Agreement of Action in Concert
Exhibit 10.2
Agreement of Action in Concert
This Agreement of Action in Concert (hereinafter referred to as the “Agreement” ) is signed on April 12, 2022 by the following parties in Xingyi City, Qianxinan Prefecture :
Party A : Zhuhai (Zibo) Investment Co., Ltd.
Legal representative: Wang Xuanming
Residence: Xxxx 000, Xxxx Xxxx, X&X Xxxxxxxx, Xxxxxxx Xxxx, Xxxx Science and Technology Industrial Park, No. 69, Sanying Road, Zhangdian District, Zibo City, Shandong Province
Party B :
Party B 1: Haicheng Shenhe Technology Co., Ltd.
Unified Social Credit Code: 91210381MA0P5CUP5B
Legal representative: Zhang Wenwu
Residence: Yingluo Town, Haicheng District, Anshan City, Liaoning Province, the PRC
Party B 2: Shanghai Huiyang Investment Co., Ltd.
Unified Social Credit Code: 91310115566549190Y
Legal representative: Wang Xuanming
Residence: Xxxx 000, Xx. 0000, Xxxxxx Xxxx, Xxxxxx New Area,Shanghai,the PRC
Party B 3: Guizhou Guangyao Management Partnership
Unified Social Credit Code: 91522320MA7BMLXX7T
Legal representative: Du Huiyu
Residence: Group 0, Xxxxxx Xxxxxxx, Xxxxx Xxxx, Xxxxxx City, Qianxinan Prefecture, Guizhou Province (next to Yilong Avenue),the PRC
Party B 4: Hainan Fuhe Investment Management Partnership
Unified Social Credit Code: 91460202MAA98KTW87
Legal representative: Sui Liru
Residence: Room 1001, 3rd Floor, Incubation Building, Hainan Ecological Software Park, Old Town High-tech Industry Demonstration Zone, Chengmai County, Hainan Province,the PRC
Party B 5: Wang Li
ID number: 000000000000000000
Residence: Xxxx 000, Xxxxxxxxxxx Xxxxxxxx, Xx. 00, Vanke Jinyuexiangshu Garden, Xx. 00, Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxx Province, the PRC
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Party B 6: Xxxx Xxxxxxxx
ID number: 000000000000000000
Residence: Xianghua Group, Tuanjie Village, Tuanjie Township, Guiyang County, Hunan Province, the PRC
Party B 7: Xxx Xxxxx
ID number: 000000000000000000
Residence: Xx. 00, Xxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxx City, Guizhou Province, the PRC
Party B 8: Xxxxx Xxxxxxx
ID number: 000000000000000000
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
Party B 9: Xu Saiqin
ID number: 000000000000000000
Residence: Xxxx 000, Xxxxxxxx 00, Xxxx’anheyuan, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, the PRC
Party B 10: Sun Yong
ID number: 000000000000000000
Residence: Xx. 0 Xxxxx Xxxxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxxx District, Zhoushan City, Zhejiang Province, the PRC
Party B 11: Wang Gao
ID number: 000000000000000000
Residence: Group 0, Xxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx County, Guizhou Province, the PRC
Party B 12: Shen Xinyi
ID number: 000000000000000000
Residence: Xx. 00, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxx Yao Autonomous County, Guangxi, the PRC
Given:
1. 1. Sunrise (Guizhou) New Energy Material Co., Ltd. (hereinafter referred to as the “Company” ) is a limited liability company. As of the date of signing this agreement, Party A holds 51% of the company’s equity, and Party B holds the company’s equity as following: Party B 1 (holding 12.5%), Party B 2 (holding 12.5%), Party B 3 (holding 10%), Party B 4 (holding 5%), Party B 5 (holding 1.78%), Party B 6 (holding 1.5%), Party B 7 (holding 1%), Party B 8 (holding 0.4%), Party B 9 (holding 0.14%), Party B 10 (holding 0.1%), Party B 11 (holding 0.04%), and Party B 12 (holding 0.04%).
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2. In order to ensure the effectiveness of the corporate governance, the standardized operation and the long-term sustainable and stable development of the company, both parties agree to act in concert when exercising shareholder rights, undertaking shareholder obligations, and exercising directorships .
Both parties have agreed on issues related to concerted actions, after full communication and negotiation, as follows:
Article 1. Both parties agree that, from the date of signing this agreement, as the company’s shareholders/directors, they will act in concert in daily production and operation of decision-making on major issues. Both parties will act in concert regarding the company’s production and operation and other major decision-making issues, including but not limited to the right to convene, propose, vote in the following issues 1-13. In case of disagreements, Party B agrees that Party A’s opinions shall prevail.
| 1. | To decide on business policies and investment plans; |
| 2. | To elect and replace non-employee directors and supervisors, and to decide the compensation of directors and supervisors; |
| 3. | To review annual financial budget plans and settlement plans; |
| 4. | To review profit distribution plans and loss recovery plans; |
| 5. | To make resolutions on the increase or decrease of registered capital; |
| 6. | To make resolutions on the issuance of corporate bonds; |
| 7. | To make resolutions on issues such as mergers, divisions, dissolutions, liquidations or changes of corporate form; |
| 8. | To amend the articles of association; |
| 9. | To make resolutions on the appointment and dismissal of the company’s accounting firms; |
| 10. | To make resolutions on issues such as external investments, acquisitions and sales of assets, mortgages, loans and guarantees, entrusted financial management, related transactions , and establishment of branches ; |
| 11. | To make resolutions on terminations of existing business, or changes or adjustments to the nature of the company’s business; |
| 12. | To approve, implement and modify employee incentive programs; |
| 13. | Other issues required by the company’s shareholders (general) meeting or the board of directors. |
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Article 2. Both parties agree to act in concert in case of proposing, nominating, and voting about the company’s business development on the shareholders (general) meeting or the board of directors; in case of disagreements, Party B agrees that Party A’s opinions shall prevail.
Article 3. Both parties agree to act in concert in the company’s shareholders (general) meeting and the board of directors, except for the circumstance that related transactions need to be avoided. Either party may participate in the shareholders (general) meeting and the board of directors in person, or may entrust the other party to this agreement to participate in the meetings on its behalf.
Article 4. Both parties agree that the actions in concert shall not violate the provisions of laws, regulations, or the company’s articles of association, shall not harm the interests of the company and other shareholders, and shall not affect the standardized operation of the company.
Article 5. If at any time during the term of this agreement, any provisions under this agreement cannot be realized, both parties shall immediately seek the closest alternatives to the unrealizable provisions, and sign a supplementary agreement to amend or adjust the provisions of this agreement if necessary, to ensure that the purpose of this agreement can be fulfilled.
Article 6. After this agreement takes effect, any breach or failure to execute provisions of the agreement of either party shall constitute a breach of contract. The breaching party shall be liable to compensate the obeying party for any losses, expenses or other liabilities incurred thereby.
Article 7. All disputes about this agreement shall be resolved through friendly negotiation by both parties; if the negotiation fails, either party shall have the right to submit to the Shanghai Arbitration Commission for arbitration.
Article 8. The concerted action relationship cannot be unilaterally rescinded or revoked by either party to the agreement, and all provisions in this agreement related to the concerted action relationship are irrevocable terms.
Article 9. Neither party shall disclose to any third party or person other than the parties to this agreement, the Company, professional advisors, nor relevant government departments without the prior consent of the other party.
Article 10. This agreement will take effect from the date of signing by both parties.
Article 11. This agreement is made in two copies; each party holds one copy which shall have equal legal effect.
(No text below)
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Party A: Zhuhai (Zibo) Investment Co., Ltd.
Legal representative or authorized representative (signature or seal)
Party B 1: Haicheng Shenhe Technology Co., Ltd.
Legal representative or authorized representative (signature or seal)
Party B 2: Shanghai Huiyang Investment Co., Ltd.
Legal representative or authorized representative(signature or seal)
Party B 3: Guizhou Guangyao Management Partnership
Legal representative or authorized representative (signature or seal)
Party B 4: Hainan Fuhe Investment Management Partnership
Legal representative or authorized representative (signature or seal)
Party B 5: Wang Li (signature)
Party B 6: Xxxx Xxxxxxxx (signature)
Party B 7: Xxx Xxxxx (signature)
Party B 8: Xxxxx Xxxxxxx (signature)
Party B 9: Xu Saiqin (signature)
Party B 10: Sun Yong (signature)
Party B 11: Wang Gao (signature)
Party B 12: Shen Xinyi (signature)
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