Party A (investor):
ID number/company registration number:
Party B: (Limited Partnership)
Main business place:
Managing partner:
Party C:
ID number:
Target company:
Domicile:
Legal representative:
(hereinafter collectively referred to as the "parties")
Whereas:
According to the needs of fierce competition in the market economy, the target company intends to strengthen its strength through asset restructuring, capital increase and share expansion. Facing the new development opportunities and challenges, the target company plans to change from a limited liability company to a joint stock limited company, and plans to start the listing procedure of the New Third Board in the near future, enter the capital market and become a company with standardized operation.
All parties agree that Party A will make capital contribution to Party B and become one of the partners of Party B, and Party B will make capital contribution to the target company as a partnership (limited partnership), so as to realize the purpose of indirect capital contribution of Party A to the target company.
Therefore, according to the Company Law of People's Republic of China (PRC) and the existing relevant laws and regulations, all parties reached the following letter of intent through full and equal consultation on the principle of voluntariness, fairness and justice, and kept it in good faith.
Article 1 Capital contribution
1. Party A subscribes RMB10,000.00 Yuan to Party B, and Party B promises that the above capital contribution made by Party A to Party B will only be used for Party B to increase capital and share in the target company.
After the completion of this round of capital increase, that is, after Party B, as a partnership (limited partnership), increased its capital and shares in the target company, the registered capital of the target company was changed to RMB10,000 yuan, so the above-mentioned capital contribution of Party A was% of its capital contribution in the target company, and the rest was included in the capital reserve of the target company.
2. According to this Letter of Intent, both Party A's contribution to Party B and Party B's contribution to the target company are paid in RMB cash.
Article 2 Time limit for capital contribution
1. Party A shall remit the capital contribution subscribed by Party B to the bank account designated by Party B within 10 days from the date of signing this Letter of Intent.
2. Party B shall remit the capital increase to the bank account designated by the target company after receiving the actual capital contribution made by Party A and other partners of Party B. ..
Article 3 Procedure
1. Party B shall modify its partnership agreement according to the provisions of relevant laws and regulations, and apply to the original enterprise registration authority for registration of change according to law after Party A has actually contributed capital.
2. The target company shall amend its articles of association according to the provisions of relevant laws and regulations, and apply for registration of change to the original company registration authority according to law after Party B actually pays the capital increase.
Article 4 Taxes and expenses
All taxes and fees related to this Letter of Intent levied by China government and tax authorities in China shall be borne by all parties to this Letter of Intent according to the requirements of existing laws, regulations, administrative rules and other normative documents in China.
Article 5 Assurances and Guarantees
1. Each party promises that it has full capacity for civil rights and capacity for civil conduct to participate in, sign and implement this letter of intent, or has all necessary rights and authorizations to sign and perform this letter of intent, and will continue to have all necessary rights and authorizations to fully perform its obligations under this letter of intent until the matters described in this letter of intent are completed;
2. The signing of this letter of intent and the performance of all obligations under this letter of intent will not infringe the rights of any third party;
3. Once this letter of intent is signed, it will constitute a legal, effective and binding letter of intent for all parties;
4. The statements and commitments made by all parties in this letter of intent are true, complete and not misleading; The legal documents, financial materials and other materials related to the matters agreed in this Letter of Intent submitted by all parties are true and accurate, and there are no major omissions or hidden dangers;
5. Without the prior written permission of the parties to this letter of intent, neither party shall disclose the contents of this letter of intent, except that it is necessary to fulfill the obligation of information disclosure according to relevant laws and regulations, but the party that has fulfilled the obligation of information disclosure shall inform the other party of the information disclosure in writing.
Article 6 Liability for breach of contract
1. If any party violates the provisions of this Letter of Intent and causes losses to the observant party, the breaching party shall compensate all observant parties for their losses;
2. In case of irreparable loss or damage specified in paragraph 1 of this article, each observant party has the right to require the defaulting party to assume compensation liability or other legal liabilities according to laws, regulations or other provisions of this Letter of Intent.
Article 7 Special Agreement
1. Within two years from the date of signing this letter of intent, Party A shall not transfer its share of Party B's property or its corresponding rights and interests in the target company before the target company is successfully listed on the New Third Board.
2. Within two years from the date of signing this Letter of Intent, if the target company is successfully listed on the New Third Board, Party A may transfer its corresponding rights and interests in the target company by transferring its share of Party B's property after the successful listing of the New Third Board. Party A's transfer of its share of the property held by Party B shall be conducted in accordance with the provisions of the law and the provisions of Party B's partnership agreement.
All right.
3. If the target company fails to complete the listing of the New Third Board within two years from the date of signing this Letter of Intent, Party A may choose to continue to hold Party B's property share from the date of expiration of the two-year period, or choose to quit the partnership and ask Party C to buy back. The repurchase price is the sum of the paid-in capital contribution of Party A and the interest calculated at the annual interest rate of 65,438+00%.
4. After this round of capital increase, if the target company needs to increase capital again, both parties promise to give up the preemptive right in the target company.
Article 8 Law Application and Dispute Resolution
1. The conclusion, validity, interpretation, performance and dispute settlement of this Letter of Intent shall be governed by the laws of People's Republic of China (PRC).
2. If any content of this Letter of Intent conflicts with laws and regulations, the provisions of laws and regulations shall prevail.
3. Any dispute related to or caused by this Letter of Intent shall be settled by all parties to this Letter of Intent through friendly negotiation; If the dispute cannot be settled through consultation within 30 days, all parties to this letter of intent have the right to bring a lawsuit to the people's court with jurisdiction in the place where this letter of intent is signed (Dalian).
Article 9 Others
1. This letter of intent shall come into effect after being signed by all parties or their authorized representatives.
2. This Letter of Intent is valid for a long time and serves as the basis for explaining the rights and obligations of all parties, unless the parties reach a written agreement to oppose the modification of the Letter of Intent.
3. Both parties may sign a supplementary agreement on matters not covered in this Letter of Intent, which is an integral part of this Letter of Intent and has the same legal effect as this Letter of Intent.
4. This Letter of Intent is made in quadruplicate, one for each party, with the same effect.
(There is no text below)
(This page has no text, and it is a # # company signature page)
Party A:
(Signature/Seal)
Party B:
(Signature/Seal)
Party C:
(signature)
Target company:
(Signature/Seal)
Witness:
Witness lawyer:
(signature)
Place of signature: Date of signature: Year Month Day
Letter of Intent for Investment in Capital Increase and Share Expansion [2]
If you successfully invest in Tianma Group, it is expected to achieve complementary advantages.
The company announced that it intends to participate in Changzhou Tianma Group's letter of intent for capital increase and share expansion, and plans to acquire 30% equity of Tianma for 50 million yuan.
Investment points:
This investment is a letter of intent, but the acquisition is beneficial and complementary, and it is expected that formal cooperation is possible. Tianma group was originally a state-owned Changzhou 253 building materials factory, which has the advantages of glass fiber products and fine chemical adhesives and good texture. After the cooperation, Tianma can provide auxiliary materials for glass fiber production in Changhai. In addition, Tianma resin and other materials can be combined with Changhai products and sold to downstream customers. Generally speaking, the two sides can complement each other, and we speculate that formal cooperation is possible.
If the acquisition cost, the company may focus on the development of Tianmachi kiln yarn and resin. At present, Tianma's assets include yarns, products and accessories. According to the assets of Tianma in 20 17 disclosed by Jiuding New Materials, the company owns glass fiber yarn 14000 tons, resin auxiliary material 19600 tons, chopped felt 13600 tons and other products and felt. Among them, the 30,000-ton tank kiln newly built in 2007 has not yet been put into production. If Changhai successfully enters, it is expected to ignite the tank kiln. At the same time, efforts are made to develop Tianma Group's superior auxiliary materials business, especially resin, to cooperate with Changhai's product sales.
The company acquired a 30% stake in Tianma for 50 million yuan, and it is impossible to judge the price at present. The company acquired 30% equity of Tianma for 50 million yuan, and the other 70% was acquired by China Enterprise Xinxing South Venture Capital Fund Center for 65.438+0.2 billion yuan. Based on this calculation, the total cost of this acquisition is about 65.438+0.7 billion yuan. According to the information disclosed by Jiuding New Materials, the book value of shareholders' equity of Tianma Group in September 2065438+2007 was 307 million yuan; However, since Tianma's debt change data in the past two years has not been made public, we cannot judge the level of the purchase price.
The acquisition will not affect the performance in the short term, but it may increase the shareholding ratio in the long term, which is conducive to the company's development. It is understood that Tianma's profit is still poor, but the equity method will be applied to 30% of the shares, so it will not affect Changhai's performance. In the long run, South Venture Capital Fund Center, an emerging China enterprise holding 70% of the shares, may quit as an investment institution. If Tianma's profit improves, it is not excluded that the company will increase its shareholding ratio, which is expected to benefit Changhai's performance.
Give a "recommended" investment rating. We expect the eps of 12- 14 to be 0.6 1 yuan, 0.95 yuan and 1. 12 yuan respectively, and give them a "recommended" investment rating.
Risk warning: the progress of foreign economic recovery is lower than expected, and the capacity reduction is slower than expected.