E-Power Inc 6-K, filed Jun 23, 2022
E-Power Inc. (EPOW)
About this 6-K
E-Power Inc filed this 6-K on June 23, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2022
Commission File Number: 001-40008
Global Internet of People, Inc.
Room 208, Building 1, No. 28 Houtun Road
Haidian District, Beijing
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Entry into a Material Definitive Agreement
Zhuhai (Zibo) Investment Co., Ltd. (“Zhuhai”), a limited liability company organized under the laws of the PRC, is a wholly owned subsidiary of Global Internet of People, Inc. (“SDH” or the “Company”). Zhuhai owns 51% equity interest in Sunrise (Guizhou) New Energy Material Co., Ltd. (“Sunrise”). On June 13, 2022, Zhuhai and the other thirteen original shareholders of Sunrise (the “Original Shareholders”) entered into an investment agreement (the “Investment Agreement”) with Guizhou Province New Kinetic Industry Development Fund Partnership (the “Investor”).
Pursuant to the Investment Agreement, the Investor will invest RMB 200 million in Sunrise in exchange for 22.8395% of Sunrise’s equity interest (the “Capital Increase”), and the Original Shareholders have agreed to waive their pre-emptive rights and accept the Investor as a new shareholder of Sunrise. The RMB 200 million investment will be used for Sunrise’s daily operations and the construction of a high-grade power battery materials project of Sunrise.
As a result of the Capital Increase, the registered capital of Sunrise will increase from RMB 248,000,000 to RMB 321,407,974, and each Original Shareholder’s equity interest in Sunrise will be reduced by the same ratio. Zhuhai’s equity share in Sunrise will be reduced from 51% to 39.3519%. To protect the interest of the Original Shareholders, the Investment Agreement contains certain repurchase terms that allow the Original Shareholders to purchase all or part of the Investor’s equity shares in Sunrise twice a year, at the sole discretion of the Original Shareholders, up to the total equity shares in Sunrise owned by the Investor.
In addition, on April 12, 2022, Zhuhai entered into an “Agreement of Action in Concert” with twelve Original Shareholders of Sunrise, who agreed to act in concert with Zhuhai in matters relating to the corporate governance of Sunrise, including voting on shareholder proposals and nominating directors of Sunrise. The Agreement of Action in Concert ensures that Zhuhai will control 74.0743% of Sunrise’s voting rights after the Capital Increase takes effect pursuant to the Investment Agreement.
The Investment Agreement and related transactions were approved by the board of directors of SDH at a board meeting held on June 3, 2022.
1
Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Investment Agreement, dated June 13, 2022 | |
| 10.2 | Agreement of Action in Concert, dated April 12, 2022 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Global Internet of People, Inc. | ||
| Date: June 23, 2022 | By: | /s/ Haiping Hu |
| Name: | Haiping Hu | |
| Title: | Chief Executive Officer | |
3
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, Zeng Dongqing, Ren Zhong, Cheng Chuanya, Xu Saiqin ， Sun Yong ， Sun Yong ， Wang Gao, Shen Xinyi]
Party C: [Sunrise (Guizhou) New Energy Material Co., Ltd. ]
Investment Agreement
June 13, 2022
Investment Agreement
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, No. 55, Changling North Road, Guanshanhu District, Guiyang 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: Room 703, West District, R&D Building, Zibo 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 13621801972
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 13823537561
Party B 3: Shanghai Huiyang Investment Co., Ltd.
Residence: Room 211, No. 1432, Pujian Road, Pudong New Area,Shanghai,the PRC
Unified Social Credit Code: 91310115566549190Y
Contact: Wang Xuanming
Party B 4: Guizhou Guangyao Management Partnership
Residence: Group 2, Heying Village, Lutun Town, Xingyi City, Qianxinan Prefecture, Guizhou Province (next to Yilong Avenue),the PRC Unified Social Credit Code: 91522320MA7BMLXX7T
Contact: Du Huiyu 13701853546
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
1
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: Room 503, Residential Building, No. 15, Vanke Jinyuexiangshu Garden, No. 64, Hongtu Avenue, Nancheng District, Dongguan City, Guangdong Province, the PRC
ID number: 430726197909073740
Contact: 13926864025
Party B 8: Zeng Dongqing
Residence: Xianghua Group, Tuanjie Village, Tuanjie Township, Guiyang County, Hunan Province, the PRC
ID number: 431021198510053014
Contact: 13661645615
Party B 9: Ren Zhong
Residence: No. 75, Gaicha Road, Yunyan District, Guiyang City, Guizhou Province, the PRC
ID number: 520103198511015646
Contact: 17785977777
Party B 10: Cheng Chuanya
Residence: Room 2901, Unit 2, Building 1, District F, Xinghe Dandi Garden, No. 1, Xinghe East Seventh Road, Danshui Street, Huiyang District, Huizhou City, Guangdong Province, the PRC
ID number: 410422198111282219
Contact: 15113319637
Party B 11: Xu Saiqin
Residence: Room 902, Building 12, Rong’anheyuan, Zhonghe Street, Yinzhou District, Ningbo City, Zhejiang Province, the PRC
ID number: 330901197108152529
Contact: 13008995951
Party B 12: Sun Yong
Residence: No. 1 Aiguo Taoyang Road, Lincheng Street, Dinghai District, Zhoushan City, Zhejiang Province, the PRC
ID number: 330902198402202938
Contact: 13362193092
Party B 13: Wang Gao
Residence: Group 8, Bayi Village, Babao Township, Dafang County, Guizhou Province, the PRC
ID number: 522422198106036459
Contact: 15772752877
2
Party B 14: Shen Xinyi
Residence: No. 15, Xiamen Village, Gepo Town, Fuchuan Yao Autonomous County, Guangxi, the PRC
ID number: 452428199509142226
Contact: 18077483914
Party C (Target Company): Sunrise (Guizhou) New Energy Material Co., Ltd.
Residence: Group 2 (next to Yilong Avenue), Heying 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), Heying 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.
3
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 | Zeng Dongqing | 3,720,000 | 1.50 | % | |||||||
| 9 | Ren Zhong | 2,480,000 | 1.00 | % | |||||||
| 10 | Cheng Chuanya | 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 RMB 200 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.
4
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 | Zeng Dongqing | 3,720,000 | 1.1574 | % | |||||||
| 9 | Ren Zhong | 2,480,000 | 0.7716 | % | |||||||
| 10 | Cheng Chuanya | 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.
5
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.
6
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)
7
(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 :Zeng Dongqing (signature)
Party B 9 :Ren Zhong (signature)
Party B 10 :Cheng Chuanya (signature)
Party B 11 :Xu Saiqin (signature)
Party B 12 :Sun Yong (signature)
8
(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
9
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: Room 703, West Zone, R&D Building, Pioneer Park, Zibo 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: Room 211, No. 1432, Pujian Road, Pudong New Area,Shanghai,the PRC
Party B 3: Guizhou Guangyao Management Partnership
Unified Social Credit Code: 91522320MA7BMLXX7T
Legal representative: Du Huiyu
Residence: Group 2, Heying Village, Lutun Town, Xingyi 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: 430726197909073740
Residence: Room 503, Residential Building, No. 15, Vanke Jinyuexiangshu Garden, No. 64, Hongtu Avenue, Nancheng District, Dongguan City, Guangdong Province, the PRC
1
Party B 6: Zeng Dongqing
ID number: 431021198510053014
Residence: Xianghua Group, Tuanjie Village, Tuanjie Township, Guiyang County, Hunan Province, the PRC
Party B 7: Ren Zhong
ID number: 520103198511015646
Residence: No. 75, Gaicha Road, Yunyan District, Guiyang City, Guizhou Province, the PRC
Party B 8: Cheng Chuanya
ID number: 410422198111282219
Residence: Room 2901, Unit 2, Building 1, District F, Xinghe 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: 330901197108152529
Residence: Room 902, Building 12, Rong’anheyuan, Zhonghe Street, Yinzhou District, Ningbo City, Zhejiang Province, the PRC
Party B 10: Sun Yong
ID number: 330902198402202938
Residence: No. 1 Aiguo Taoyang Road, Lincheng Street, Dinghai District, Zhoushan City, Zhejiang Province, the PRC
Party B 11: Wang Gao
ID number: 522422198106036459
Residence: Group 8, Bayi Village, Babao Township, Dafang County, Guizhou Province, the PRC
Party B 12: Shen Xinyi
ID number: 452428199509142226
Residence: No. 15, Xiamen Village, Gepo Town, Fuchuan 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%).
2
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. |
3
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)
4
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: Zeng Dongqing (signature)
Party B 7: Ren Zhong (signature)
Party B 8: Cheng Chuanya (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)
5
