The hottest TBEA Urumqi strategic emerging industr

TBEA: Urumqi strategic emerging industries new energy guidance fund increases capital to the company's holding subsidiary new energy Co., Ltd.

TBEA: Urumqi strategic emerging industries new energy guidance fund increases capital to the company's holding subsidiary new energy Co., Ltd.

TBEA: Urumqi strategic emerging industries new energy guidance fund increases capital to the company's holding subsidiary new energy Capital increase of subsidiaries of special energy Co., Ltd.

time: February 21, 2020 18:36:33 zhongcaiyuan Title: Urumqi strategic emerging industry new special energy guidance in the production workshop of Guangya aluminum industry on-site fund to increase capital to subsidiaries of the company's holding subsidiary new special energy Co., Ltd.

securities code: 600089 securities abbreviation: No.: Pro

Urumqi strategic emerging industry new special energy guidance fund The board of directors and all directors of the company guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents

important content tips:

Name of investment target: Xinjiang Xinte Crystalline Silicon High Tech Co., Ltd. (hereinafter referred to as crystalline silicon company)

Investment amount: 600million yuan

I. overview of foreign investment

1. Basic information of foreign investment

in order to further expand financing channels, optimize the company's industrial layout, and improve the company's profitability,

was reviewed and approved by the company's 17th interim Board of directors in 2019, The holding subsidiary of the company, Xinte Energy Co., Ltd. (hereinafter referred to as Xinte energy company) and Urumqi industry guidance Private Equity Fund (hereinafter referred to as industry

guidance fund) jointly invested and established Urumqi strategic emerging industry Xinte energy guidance fund (limited partnership) (hereinafter referred to as Zhanxin Fund). The Zhanxin fund increased capital to Xinjiang Xinte Crystalline Silicon High Tech Co., Ltd. (hereinafter referred to as crystalline silicon company) with 600million yuan. The capital increase funds are all used for matters related to the main business of crystalline silicon company and other purposes approved by the board of directors and the shareholders' meeting in advance,

including but not limited to projects such as the quality improvement of polysilicon products and the extension of silicon-based and zirconium based industrial chains; Repay shareholder loans, bank loans and supplement the company's working capital related to

main business

2. Approval status

on February 21, 2020, the company held the first interim board meeting in 2020 by means of communication voting, and deliberated and passed the proposal on capital increase of Urumqi strategic emerging industry new energy guidance fund to the company's holding subsidiary new energy Co., Ltd.

, which had 11 affirmative votes, 0 negative votes, and 0 abstention votes

the decision-making procedure of the general meeting of shareholders of the company is not required for this matter

this matter does not constitute a related party transaction of the company, nor does it belong to a major asset reorganization of the company

II. Basic information of Zhanxin fund

1. Name: Urumqi strategic emerging industry new energy guidance fund (limited partnership)

2. Main business place: Xinjiang Urumqi ganquanbao economic and Technological Development Zone (Industrial Zone) Hanhai East Street

2345 management committee office building number

3. Type: limited partnership

4. Executive partner: Xinjiang Hongshan Fund Management Co., Ltd.

5 Business scope: equity investment, investment management, investment consulting. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments)

on September 27, 2019, the 17th interim Board of directors of the company in 2019 reviewed and approved the proposal on the investment in the establishment of Urumqi strategic emerging industry new energy introduction Fund (limited partnership) by the company's holding subsidiary new energy Co., Ltd

III. The main contents of this capital increase

Zhanxin fund increased its capital to crystalline silicon company with monetary capital of 600million yuan. The specific contents are as follows:

1 Basic information of crystalline silicon company

Company Name: Xinjiang Xinte Crystalline Silicon High Tech Co., Ltd.

address: No. 2499, mianguang East Street, ganquanbao economic and Technological Development Zone (Industrial Zone), Urumqi, Xinjiang

legal representative: Xia Jinjing

registered capital: RMB 1739.1598 million

date of establishment: March 9, 2018

main business: polysilicon production and sales

crystalline silicon company is the holding subsidiary of Xinte energy company, which holds 92.34% of its equity, and Xinjiang Sokos New Material Co., Ltd. holds 7.66% of its equity. Crystalline silicon company is mainly set up for the construction of 36000 ton polycrystalline silicon project and the extension of silicon-based and zirconium based industrial chain. As of December 31, 2018, crystal silicon company had total assets of 5192.9212 million yuan, total liabilities of 3864.7107 million yuan, net assets of 1328.2105 million yuan, and unrealized operating income (the above data have been audited). As of September 30, 2019, the total assets of crystalline silicon company were 508753800 yuan, the total liabilities were 3354.8144 million yuan, the net assets were 1732.6894 million yuan, and the operating income had not been realized (the above data were Unaudited)

2. Amount of capital increase, purpose of capital and shareholding ratio

zhanxinji peek has the same composition of two parts in the device. The capital is increased to crystalline silicon company with monetary capital of 600million yuan, and the price of capital increase is 1 yuan/share

the shareholding structure of post capital increase crystalline silicon company is as follows

unit: share

sequence

number of shareholders

number of subscribed shares before capital increase

shareholding ratio before capital increase

examples

number of shares increased this time

weight

number of subscribed shares after capital increase

number of subscribed shares after capital increase

shareholding ratio

examples

1

new special energy Co., Ltd.

1605859840.64

92.34%

-

1,60 5859840.64

68.65%

2

Urumqi strategic

new special capabilities of emerging industries

source guidance fund (limited

partnership)

0.00

0.00%

600000000

600000000.00

25.65%

3

Xinjiang Sokos new material

133300000.00

7.66%

133300000.00

5.70%

1739159840.64

100.00%

600000000

2339159840.64

100.00%

3. After the paid in capital contribution of corporate governance

Zhanxin fund is completed, It enjoys all the rights of shareholders of crystal silicon company as stipulated by law and the articles of association. The board of directors of crystalline silicon company has five directors, including one nominated by Zhanxin fund. The board of directors

is elected by the shareholders' meeting of crystalline silicon company, and the chairman is appointed by the director nominated by Xinte energy company. The board of supervisors has three supervisors, including one employee representative supervisor and two nominated by Xinte energy company

4. Equity repurchase

when one of the following events (hereinafter referred to as the repurchase clause) occurs, Zhanxin fund has the right to require Xinte energy

Company (or its affiliates, or a third party designated by Xinte energy company) to repurchase the entire equity of crystalline silicon company held by it:

(1) within five years after Zhanxin fund pays the investment payment to crystalline silicon company in accordance with the agreement, If crystalline silicon

the company's accumulated cash dividend to Zhanxin fund does not reach 60% of its investment payment

(2) there is a significant deviation between the data and information provided by crystal silicon company and the actual situation, or there is concealment, misleading, false statement or suspected fraud in the process of information disclosure

(3) crystalline silicon company or Xinte energy company deliberately and seriously violates the agreement or articles of association signed by all parties, and has not improved within 15 days since the written prompt of Zhanxin fund

(4) crystalline silicon company has been revoked its business license according to law, ordered to close down or revoked, resulting in liquidation, transfer of core assets or other events that have a significant impact on the survival of crystalline silicon company for any reason

(5) without the consent of Zhanxin fund, Xinte energy company set up pledge rights and other encumbrances on the equity of crystalline silicon company held by it

(6) there is a major change in crystalline silicon company or its existing shareholders, which has or will have a material impact on the operation of crystalline silicon company

(7) crystal silicon company fails to hire an accounting firm with securities business qualification to audit the financial statements of crystal silicon company and issue an audit report before April 30 of each year (unless the issuance time of the audit report is later than April 30 due to force majeure)

(8) without the written consent of Zhanxin fund, Xinte energy company directly or indirectly sells, grants or otherwise disposes of any shares of crystalline silicon company held by it

(9) crystalline silicon company or Xinte energy company violates the agreement of "7. Protective terms" below

(10) other circumstances agreed in the agreement

Xinte energy company (or its affiliates, or the third party designated by Xinte energy company) repurchases the equity of crystal silicon company held by Zhanxin fund, and the repurchase price is calculated as:

repurchase price = the investment paid by Zhanxin fund × （1+3% × T ÷ 360) - dividends obtained during the holding period of Zhanxin fund

, t is the number of natural days from the date when Zhanxin fund actually paid the investment money to crystal silicon company (including that date) to the date when new energy company paid all the repurchase price to Zhanxin fund (excluding that date)

Zhanxin fund has the right to send a written repurchase notice to Xinte energy company from the date of discovery of the matters listed in the above repurchase terms, and notify crystal silicon company in writing. Equity repurchases should be carried out in cash, and all the equity repurchases should be paid in full by Xinte energy company (or its

affiliates, or the third party designated by Xinte energy company) to Zhanxin fund within 2 months from the date of the repurchase notice issued by Zhanxin fund

if Xinte energy company (or its affiliates, or the third party designated by Xinte energy company) fails to pay the equity repurchase amount in full within 2 months from the date of Zhanxin fund issuing the repurchase notice, Zhanxin fund has the right to transfer its equity to any third party individuals or institutions. If the transfer requires the consent of other shareholders, Xinte energy company shall not

object to it. Under the above circumstances, if there is a price difference between the transfer price and the agreed repurchase price, and the actual loss is caused to Zhanxin

fund, Xinte energy company will compensate for the loss suffered by Zhanxin fund by fixing the changed sample with two planes and clamping bolts (compensation amount = equity repurchase price - the price obtained from the transfer of shares by Zhanxin Fund)

5. Pre emptive rights

after the completion of this capital increase of Zhanxin fund, crystalline silicon company needs to obtain the consent of the shareholders' meeting of crystalline silicon company to conduct new equity financing in any form.