Main contents of the supplementary agreement to the capital increase agreement
Party A: Qinshang North Electro-Optic Co.Ltd(600184) Co., Ltd
Party B 1: Shenzhen Taike Construction Automation Engineering Co., Ltd
Party B 2: shangliuma (Guangzhou) IOT Technology Co., Ltd
Party C: Dongguan Yuguang Lighting Co., Ltd
Party A, Party B 1, Party B 2 and Party C signed the capital increase agreement in November 2019, which agreed that Party B 1 and Party B 2 would increase their capital and take shares in Dongguan Yuguang Lighting Co., Ltd. Party B 1 and 2 have fulfilled the obligations of phase I and phase II capital contribution in accordance with the capital increase agreement. Since Party B 1 and 2 intend to change the capital contribution period of phase III capital increase, the parties to the agreement have reached a supplementary agreement on the adjustment of the capital increase agreement through friendly negotiation.
1. “Article 2 payment method of this capital increase” in the capital increase agreement is revised as follows:
After this agreement is signed and takes effect, Party B shall pay the subscribed capital increase in installments and batches according to the following agreements;
(1) Within 30 days after the effectiveness of this agreement, Party B shall pay the first phase of capital increase of RMB 300 million, of which Party B 1 shall pay the capital increase of RMB 200 million and Party B 2 shall pay the capital increase of RMB 100 million;
(2) Within one year after the effectiveness of this agreement, Party B shall pay the second phase of capital increase of RMB 115 million, of which Party B 1 shall pay the capital increase of RMB 65 million and Party B 2 shall pay the capital increase of RMB 50 million;
(3) Before November 30, 2026, pay the third capital increase of RMB 85 million, of which Party B 1 pays the subscribed capital increase of RMB 50 million and Party B 2 pays the subscribed capital increase of RMB 35 million.
2. Unless otherwise specified in this supplementary agreement, the relevant expressions in this supplementary agreement have the same meaning as the capital increase agreement.
3. This supplementary agreement is a supplement to the capital increase agreement and has the same legal effect as the capital increase agreement. If the capital increase agreement is terminated or terminated in advance, this supplementary agreement shall be terminated and terminated at the same time.
4. This supplementary agreement shall come into force after being signed and sealed by the representatives of all parties to the agreement. This supplementary agreement is made in quintuplicate, with party a holding two copies, Party B holding one copy and Party C holding one copy, which have the same legal effect. 4、 Impact on the company
The supplementary agreement to the capital increase agreement signed this time will not have a significant impact on the company’s production and operation. The company will timely perform the obligation of information disclosure according to the follow-up progress, and investors are requested to pay attention to preventing investment risks. 5、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the 22nd Meeting of the Fifth Board of directors.
It is hereby announced.
Dongguan Kingsun Optoelectronic Co.Ltd(002638) board of directors January 25, 2022
