China electric-bus maker's US$20m investment in Dragon Group back on with new terms

SINGAPORE - THE US$20 million investment by Chinese electric-bus manufacturer Zhuhai Yinlong Energy (YLE) in a unit of struggling electronics engineering firm Dragon Group International is back on, albeit with a few changes after a renegotiation.

Dragon was placed on the Singapore Exchange's watch list on March 4, 2015, and will be required to delist from the mainboard after it failed to meet the financial exit criteria before the stipulated deadline several times.

The original proposed subscription of shares by YLE and Sputnik Energy, first announced in 2017, was not fulfilled and/or waived before the long-stop date of April 2018, so the agreements had been terminated.

The new share subscription agreement entered into on Jan 3 will see YLE subscribe for nearly a billion shares of Dragon's unit EoCell, which represents 40 per cent of EoCell's new enlarged share capital for US$20 million.

A management company to be incorporated, representing the key management of EoCell, will also subscribe for about half a billion shares to represent up to 20 per cent of the enlarged EoCell share capital, at a nominal consideration. This company will have full discretion to set up and administer an employee share unit scheme on whatever terms it deems fit or to distribute or transfer such number of its subscription shares it has subscribed to such deserving key employees and management on such terms as it deems fit.

Sputnik Energy, which holds 7 per cent of EoCell with Dragon holding the balance 93 per cent, will no longer subscribe for EoCell Shares. The earlier agreement in 2017 would have seen Sputnik subscribe for what would have represented 17.02 per cent of the enlarged EoCell share capital for US$1. Sputnik holding up to 20 per cent of the enlarged EoCell share capital had been originally a prerequisite for the YLE investment in 2017.

EoCell is a joint venture between the company and Sputnik Energy, formed in 2015 to explore opportunities in the lithium ion batteries and energy storage market.

Under the new agreement, Dragon will also indemnify EoCell for any and all losses incurred by Eocell should Sputnik initiate any legal dispute based on a cause of action that arose on or before the date of completion or in connection with the capitalisation transaction, share division exercise or share subscription by the new management company.

YLE has also paid a deposit of $2 million.

The proceeds from the allotment and issuance of YLE shares will also be used solely for repaying EoCell of US$3 million of a balance shareholder loan, repaying US$750,000 to YLE for R&D (research and development) undertaken by EoCell and for working capital purposes.

Trading in Dragon Group International's securities ceased in May and remains suspended until the completion of its exit offer.