Synthesis Energy Systems, Inc. (NASDAQ:SYMX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Restructuring Agreement with THVOW and ICCDI
On August 18, 2017, SES Asia Technologies Limited, an indirect subsidiary of Synthesis Energy Systems, Inc. (“SES”), entered into a Restructuring Agreement (the “Restructuring Agreement”) with Suzhou THVOW Technology Co., Ltd. (“THVOW”), formerly known as Zhangjiagang Chemical Machinery, and Innovative Coal Chemical Design Institute (Shanghai) Co., Ltd. (“ICCDI”), with respect to their joint venture Jiangsu Tianwo-SES Clean Energy Technologies Co., Ltd. (“Tianwo-SES”). to the Restructuring Agreement, SES will transfer a 10.0% ownership interest in Tianwo-SES to ICCDI in exchange for RMB 11,150,000 (approximately USD $1.7 million). As a result of the transaction, SES will own 25% of Tianwo-SES. The transaction will be effective upon receipt of the funds by SES. In addition, for 26 months after the effective date, SES has a right of first offer on any ownership interest in Tianwo-SES that either THVOW and ICCDI desires to sell to a third party, provided that SES shall not exceed 50% ownership of Tianwo-SES.
In connection with entering into the Restructuring Agreement, on August 18, 2017, but effective upon effectiveness of the Restructuring Agreement, SES entered into a Share Transfer Agreement with ICCDI respecting the ownership transfer contemplated by the Restructuring Agreement.
Joint Venture Contract
On August 18, 2017, but effective upon effectiveness of the Restructuring Agreement, in connection with entering into the Restructuring Agreement, SES, THVOW and ICCDI entered into an amended Joint Venture Contract (the “JV Contract”) respecting Tianwo-SES. The JV Contract replaces in its entirety the prior joint venture contract between SES and THVOW dated February 14, 2014 as described in the Current Report on Form 8-K filed by SES on February 14, 2014 (the “2014 8-K”). The primary purpose of the JV Contract was to add ICCDI as a party. Except as noted below, the material terms of the JV Contract remain unchanged from what was described in the 2014 8-K.
In addition to the ownership changes described above, Tianwo-SES will now be managed by a board of directors (the “Board”) consisting of eight directors, four appointed by THVOW, two appointed by ICCDI and two appointed by SES. Certain acts as described in the JV Contract require the unanimous approval of the Board. If the Board becomes deadlocked on any issue, it will be resolved through binding arbitration in Shanghai. Each of THVOW and SES also now has the right to appoint a supervisor, which will supervise the management of Tianwo-SES, including through (i) inspecting accounting records, vouchers, books and statements of Tianwo-SES; (ii) supervising the actions of directors and management; and (iii) attending meetings of the Board to raise questions or suggestions regarding matters to be resolved by the Board. The general manager, which will serve as the principal executive of the Joint Venture, will now be appointed by ICCDI. Certain other members of management will now be appointed by both SES and THVOW.
Technology Usage and Contribution Agreement
On August 18, 2017, but effective upon effectiveness of the Restructuring Agreement, in connection with entering into the Restructuring Agreement, SES, THVOW and ICCDI entered into an amended Technology Usage and Contribution Agreement (the “TUCA”) respecting Tianwo-SES. The TUCA replaces in its entirety the prior technology usage and contribution agreement between SES and THVOW dated February 14, 2014 as described in the 2014 8-K. The material terms of the TUCA remain unchanged from what was described in the 2014 8-K.
The foregoing descriptions are qualified in its entirety by reference to the full text of the Restructuring Agreement, the Share Transfer Agreement, the JV Contract and the TUCA which are filed with this Current Report on Form 8-K as Exhibit 10.1, Exhibit10.2, Exhibit 10.3 and Exhibit 10.4, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits
*10.1Restructuring Agreement dated August 18, 2017 among SES Asia Technologies Limited, Suzhou THVOW Technology Co., Ltd., and Innovative Coal Chemical Design Institute – English translation from Chinese document.
*10.2Share Transfer Agreement dated August 18, 2017 between SES Asia Technologies Limited and Innovative Coal Chemical Design Institute – English translation from Chinese document.
*10.3Joint Venture Contract among Suzhou THVOW Technology Co., Ltd., Innovative Coal Chemical Design Institute and SES Asia Technologies, Ltd., dated August 18, 2017 – English translation from Chinese document. ++
*10.4Technology Usage and Contribution Agreement among Jiangsu Tianwo-SES Clean Energy Technologies Co., Ltd., Suzhou THVOW Technology Co., Ltd., Innovative Coal Chemical Design Institute and SES Asia Technologies, Ltd., dated August 18, 2017 – English translation from Chinese document. ++
* Filed herewith.
++ Portions of this exhibit have been omitted to a request for confidential treatment filed with the Securities and Exchange Commission and this exhibit has been filed separately with the Securities and Exchange Commission in connection with such request.
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.
| Synthesis Energy Systems, Inc. | |
| Dated: August 24, 2017 | /s/ Delome Fair |
| Delome Fair | |
| President and Chief Executive Officer |
Exhibit Index
*10.1Restructuring Agreement dated August 18, 2017 among SES Asia Technologies Limited, Suzhou THVOW Technology Co., Ltd., and Innovative Coal Chemical Design Institute – English translation from Chinese document.
*10.2Share Transfer Agreement dated August 18, 2017 between SES Asia Technologies Limited and Innovative Coal Chemical Design Institute – English translation from Chinese document.
*10.3Joint Venture Contract among Suzhou THVOW Technology Co., Ltd., Innovative Coal Chemical Design Institute and SES Asia Technologies, Ltd., dated August 18, 2017 – English translation from Chinese document. ++
*10.4Technology Usage and Contribution Agreement among Jiangsu Tianwo-SES Clean Energy Technologies Co., Ltd., Suzhou THVOW Technology Co., Ltd., Innovative Coal Chemical Design Institute and SES Asia Technologies, Ltd., dated August 18, 2017 – English translation from Chinese document. ++
* Filed herewith.
++ Portions of this exhibit have been omitted SYNTHESIS ENERGY SYSTEMS INC ExhibitEX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1 Among 苏州天沃科技股份有限公司 Suzhou THVOW Technology Co.,…To view the full exhibit click here
About Synthesis Energy Systems, Inc. (NASDAQ:SYMX)
Synthesis Energy Systems, Inc. is a clean energy company that develops, builds and owns clean energy projects. The Company owns gasification technology, which it utilizes to provide technology licenses and equipment to customers in the energy and chemical industries. The Company operates through segments, including SES China, Technology Licensing and Related Services, and Corporate. The SES China segment includes all of the assets and operations and related administrative costs for China, including initial closing costs relating to its joint ventures. The Technology Licensing and Related Services segment includes all of the Company’s operating activities outside of China. The Corporate segment includes the executive and administrative expenses of the corporate office in Houston. The Company offers U-GAS fluidized bed gasification technology, which is known as Synthesis Energy Systems Gasification Technology (SGT).
