Contract No. QSEF-GQTZ-202206-HY01
Exhibit 10.1
Contract No. QSEF-GQTZ-202206-HY01
Party A: [Guizhou Province New Kinetic Industry Development Fund Partnership]
Party B : [Zhuhai (Zibo) Investment Co., Ltd., Haicheng Shenhe Technology Co., Ltd., Shanghai Huiyang Investment Co., Ltd., Guizhou Guangyao Management Partnership, Hainan Fuhe Investment Management Partnership, Guizhou Yilong New Area Industrial Development Investment Co., Ltd., Wang Li, Xxxx Xxxxxxxx, Xxx Xxxxx, Xxxxx Xxxxxxx, Xu Saiqin ， Sun Yong ， Sun Yong ， Wang Gao, Shen Xinyi]
Party C: [Sunrise (Guizhou) New Energy Material Co., Ltd. ]
June 13, 2022
This investment agreement is signed by the following parties in Guiyang, Guizhou (hereinafter referred to as “the place of signing”):
Party A (Investor): Guizhou Province New Kinetic Industry Development Fund Partnership
Residence:No. 1372, 12th Floor, Building 10, Phase I, Guizhou Financial City, Xx. 00, Xxxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx Xxxxxxxx, Xxxxxxx City, Guizhou Province Unified Social Credit Code: 91520115MA6H6HBB2P
Executive Partner: Guizhou Qiansheng Equity Investment Fund Management Co., Ltd.
Party B (Original Shareholders):
Party B 1: Zhuhai (Zibo) Investment Co., Ltd.
Residence: Xxxx 000, Xxxx Xxxxxxxx, X&X Xxxxxxxx, Xxxx Science and Technology Industrial Pioneer Park, No. 69, Sanying Road, Zhangdian District, Zibo City, Shandong Province,the PRC
Unified Social Credit Code: 91370300MA953UGB85 Contact:Wang Xuanming 00000000000
Party B 2: Haicheng Shenhe Technology Co., Ltd.
Residence: Yingluo Town, Haicheng District, Anshan City, Liaoning Province, the PRC
Unified Social Credit Code: 91210381MA0P5CUP5B
Contact: Zhang Wenwu 00000000000
Party B 3: Shanghai Huiyang Investment Co., Ltd.
Residence: Xxxx 000, Xx. 0000, Xxxxxx Xxxx, Xxxxxx New Area,Shanghai,the PRC
Unified Social Credit Code: 91310115566549190Y
Contact: Wang Xuanming
Party B 4: Guizhou Guangyao Management Partnership
Residence: Group 0, Xxxxxx Xxxxxxx, Xxxxx Xxxx, Xxxxxx City, Qianxinan Prefecture, Guizhou Province (next to Yilong Avenue),the PRC Unified Social Credit Code: 91522320MA7BMLXX7T
Contact: Du Huiyu 00000000000
Party B 5: Hainan Fuhe Investment Management Partnership
Residence: Room 1001, 3rd Floor, Incubation Building, Hainan Ecological Software Park, Old Town High-tech Industry Demonstration Zone, Chengmai County, Hainan Province,the PRC
Unified Social Credit Code: 91460202MAA98KTW87
Contact: Sui Liru15267481569
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Party B 6: Guizhou Yilong New Area Industrial Development Investment Co., Ltd.
Residence: Yilong Red Star Pharmaceutical Industrial Park, Dingxiao town of Yilong New Area, southwest Guizhou Province, the PRC
Unified Social Credit Code: 91522320MA6DQQCL0E
Contact number: Yan Yan16685496666
Party B 7: Wang Li
Residence: Xxxx 000, Xxxxxxxxxxx Xxxxxxxx, Xx. 00, Vanke Jinyuexiangshu Garden, Xx. 00, Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxx Province, the PRC
ID number: 000000000000000000
Contact: 00000000000
Party B 8: Xxxx Xxxxxxxx
Residence: Xianghua Group, Tuanjie Village, Tuanjie Township, Guiyang County, Hunan Province, the PRC
ID number: 000000000000000000
Contact: 00000000000
Party B 9: Xxx Xxxxx
Residence: Xx. 00, Xxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxx City, Guizhou Province, the PRC
ID number: 000000000000000000
Contact: 00000000000
Party B 10: Xxxxx Xxxxxxx
Residence: Room 2901, Xxxx 0, Xxxxxxxx 0, Xxxxxxxx X, Xxxxxx Dandi Garden, No. 1, Xinghe East Seventh Road, Danshui Street, Huiyang District, Huizhou City, Guangdong Province, the PRC
ID number: 000000000000000000
Contact: 00000000000
Party B 11: Xu Saiqin
Residence: Xxxx 000, Xxxxxxxx 00, Xxxx’anheyuan, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, the PRC
ID number: 000000000000000000
Contact: 00000000000
Party B 12: Sun Yong
Residence: Xx. 0 Xxxxx Xxxxxxx Xxxx, Xxxxxxxx Street, Dinghai District, Zhoushan City, Zhejiang Province, the PRC
ID number: 000000000000000000
Contact: 00000000000
Party B 13: Wang Gao
Residence: Group 0, Xxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx County, Guizhou Province, the PRC
ID number: 000000000000000000
Contact: 00000000000
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Party B 14: Shen Xinyi
Residence: Xx. 00, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxx Yao Autonomous County, Guangxi, the PRC
ID number: 000000000000000000
Contact: 00000000000
Party C (Target Company): Sunrise (Guizhou) New Energy Material Co., Ltd.
Residence: Group 2 (next to Yilong Avenue), Xxxxxx Village, Lutun Town, Yilong New District, Qianxinan Buyi and Miao Autonomous Prefecture, Guizhou Province,the PRC
Legal Representative: Du Huiyu
Unified Social Credit Code: 91522320MA7BMUXCX0
The above parties are hereinafter collectively referred to as the “Parties”, one of which is referred to as a “Party”.
Given:
1. Party A is an approved industrial fund, aiming to support the development of high-tech enterprises such as new energy and new materials by market-oriented means.
2. Party C is a limited liability company established and legally existing under the laws of the People’s Republic of China. Party C’s unified social credit code is 91522320MA7BMXCX0, with address of Group 2 (next to Yilong Avenue), Xxxxxx Village, Lutun Town, Yilong New District, Qianxinan Buyi and Miao Autonomous Prefecture, Guizhou Province,the PRC. The current registered capital of Party C is RMB [248] million yuan.
3. The current registered shareholders of Party C are Party B 1 (holding 51% of the shares), Party B 2 (holding 12.5%), Party B 3 (holding 12.5%), Party B 4 (holding 10%), Party B 5 (holding 5%), Party B 6 (holding 4%), Party B 7 (holding 1.78%), Party B 8 (holding 1.5%), Party B 9 (holding 1%), Party B 10 (holding 0.4%), Party B 11 (holding 0.14%), Party B 12 (holding 0.1%), Party B 13 (holding 0.04%), and Party B 14 (holding 0.04%).
4. By consensus, Party A intends to become a shareholder of Party C through investing RMB 200 million yuan to Party C (hereinafter referred to as the “capital increase” ). Party B agrees to waive the pre-emptive right of this capital increase, and agree to assume corresponding responsibilities in accordance with the provisions of this agreement.
Party A, Party B and Party C have negotiated through friendly consultations, in line with the principle of mutual benefit and common development, on the basis of equality, voluntariness and integrity. In accordance with the Civil Code of the People’s Republic of China, the Company Law of the People’s Republic of China and other relevant laws, with regard to the capital increase, the following agreement is reached for mutual compliance.
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1. Increase Capital
1.1 Before this capital increase, the registered capital recorded in the Articles of Association of Party C were RMB [248]million yuan and the shareholding structure was as follows:
| No. | shareholder’s name | subscribed amount of of capital (RMB yuan) | % of shares equity | ||||||||
| 1 | Zhuhai (Zibo) Investment Co., Ltd. | 126,480,000 | 51.00 | % | |||||||
| 2 | Haicheng Shenhe Technology Co., Ltd. | 31,000,000 | 12.50 | % | |||||||
| 3 | Shanghai Huiyang Investment Co., Ltd. | 31,000,000 | 12.50 | % | |||||||
| 4 | Guizhou Guangyao Management Partnership | 24,800,000 | 10.00 | % | |||||||
| 5 | Hainan Fuhe Investment Partnership | 12,400,000 | 5.00 | % | |||||||
| 6 | Guizhou Yilong New Area Industrial Development Investment Co., Ltd. | 9,920,000 | 4.00 | % | |||||||
| 7 | Wang Li | 4,414,400 | 1.78 | % | |||||||
| 8 | Xxxx Xxxxxxxx | 3,720,000 | 1.50 | % | |||||||
| 9 | Xxx Xxxxx | 2,480,000 | 1.00 | % | |||||||
| 10 | Xxxxx Xxxxxxx | 992,000 | 0.40 | % | |||||||
| 11 | Xu Saiqin | 347,200 | 0.14 | % | |||||||
| 12 | Sun Yong | 248,000 | 0.10 | % | |||||||
| 13 | Wang Gao | 99,200 | 0.04 | % | |||||||
| 14 | Shen Xinyi | 99,200 | 0.04 | % | |||||||
| Total | 248,000,000 | 100 | % | ||||||||
1.2 All parties agree that the valuation of Party C before this capital increase is recognized as RMB [675.6772]million yuan through the income valuation method based on the audit report and assessment report of Party C dated March 31, 2022. Party A invests XXX 000 million yuan to Party C. After the capital increase, Party A holds [22.8395 ] % of the equity of Party C.
Among the capital invested by Party A to Party C, RMB 73,407,974 yuan is counted to Party C’s registered capital, and RMB 126,592,026 yuan is counted to Party C’s capital reserve as a premium.
Party B agrees to waive the pre-emptive right of this capital increase and accept Party A as the new shareholder of Party C.
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1.3 After the completion of this capital increase, the registered capital of Party C will increase from the original RMB [248,000,000] yuan to RMB [321,407,974] yuan. The equity structure of Party C changes to follows:
| No. | shareholder’s name | subscribed amount of of capital (RMB yuan) | % of equity shares | ||||||||
| 1 | Zhuhai (Zibo) Investment Co., Ltd. | 126,480,000 | 39.3519 | % | |||||||
| 2 | Haicheng Shenhe Technology Co., Ltd. | 31,000,000 | 9.6451 | % | |||||||
| 3 | Shanghai Huiyang Investment Co., Ltd. | 31,000,000 | 9.6451 | % | |||||||
| 4 | Guizhou Guangyao Management Partnership | 24,800,000 | 7.7161 | % | |||||||
| 5 | Hainan Fuhe Investment Partnership | 12,400,000 | 3.8580 | % | |||||||
| 6 | Guizhou Yilong New Area Industrial Development Investment Co., Ltd. | 9,920,000 | 3.0862 | % | |||||||
| 7 | Wang Li | 4,414,400 | 1.3735 | % | |||||||
| 8 | Xxxx Xxxxxxxx | 3,720,000 | 1.1574 | % | |||||||
| 9 | Xxx Xxxxx | 2,480,000 | 0.7716 | % | |||||||
| 10 | Xxxxx Xxxxxxx | 992,000 | 0.3086 | % | |||||||
| 11 | Xu Saiqin | 347,200 | 0.1080 | % | |||||||
| 12 | Sun Yong | 248,000 | 0.0772 | % | |||||||
| 13 | Wang Gao | 99,200 | 0.0309 | % | |||||||
| 14 | Shen Xinyi | 99,200 | 0.0309 | % | |||||||
| 15 | Guizhou Province New Kinetic Industry Development Fund Partnership | 73,407,974 | 22.8395 | % | |||||||
| Total | 321,407,974 | 100.0000 | % | ||||||||
1.4 Use of increased capital. Party B and Party C agree that all the invested capital paid by Party A should only be used for the Target Company’s daily operation and the construction of the “Yilong New Area SDH 30,000 t/a high-grade power battery materials project”.
2. Investment Capital
The amount of Party A ’s investment is RMB [200,000,000] yuan.
3. Repurchase Terms
Party B has the right to repurchase all or part of Party C’s equity held by Party A twice a year, up to Party B’s shareholding ratio in Party C recovers to the ratio before party A’s investment. If Party A fails to transfer the equity to Party B as Party B requested, or fails to reply within [7] days from the date of receipt of the written notice from Party B, it is regarded as a breach of contract, so that Party A shall pay 0.3% of the total repurchase price as liquidated damages for each day of delay to Party B, and Party A shall compensate Party B for the corresponding economic losses. Party B can handle it through judicial procedures.
The repurchase price is calculated based on [Party A’s total capital contribution + the expected annual dividend rate of 5% - the dividend obtained by Party A].
4. Exclusivity Clause
From the date of signing this agreement to the date when all parties clarify the actual content of the company’s articles of association and finish the industrial and commercial changes, Party B and Party C shall not directly or indirectly conduct any negotiations related to this transaction, make any transaction-related requests, solicit any offer corresponding to this transaction, or enter into any agreement corresponding to this transaction, with any other person.
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5. Confidentiality Clause
Without the unanimous written consent of all parties, neither party shall disclose the transaction content in this agreement and the intentions of the parties to any third party. For confidential information that has not been disclosed in advance, each party promises to use it only for transaction purposes, and to prevent confidential information from being obtained by illegal means. Each party may provide confidential information to relevant employees and professional advisors, but must inform relevant personnel of their confidentiality obligations.
6. Liability for Breach of Contract
6.1 If Party B or Party C violate the provisions of this agreement to misappropriate the investment funds, Party A has the right to unilaterally terminate this agreement, and require Party C to return all the capitals invested by Party A immediately. Party C shall pay liquidated damages to Party A at the rate of 0.5% per day of the amount of misappropriated funds. Party C shall also be liable for the corresponding economic losses to Party A. Party B shall be jointly and severally liable for the aforementioned contingent debt of Party C.
6.2 If one party constitutes a breach of contract, the breaching party shall bear all the necessary expenses (including but not limited to attorney fees, litigation fees, preservation fees, preservation guarantee fees, announcement fees, execution fees, necessary fees) incurred by the obeying party to protect its rights and interests. The assumption of this fee does not affect the breaching party’s other liabilities for breach of contract and corresponding damages.
7. Notification and Delivery
Written notices or other documents sent by one party to the other in accordance with the requirements of this agreement shall be delivered by hand, or sent by air registered mail (prepaid), or by a recognized courier service, email , or text message to the address in this agreement. The deemed service date of a written notice or document shall be determined as follows:
(1) Written notices or documents handed over by hand shall be deemed to be effectively served on the date handed over by hand;
(2) Written notices or documents sent by air registered mail (prepaid) shall be deemed to be effectively served on the seventh day after the date of dispatch (based on the postmark);
(3) Written notices or documents sent by courier shall be deemed to be effectively delivered on the third day after delivery by a recognized courier service;
(4) Written notices or documents sent by e-mail or text message are deemed to be effectively served on the day when sent successfully.
The correspondence addresses of the parties shall be subject to the information stated in the header of the agreement. The correspondence address under this agreement is also the address for receipt of legal documents in litigation by the dispute resolution agency. If it is served at the above-mentioned address, it will be deemed as a receipt, and it will not affect the validity of the service even if the recipient refuses to accept it.
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8. Miscellaneous
8.1 Applicable Law. This Agreement is governed by and construed in accordance with the laws of the People’s Republic of China.
8.2 Dispute Resolution. Any disputes arising out of or in connection with this agreement shall be settled through friendly negotiation by all parties. If the negotiation fails, a lawsuit can be filed in the people’s court where Party A is located. During the dispute resolution period, this Agreement shall remain in full force and effect in all respects except the matter in dispute. Except for the obligations involved in the disputed matter, each party shall continue to perform its obligations and exercise its rights under this Agreement.
8.3 For matters not covered in this agreement, the parties shall negotiate and sign a written supplementary clause or a supplementary agreement to stipulate it; unless the supplementary clause or the supplementary agreement stipulates otherwise, the supplementary clause and the supplementary agreement shall have the same legal effect as this agreement.
8.4 If any clause of this agreement is deemed invalid by the competent authority, the invalid part shall be deemed not to be included in this agreement, but shall not affect the validity of other clauses of this agreement; all parties shall make all reasonable efforts in accordance with the fundamental purpose of this agreement replace the invalid term with a valid term or renegotiate the corresponding term.
8.5 This Agreement shall take effect from the date of signing by the parties.
8.6 This Agreement is made in six copies; Party A holds three copies and Party B holds three copies, each of which has the same legal effect.
(No text below)
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(No text on this page as the signing page of the Investment Agreement with the contract number QSEF-GQTZ-202206-HY01)
Party A (seal): Guizhou Province New Kinetic Industry Development Fund Partnership
Executive Partner (seal) : Guizhou Qiansheng Equity Investment Fund Management Co., Ltd.
The representative of the executive partner (signature or seal):
Party B:
Party B 1 (seal): Zhuhai (Zibo) Investment Co., Ltd.
Legal representative or authorized representative (signature or seal):
Party B 2(seal): Haicheng Shenhe Technology Co., Ltd.
Legal representative or authorized representative (signature or seal):
Party B 3 (seal): Shanghai Huiyang Investment Co., Ltd.
Legal representative or authorized representative (signature or seal):
Party B 4 (seal): Guizhou Guangyao Management Partnership
Legal representative or authorized representative (signature or seal):
Party B 5 (seal): Hainan Fuhe Investment Partnership
Legal representative or authorized representative (signature or seal):
Party B 6 (seal): Guizhou Yilong New Area Industrial Development Investment Co., Ltd.
Legal representative or authorized representative (signature or seal):
Party B 7 :Wang Li (signature)
Party B 8 :Xxxx Xxxxxxxx (signature)
Party B 9 :Xxx Xxxxx (signature)
Party B 10 :Xxxxx Xxxxxxx (signature)
Party B 11 :Xu Saiqin (signature)
Party B 12 :Sun Yong (signature)
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(No text on this page as the signing page of the Investment Agreement with the contract number QSEF-GQTZ-202206-HY01)
Party B 13 :Wang Gao (signature)
Party B 14 :Shen Xinyi (signature)
Party C (seal): Sunrise (Guizhou) New Energy Material Co., Ltd.
Legal representative or authorized representative (signature or seal):
Date of signing: June 13, 2022
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