Securities code: 300720 securities abbreviation: Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) Announcement No.: 2022-009 Guangdong High Dream Intellectualized Machinery Co.Ltd(300720)
Announcement on the progress of foreign investment and the freezing of the underlying equity of this transaction
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of this investment
On January 4, 2022, the company signed the investment agreement with Chengdu Xintong Technology Co., Ltd. (hereinafter referred to as “Xintong technology”) and Li Rui and Chengdu Xintong Software Co., Ltd. (hereinafter referred to as “Xintong software or the target company”), which agreed that the company would purchase 20% equity of the target company held by Xintong technology with cash of RMB 84.8 million according to the conditions agreed in the investment agreement, At the same time, the company provided Li Rui with a convertible loan of 80 million yuan, and thus obtained an unconditional equity swap for the equity of the target company held by Li Rui or the enterprise controlled by Li Rui at that time. For details, see the company’s announcement on cninfo.com on January 7, 2022（ http://www.cn.info.com.cn. ）Announcement on signing investment agreement and progress of foreign investment (Announcement No.: 2022-001).
2、 Progress of foreign investment
On January 27, 2022, the company signed the Bank Of China Limited(601988) BOC intelligent management product supervision agreement (hereinafter referred to as the “supervision agreement”) with Xintong technology, Li Rui and Bank Of China Limited(601988) Shunde Beijiao sub branch (hereinafter referred to as the “supervision bank”), and agreed that the account opened by the company at the supervision bank shall be used as the supervision account (jointly managed account), which shall be jointly managed by the company, Xintong technology Li Rui jointly entrusts the regulatory bank to provide regulatory services for the retention and payment of equity transfer funds and convertible loan funds under the investment agreement; In accordance with the investment agreement and the supervision agreement, the company remitted equity transfer funds and convertible loan funds totaling 164.8 million yuan to the supervision account (co management account) on January 27, 2022.
In strict accordance with the investment agreement and the supervision agreement, the company will require Xintong technology and Li Rui to perform the preconditions and submit application materials and relevant industrial and commercial registration certificates to the regulatory bank, so as to ensure the capital safety of this transaction and the smooth progress of this transaction.
3、 The subject equity of this transaction is frozen
The company received the notification letter from Xintong technology and learned that the equity of the target company held by Xintong technology was frozen by Chengdu Intermediate People’s Court of Sichuan Province according to law. The relevant information is as follows:
On January 28, 2022, Xintong technology received (2022) chuan01 Caibao No. 4 civil ruling issued by Chengdu Intermediate People’s Court of Sichuan Province. Hong Kong Xiewei Investment Holding Group Co., Ltd. applied for pre litigation property preservation of Xintong technology and requested to take preservation measures for the property of Xintong technology within the range of 75838691.98 yuan. According to the civil ruling, Chengdu Intermediate People’s Court of Sichuan Province frozen 100% equity of the target company held by Xintong technology for the period from January 21, 2022 to January 20, 2025, and the document number of the execution ruling is (2022) Chuan 01 Zhibao No. 41. At present, Xintong technology is seizing the time to understand the specific situation of the case corresponding to this freeze, and will inform the company of new progress as soon as possible. Meanwhile, Xintong technology plans to solve the matter as soon as possible by means of preservation, replacement and execution objection, so as to ensure the smooth progress of subsequent transactions.
According to the investment agreement signed between the company and Xintong technology and Li Rui and Xintong software, it is one of the preconditions of this transaction that the equity of Xintong software does not have any encumbrance and ownership defects on the equity delivery date. If Xintong technology fails to ensure that the equity of Xintong software does not have any encumbrance and ownership defects as agreed, The company has the right to suspend or terminate the performance of the agreement and require it to bear corresponding liabilities for breach of contract.
The company will pay close attention to the freezing of equity of Xintong software held by Xintong technology and its subsequent progress, urge Xintong technology to properly solve it as soon as possible, and fulfill its obligations under the investment agreement as agreed. At the same time, the company will timely perform relevant information disclosure obligations in strict accordance with relevant laws and regulations. Please pay attention to investment risks.
4、 Documents for future reference
1. Bank Of China Limited(601988) BOC intelligent management product supervision agreement
2. Notification letter of Xintong Technology
It is hereby announced.
Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) board of directors
February 6, 2022
