New East New Materials Co.Ltd(603110)
Suggestive announcement on changes in shareholders' equity
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
This equity change belongs to the equity change caused by the agreement transfer. Fan Jiaju, the shareholder of the company, plans to transfer his 10800000 non tradable shares to Chengdu jiaozi Dongfang investment development partnership (limited partnership) by means of agreement transfer, without involving the tender offer.
This equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
1、 Basic information of this equity change
New East New Materials Co.Ltd(603110) (hereinafter referred to as "the company") recently received a notice from the company's shareholder fan Jiaju. Fan Jiaju and Chengdu jiaozi Oriental Investment Development Partnership (limited partnership) signed the share transfer agreement between fan Jiaju and Chengdu jiaozi Oriental Investment Development Partnership (limited partnership) on New East New Materials Co.Ltd(603110) on February 7, 2022, Fan Jiaju plans to transfer his 10800000 shares of the company (accounting for 5.367% of the total share capital of the company) to Chengdu jiaozi Oriental Investment Development Partnership (limited partnership) at the price of 34.884 yuan per share by agreement, with a total transfer price of 376747200 yuan.
(I) basic information of information disclosure obligor
1. Basic information of the transferee
Company name: Chengdu jiaozi Oriental Investment Development Partnership (limited partnership)
Type of enterprise: limited partnership
Registered address: No. 1, floor 1, building 4, No. 18-2, second section of Lushan Avenue, Wan'an street, Tianfu new area, Chengdu, China (Sichuan) pilot Free Trade Zone
Executive partner Shanghai Orient Securities Company Limited(600958) Capital Investment Co., Ltd
The registered capital is 1 billion yuan
Unified social credit code 91510100ma64ruk91x
Business scope: general projects: project investment; Equity investment in non-public transactions such as the equity of non listed enterprises and the equity of non-public issuance of listed companies, as well as relevant consulting services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Partnership term: January 17, 2020 to January 16, 2023
2. Basic information of Transferor
Name: Fan Jiaju
Gender male
Nationality: Hong Kong, China
ID number P804*** (*)
Address: Huangyan District, Taizhou City, Zhejiang Province
Mailing address: 8th floor, No. 118, Laodong North Road, Huangyan District, Taizhou City, Zhejiang Province
Have you obtained the right of abode in other countries or regions of Hong Kong, China
3. Basic information of the transferor acting in concert
Name: Zhu Junfei
Gender female
Nationality China
ID number 33260319630305****
Address: Huangyan District, Taizhou City, Zhejiang Province
Mailing address: 8th floor, No. 118, Laodong North Road, Huangyan District, Taizhou City, Zhejiang Province
Have you obtained the right of residence in other countries or regions
(II) Shareholding of information disclosure obligors and persons acting in concert before this equity change
Shareholding before and after this equity change:
Shareholding change before this change shareholding after this change shareholder name
Shareholding quantity shareholding proportion shareholding quantity shareholding proportion shareholding quantity shareholding proportion
(shares) (%) (shares) (%) (shares) (%)
Fan Jiaju 14873804 7.392 10800000 5.367 4073804 2.024
Zhu Junfei 17787840 8.840 17787840 8.84
Chengdu jiaozi Dongfang investment development partnership (limited partnership)
This equity change will not lead to the change of the company's largest shareholder or actual controller.
(III) main contents of equity transfer agreement
1. Parties to the assignment of agreement
Party A (transferor): Fan Jiaju
Party B (transferee): Chengdu jiaozi Oriental Investment Development Partnership (limited partnership)
2. Underlying shares
The transferor agrees to transfer its 10800000 shares of the listed company (accounting for 5.367% of the total issued share capital of the listed company) and all rights corresponding to the above shares The rights and interests (including the ownership, profit distribution rights, asset distribution rights, voting rights and other rights, powers and interests that the shareholders of the company should enjoy as stipulated in the articles of association of the listed company and Chinese laws and regulations) related to the above target shares are transferred to the transferee, and the transferee agrees to transfer the target shares.
3. Transfer price
The agreed transfer price of the subject shares is 90% of the closing price of New East New Materials Co.Ltd(603110) on the trading day before the signing date of this agreement, i.e. RMB 34.884/share, and the total transfer price is RMB 376747200 (in words: RMB three hundred seventy-six million seven hundred and forty-seven thousand two hundred).
4. Payment of share transfer price and share delivery
(1) Both parties shall submit the agreement transfer application to Shanghai Stock Exchange within five trading days from the effective date of this Agreement and after the transferee has paid the first phase of share transfer price in accordance with this agreement, The transferor shall transfer the subject shares to the transferee at one time through China Securities Depository and Clearing Co., Ltd. within 10 trading days after receiving the share transfer confirmation issued by the legal department of Shanghai Stock Exchange.
(2) The transferee shall pay the share transfer price to the transferor in two installments
Phase I: the transferee shall pay the first phase of share transfer price of RMB 100000000 (in words: RMB 100 million only) to the transferor within three trading days from the effective date of this agreement.
Phase II: the transferee shall pay the transfer price of phase II shares to the transferor of RMB 276747200 (in words: RMB two hundred seventy-six million seven hundred and forty-seven thousand two hundred only) within three trading days from the date of receiving the tax payment certificate issued by the transferor and completing the transfer registration procedures of the subject shares.
(3) From the date of completing the transfer registration procedures of the subject shares, all rights related to the subject shares shall be transferred to the transferee, including but not limited to: voting rights, dividend rights and disposal rights, which shall be subject to the provisions of the articles of association of the listed company, relevant laws, regulations and normative documents.
5. Effective time and conditions of the agreement
This Agreement shall come into force as of the date when it is legally signed by both parties.
6. Agreement on shareholding period
Adhering to the concept of value investment, the transferee promises not to transfer the subject shares within 6 months from the date of completion of delivery (the date of completion of share transfer registration procedures through China Securities Depository and Clearing Co., Ltd.), hold shares as long as possible on the premise of meeting relevant laws and regulations, and reduce them in accordance with the trading rules in force at that time.
7. Guarantees and commitments
(1) Warranties and commitments of the transferor
i. The transferor has the right and capacity to sign this agreement, and has sufficient capacity to fully perform its obligations under this agreement.
ii. The transferor has all the rights to sign and perform its obligations under this agreement, and has all the qualifications and / or capacity to sign this agreement in accordance with Chinese law. The transferor guarantees that the shares to be transferred this time are truly owned by it, and has the full right to dispose of the shares to be transferred. It also guarantees that the shares have no pledge or other encumbrances, have not been sealed up, frozen and free from recourse by a third party, and there are no other rights restrictions and rights disputes (including potential disputes).
III. The transferor guarantees that the signing or performance of this agreement will not violate laws and regulations and will not lead to
IV. The transferor has fully, thoroughly and timely disclosed all information and materials related to this transaction to the transferee without major omission, misleading and fiction. The transferor guarantees that all documents and materials provided to the transferee are true, effective and complete.
(2) Warranties and commitments of the transferee
i. The transferee is an enterprise registered and existing according to law, has the right and capacity to sign this agreement in accordance with the partnership law, civil code and its partnership agreement, and has sufficient capacity to fully perform the obligations specified in this agreement.
ii. The signing and performance of this Agreement does not conflict with the obligations undertaken by the transferee's partnership agreement or binding normative documents such as relevant laws, regulations and regulations and signed agreements.
III. The transferee will take all necessary actions to timely cooperate with the transferor and the listed company in handling the disclosure of equity changes involved in the transfer and the inquiry Reply of the exchange (if any).
8. Change and cancellation of the agreement
(1) Any amendment or change of this Agreement shall come into force only after the parties hereto negotiate separately and sign a written agreement on the amendment or change.
(2) Before the completion of the delivery of the transferred shares, this Agreement shall be terminated under the following circumstances:
(3) Except for the delay caused by the transferee's failure to pay the transfer price on time, the share transfer registration procedures have not been completed within 30 trading days from the effective date of this agreement.
(4) The agreement shall be terminated by consensus of all parties.
(5) If either party breaches the contract and fails to correct it within 10 days after the other party sends a written notice requiring correction, or commits two or more breaches in total, the observant party has the right to unilaterally terminate this agreement.
(6) This agreement cannot be performed due to force majeure.
The party entitled to propose to terminate the agreement shall notify the other parties in writing. The notice shall take effect when it reaches the other parties, and the agreement shall be terminated when the notice arrives. If this agreement is terminated, the transferor shall return all the share transfer money received to the transferee within three trading days after the termination date.
(7) The termination of this Agreement shall not affect the right of one party to claim payment of liquidated damages and compensation for losses.
9. Liability for breach of contract and dispute resolution
(1) If the transferee delays in paying any share transfer price under this agreement, the transferee shall bear a daily overdue fine of 0.06% of the unpaid amount. If this agreement is terminated and the transferor fails to return all the share transfer price received to the transferee in accordance with the fifth Treaty of this agreement, the transferor shall bear a late fee of 0.06% per day according to the amount that should be returned.
(2) After the signing of this agreement, except for the cause of force majeure, any party's failure to perform or timely and inappropriate performance of any of its obligations under this agreement, or breach of any representation, warranty or commitment made under this agreement, shall constitute a breach of contract and shall bear the corresponding liability for breach of contract in accordance with the law, Compensate the observant party for all economic losses and expenses required for recovery, and pay the observant party liquidated damages of 10% of the total price of share transfer.
(3) Any dispute arising from or in connection with this Agreement shall be settled by both parties through friendly negotiation.
(4) If the dispute cannot be settled within 30 days after negotiation between both parties, either party has the right to submit the dispute to Shanghai Arbitration Commission for arbitration in accordance with the then effective arbitration rules of the Commission. The place of arbitration shall be Shanghai. The arbitration tribunal shall consist of three (3) arbitrators selected in accordance with the arbitration rules. The language of arbitration shall be Chinese. The arbitration award of the arbitration tribunal shall be final and binding on all parties. Each party shall use its best efforts to enable the timely enforcement of any such arbitral award and provide any necessary assistance in this regard.
2、 Follow up matters involved
(I) this equity change will not change the controlling shareholder and actual controller of the company.
(II) this equity change involves the disclosure of short form equity change report by the information disclosure obligor. For details, please refer to the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The simplified equity change report (fan Jiaju) and the simplified equity change report (Chengdu jiaozi Oriental Investment Development Partnership).
(III) the agreement transfer part in this equity change still needs to be registered with China Securities Depository and Clearing Co., Ltd. Shanghai Branch. There is still uncertainty whether it can be finally completed. Please pay attention to the investment risks.
3、 Documents for future reference
(I) share transfer agreement;
(II) simplified equity change report (fan Jiaju);
(III) simplified equity change report (Chengdu jiaozi Oriental Investment Development Partnership).
It is hereby announced.
New East New Materials Co.Ltd(603110) board of directors February 8, 2022
