The hottest TBEA increased capital by 600million f

2022-08-26
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TBEA increased capital by 600million for polysilicon products

: Urumqi strategic emerging industry new special energy guidance fund increased capital to the company's holding subsidiary new special energy Co., Ltd.

in order to further expand financing channels, optimize the company's new energy industry layout with a year-on-year growth of 87.21%, and improve the company's profitability, it was reviewed and approved by the company's 17th interim Board of directors in 2019, The company's holding subsidiary 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 Hi Tech Co., Ltd. (hereinafter referred to as crystalline silicon company), a subsidiary of Xinte energy company, with RMB 600million. The capital increase funds are all used for matters related to the main business of crystalline silicon company and other purposes approved in advance by the board of directors and the shareholders' meeting, including but not limited to product quality improvement and silicon-based and zirconium based industrial chain extension projects; Repay shareholder loans and bank loans related to the main business and supplement the company's working capital

Zhanxin fund increased capital to crystalline silicon company with monetary capital of 600million yuan, The details are as follows:

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 92.3% of its equity from 5% to 4% in 2010, and Xinjiang Sokos New Material Co., Ltd. holds 7.66% of its equity. Crystalline silicon company is mainly established for the construction of 36000 ton polysilicon 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, crystal silicon company had total assets of 508753800 yuan, total liabilities of 3354.8144 million yuan, net assets of 1732.6894 million yuan, and has not realized operating income (the above data have not been audited)

full text of the announcement:

Urumqi strategic emerging industry Xinte energy guidance fund's announcement of capital increase to the company's holding subsidiary Xinte Energy Co., Ltd.

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 layout of the company's new energy industry, and improve the profitability of the company, it was approved by the 17th interim Board of directors of the company in 2019, The company's holding subsidiary 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 Hi Tech Co., Ltd. (hereinafter referred to as crystalline silicon company), a subsidiary of Xinte energy company, with RMB 600million. The capital increase funds are all used for matters related to the main business of crystalline silicon company and other purposes approved in advance by the board of directors and the shareholders' meeting, including but not limited to the quality improvement of polysilicon products and the extension of silicon-based and zirconium based industrial chains; Repay shareholder loans and bank loans related to the main business and supplement the company's working capital

2. Approval status

on February 21, 2020, the company held the first interim board meeting in 2020 by means of communication voting, and considered and passed the proposal on capital increase of Urumqi strategic emerging industry new energy guidance fund to the subordinate companies of 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: No. of the office building of the management committee, 2345 Hanhai East Street, ganquanbao economic and Technological Development Zone (Industrial Zone), Urumqi, Xinjiang

3. Type: Limited partnership

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

5 Business scope: equity investment, investment management, investment consulting. (for projects that must be approved 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 considered and approved the proposal on the investment and establishment of Urumqi strategic new industries new energy guidance fund (limited partnership) by the company's holding subsidiary Xinte 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 established for the construction of 36000 ton polysilicon 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, crystal silicon company had total assets of 508753800 yuan, total liabilities of 3354.8144 million yuan, net assets of 1732.6894 million yuan, and has not realized operating income (the above data have not been audited)

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

Zhanxin fund increased capital to crystalline silicon company with monetary capital of 600million yuan, and the price of capital increase was 1 yuan/share. The capital increase funds are all used for matters related to the main business of crystalline silicon company and other purposes approved in advance by the board of directors and the shareholders' meeting, including but not limited to the quality improvement of polysilicon products and the extension of silicon-based and zirconium based industrial chains; Repay shareholder loans and bank loans related to the main business and supplement the company's working capital

before and after the capital increase, the equity structure of crystalline silicon company is as follows

3. Corporate governance

Zhanxin fund enjoys all the rights of shareholders as stipulated in the law and the articles of association of crystalline silicon company after the completion of the paid in capital contribution. 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 all the equity of crystalline silicon company it holds:

(1) within five years after Zhanxin fund pays investment funds to crystalline silicon company in accordance with the agreement, If the accumulated cash dividend amount of crystal silicon company to Zhanxin fund does not reach 60% of its investment payment

(2) there is a significant deviation between the data and information provided by crystalline 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 from the date of written prompt of Zhanxin fund

(4) crystalline silicon company has been revoked its business license, ordered to close down or revoked according to law, 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 its equity of crystalline silicon company

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

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

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

(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 a third party designated by Xinte energy company) repurchases the equity of crystalline silicon company held by Zhanxin fund. The calculation method of repurchase price is:

repurchase price = investment payment 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 Xinte 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 and notify crystal silicon company in writing from the date of discovery of the matters listed in the above repurchase terms. Equity repurchases shall be made in cash, and all equity repurchases shall be paid in full by Xinte energy company (or its affiliates, or a 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 a third party designated by Xinte energy company) fails to pay the full amount of equity repurchase within 2 months from the date of the repurchase notice issued by Zhanxin fund, Zhanxin fund has the right to transfer its equity to any third party individual or institution. If the transfer requires the consent of other shareholders, Xinte energy company shall not have any objection to it. In the above case, due to the transfer price and

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