Friday, March 19, 2021 6:08:07 PM
Battery + Zirconium/Magnesium + LiquidMetal Machines = ???
https://www.catl.com/en/
http://www.fjsx.com/en/index.aspx
http://lktechnology.com/en/
Stock code: 300328 Stock abbreviation: Eontec Announcement No.: 2020-021
Eontec Co., Ltd.
Announcement on the signing of equipment sales contracts and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
1. Overview of this transaction
(1) Basic information
On April 8, 2020, Eontec, Ltd. (hereinafter referred to as the "Company" or "Eontec" or "Party B") and Ningde Sanxiang LiquidMetal Technology Co., Ltd. (hereinafter referred to as "Ningde Sanxiang" or "Party A") have jointly signed the "Equipment Sales Contract" (hereinafter referred to as "this connected transaction"), Ningde Sanxiang agreed to purchase 10 liquid metal machinery and equipment of two types and specifications from Yian Technology, with a total amount of RMB 30.8 million.
(2) Description of the relationship
The shareholders of Ningde Sanxiang are Eontec and Ningde Sanxiang Zirconium Magnesium Industry Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Sanxiang Zirconium Magnesium"). Eontec’s investment in Ningde Sanxiang is RMB 40 million, and the shareholding ratio is 40%. Sanxiang Zirconium Magnesium has a capital investment of RMB 60 million in Ningde Sanxiang and the shareholding ratio is 60%. Ningde Sanxiang is a shareholding company of Eontec. According to the "Shenzhen Stock Exchange's GEM Stock Listing Rules" and other regulations, Ningde Sanxiang is the company's related legal person, so this time the company and the related legal person Ningde Sanxiang jointly signed an equipment purchase contract The matter constitutes a connected transaction.
(3) Approval status
On April 8, 2020, the third meeting of the company's fourth board of directors reviewed and approved the "Proposal on Signing Equipment Sales Contracts and Related Party Transactions", and agreed to sign the equipment sales contracts and related transactions this time.
No related directors in this related transaction need to abstain from voting, and independent directors issued agreed prior approval opinions and independent opinions on this related transaction. This related party transaction does not need to be submitted to the general meeting of shareholders for deliberation, and does not constitute a major asset reorganization as required by the Measures for the Administration of Major Asset Restructuring of Listed Companies.
2. Basic situation of related parties
(1) Name: Ningde Sanxiang LiquidMetal Technology Co., Ltd.
(2) Registered capital: RMB 100 million
(3) Residence: Sanxiang Science and Technology Park, Nanyang Town, Shouning County, Ningde City, Fujian Province
(4) Legal representative: Xiao Chuanzhou
(5) Business scope: development of amorphous alloys (liquid metal), rolling processing, production and sales of rare rare earth metals; liquid metal technical consultation and promotion services. (Projects that are subject to approval in accordance with the law can be operated only after being approved by relevant departments)
(6) Name of shareholders, capital contribution and shareholding ratio:
Name of shareholder Capital contribution (RMB 10,000) Shareholding ratio (%)
Sanxiang Zirconium Magnesium 6,000 60%
Yian Technology 4,000 40%
3. The main content of the equipment sales contract
(1) Subject of contract
Party A: Ningde Sanxiang Liquid Metal Technology Co., Ltd.
Party B: Dongguan Yian Technology Co., Ltd.
(2) Main content
i. Party A purchases 10 liquid metal machinery and equipment of two types and specifications from Party B, the total amount is RMB 30.8 million.
ii. Party A paid Party B RMB 30.8 million in three installments.
4. The transaction pricing policy and pricing basis
The price of this related party transaction was finally determined after friendly negotiation between the two parties, and it complied with relevant laws, regulations, etc., and did not harm the interests of the company and all shareholders.
5. The impact of equipment sales contracts on the company
The signing of the equipment purchase and sale contract on the one hand increased the liquid metal equipment production capacity of Ningde Sanxiang, a joint-stock company, paving the way for the gradual introduction of liquid metal technology and mass production of liquid metal products, and on the other hand, it satisfies the growing scale of the liquid metal industry. The expanded demand extends the company's liquid metal industry chain, promotes the development of the liquid metal industry, and enhances the company's comprehensive competitiveness, which is in line with the company's development strategy. This equipment sales contract will have a positive impact on the company's financial status and operating results.
6. The total amount of various related party transactions that have occurred with the related party from the beginning of the year to the date of disclosure
Except for this related party transaction, the total amount of various related party transactions that have occurred with the related party from the beginning of the year to the disclosure date is RMB 40 million.
7. Prior recognition and independent opinions of independent directors
(1) Prior approval opinions of independent directors
i. This related party transaction was conducted on the basis of fairness and reasonableness and consensus between the two parties. It did not harm the interests of the company and other shareholders, especially small and medium shareholders, and would not affect the company’s independence, nor would it affect the company’s ability to continue operations. influences.
ii. We have no objection to this related party transaction and agree to submit the matter to the third meeting of the fourth board of directors of the company for deliberation.
(2) Independent opinions of independent directors
i. This related party transaction has been approved by us before it is submitted to the board of directors for deliberation.
ii. On the one hand, this related party transaction increased the production capacity of liquid metal equipment of Ningde Sanxiang, a joint-stock company, and pave the way for the gradual introduction of liquid metal technology and mass production of liquid metal products. On the other hand, it satisfies the growing scale of the development of the liquid metal industry. In order to extend the company’s liquid metal industry chain, promote the development of the liquid metal industry, enhance the company’s comprehensive competitiveness, and conform to the company’s development strategy. This related party transaction was conducted on the basis of fairness and reasonableness and mutual agreement, and did not harm the interests of the company and other shareholders, especially small and medium shareholders.
(3) This related transaction has been reviewed and approved at the third meeting of the fourth board of directors of the company. The convening, convening, review and voting procedures of the board of directors meeting are in compliance with relevant laws and regulations and the "Articles of Association". In summary, we unanimously agree to this related party transaction.
8. Sponsor's verification opinions
Upon verification, the sponsor believes that:
(1) This related party transaction was conducted on the basis of fairness and reasonableness and mutual agreement, and did not harm the interests of the company and other shareholders, especially small and medium shareholders.
(2) This connected transaction is conducive to further expanding the company's liquid metal product market, and is in line with the company's development strategy and the interests of all shareholders.
(3) This related party transaction has been reviewed and approved by the company’s board of directors and board of supervisors, independent directors previously approved and issued consent opinions, fulfilled the necessary approval procedures, and its decision-making procedures comply with the "Guidelines for the Standardized Operation of Listed Companies on the Growth Enterprise Market of Shenzhen Stock Exchange", "Shenzhen Stock Exchange Rules for the Listing of Stocks on the Growth Enterprise Market". The "Articles of Association" and other relevant regulations do not damage the interests of the company and shareholders.
In summary, the sponsor has no objection to the company's related transactions.
9. Documents for reference
(1) "Resolutions of the Third Meeting of the Fourth Board of Directors of Eontec, Ltd."
(2) "Resolutions of the Third Meeting of the Fourth Board of Supervisors of Eontec, Ltd."
(3) "Pre-approved opinions of independent directors of Eontec, Ltd. on matters related to the third meeting of the fourth board of directors of the company"
(4) "Independent opinions of independent directors of Eontec, Ltd. on matters related to the third meeting of the fourth board of directors of the company"
(5) "The Verification Opinions of China Securities Co., Ltd. on Eontec's Signing of Equipment Sales Contracts and Related Party Transactions"
(6) "Equipment Sales Contract"
Special announcement,
Eontec, Ltd.
Board of Directors
April 8, 2020
http://static.cninfo.com.cn/finalpage/2020-04-08/1207467089.PDF
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