Securities code: 000035 securities abbreviation: China Tianying Inc(000035) Announcement No.: ty2022-04 China Tianying Inc(000035)
Announcement on foreign investment of holding subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Overview of foreign investment
In order to promote the sustainable development of global green, low-carbon and circular economy, China Tianying Inc(000035) (hereinafter referred to as ” China Tianying Inc(000035) ” or “the company”), the holding subsidiary atlas renewable LLC (hereinafter referred to as “Atlas”) signed the share subscription agreement with Novus Capital Corporation I (I hereinafter referred to as “Novus” or “the subject company”) on January 30, 2022 (Beijing time), Atlas, the holding subsidiary of the company, plans to invest in the target company with its own funds or self raised funds, with an investment amount of US $50 million. After the completion of this investment, Atlas, the holding subsidiary of the company, will hold 5 million shares of Novus. Novus has signed a merger agreement with energy vault, Inc. (hereinafter referred to as “EV”) on September 8, 2021 to acquire all shares of EV through reverse merger. It is expected that EV will be listed on the New York Stock Exchange in February 2022. EV company is a developer of energy storage technology, which is committed to promoting the storage technology and products of renewable energy all over the world. This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the articles of association and the company’s foreign investment management system and other relevant provisions, this foreign investment does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation and approval.
2、 Basic information of both parties
1. Basic information of investors
Company name: Atlas renewable LLC
Company type: limited liability company
Registered address: 1885 St James place, suite 888, Houston, TX 77056 USA
Business scope: foreign investment
Equity structure: China Tianying Inc(000035) holds 51% equity of the company.
2. Basic information of investment object
Company name: Novus Capital Corporation II
Legal representative: Robert J. Laikin (CEO)
Registered address: 8556 Oakmont lane, Indianapolis, in 46260
Novus is not a dishonest person.
Financial data of the subject company:
As of September 30, 2021, Novus had total consolidated assets of US $252746334 and net assets of US $230334341. In 2020, the operating revenue is 0 and the net profit is – 32956515 US dollars. From January to September 2021, the operating revenue is 0 and the net profit is – 19785044 US dollars. (Novus pro forma financial data) 3 Association description
Atlas, the company and its holding subsidiary, is not related to Novus, the investment object.
3、 Main contents of the agreement
1. Parties to the agreement:
(1) Atlas renewable LLC, a company incorporated under the laws of Texas, is a holding subsidiary of China Tianying Co., Ltd.
(2) Novus Capital Corporation II, a company incorporated under the laws of the state of Delaware. Novus is a special purpose acquisition company, which aims to carry out merger, share exchange, asset acquisition, stock purchase, capital reorganization, reorganization or other similar business merger with one or more enterprises or entities. Its shares are listed on the New York Stock Exchange with the stock code of “NYSE: nxu, nxu. U, nxu WS”.
2. Subscription arrangement: Altas subscribes five million class A shares newly issued by Novus for a consideration of ten US dollars (USD 10), with a total consideration of fifty million US dollars (USD 50 million).
3. Preconditions: preconditions for subscription completion include but are not limited to the following:
(1) All conditions precedent under the merger agreement have been met or waived;
(2) Any amendment to the merger agreement will not have a material adverse impact on Altas’s economic interests under the merger agreement;
(3) The respective representations and warranties of Novus and Altas are true in all material respects;
(4) The respective commitments of Novus and Altas have been met in major aspects;
(5) There were no significant adverse changes in Novus and ev.
4. Delivery arrangement: Altas shall pay the subscription consideration to the regulatory account two working days before the delivery. On the closing day, the subscription consideration was paid to Novus from the regulatory account, and Novus issued shares to Altas. If the closing fails to occur on the scheduled closing date and within four working days thereafter, Novus shall return the subscription consideration to Altas within two working days.
5. Liability for breach of contract: if either party breaches the contract, the other party may terminate the subscription agreement and claim compensation for corresponding losses. 6. Termination: the subscription agreement can be terminated when the following events (including but not limited to) occur: (1) the merger agreement is terminated;
(2) Novus and Altas agree to terminate;
(3) Failure to meet the preconditions, resulting in non delivery;
(4) The closing does not occur within 180 days after the signing of the subscription agreement and Altas exercises the right of termination.
7. Governing law and dispute resolution: New York law; The U.S. District Court for the Southern District of New York, the Supreme Court of New York and the U.S. federal court in New York have jurisdiction over disputes.
4、 Purpose, existing risks and impact on the company of this foreign investment
1. Purpose of this foreign investment and its impact on the company
EV company is committed to the development and deployment of gravity energy storage technology, mainly through the use of lifting concrete composite energy storage blocks to realize the storage and release of energy. It aims to help power stations, independent power producers and large industrial energy users reduce the levelized energy cost, and improve the reliability of power system, especially renewable energy power.
China Tianying Inc(000035) as a large international environmental protection and new energy listed company that adheres to promoting enterprise development with scientific and technological innovation, it has formed a two wheel drive strategic layout of “environmental protection + new energy” through efforts in recent years. The company will introduce and promote EV’s advanced energy storage technology, make use of its innovative storage mode and energy management platform, improve the power generation and use quality of the company’s renewable energy, and realize the high-quality utilization of renewable energy, aiming to build a regional zero carbon energy demonstration center and build a new business form of renewable energy development.
The capital source of the company’s investment is its own funds or self raised funds, which will not have an adverse impact on the company’s financial and operating conditions, nor will it damage the interests of the company and all shareholders. The company’s main business will not have related party transactions, horizontal competition and business dependence due to this foreign investment.
2. Risk warning
(1) The subject company is registered in the United States. Different political systems, legal systems, business environment and cultural background may bring certain risks to the company’s investment. The company will further understand and be familiar with the legal system, investment system, business environment, cultural background and other relevant matters of the United States, so as to effectively reduce and avoid various risks caused by investing in overseas companies.
(2) The company’s foreign investment is based on the business merger between Novus and ev. The company will continue to follow up the business merger between Novus and ev. Please pay attention to the investment risks.
5、 Documents for future reference
Share subscription agreement between atlas and Novus.
It is hereby announced.
China Tianying Inc(000035) board of directors
February 7, 2022
