Securities code: 000540 securities abbreviation: Zhongtian Financial Group Company Limited(000540) Announcement No.: 2022-10 Zhongtian Financial Group Company Limited(000540)
Progress announcement on the sale of 100% equity of Zhongtian Urban Investment Group Co., Ltd
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、 Transaction overview
On August 30, 2021, Zhongtian Financial Group Company Limited(000540) (hereinafter referred to as “the company”) held the 17th meeting of the eighth board of directors, deliberated and adopted the proposal on the company’s planning for major asset sales and signing the equity transfer framework agreement, It is agreed that the company and Jiayuan ChuangSheng Holding Group Co., Ltd. (hereinafter referred to as “Jiayuan Chuangsheng”) sign the equity transfer framework agreement on the acquisition of Zhongtian Urban Investment Group Co., Ltd., and intend to transfer 100% equity of Zhongtian Urban Investment Group Co., Ltd. (hereinafter referred to as “Zhongtian urban investment”) to Jiayuan Chuangsheng (refer to itself, joint third party or designated third party).
On December 1, 2021, the company held the 20th meeting of the eighth board of directors, deliberated and adopted the proposal on selling 100% equity of Zhongtian Urban Investment Group Co., Ltd, It is agreed that the company and the transferee of this transaction Jiayuan Chuangsheng and Shanghai Jiezhong enterprise management center (limited partnership) (hereinafter referred to as “Shanghai Jiezhong”) sign the equity transfer agreement on Zhongtian Urban Investment Group Co., Ltd. (hereinafter referred to as the equity transfer agreement). Based on the appraisal value determined in the asset appraisal report issued by the appraisal institution, the transaction parties have determined through negotiation that the transfer price of 100% equity of Zhongtian Chengtou is 890000 yuan. The independent directors expressed their independent opinions on this. After the completion of this transaction, the company will no longer hold the equity of Zhongtian city investment.
On December 20, 2021, the company held the second extraordinary general meeting of shareholders in 2021, which deliberated and approved the transaction of selling 100% equity of Zhongtian Chengtou. See China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) for details of the above matters Relevant announcements of the company.
2、 Progress of this transaction
(I) up to now, the company has received the first phase equity transfer price, but has not received the second phase equity transfer price and one-third of the third phase equity transfer price. In order to safeguard the interests of the company and in line with the principle of friendly cooperation, the company sent a reminder letter to the transferee on January 19, 2022, asking the transferee to pay the second phase of equity transfer price to the company within 15 days after receiving the letter.
(II) on January 29, 2022, the transferee sent the reply to the notice to the company. The transferee has put forward the payment plan and actual situation as follows:
1. Pay the second phase equity transfer price agreed in the equity transfer agreement of the company before March 28, 2022.
2. Pay off the third equity transfer price agreed in the equity transfer agreement in three installments before June 28, 2022. Specifically, one third of the equity transfer price of the third phase of the company will be paid before April 28, 2022, May 28, 2022 and June 28, 2022 respectively.
Up to now, the parties to the transaction have not signed a supplementary agreement, and the company is discussing relevant matters with the transferee. The company will timely perform the corresponding decision-making procedures and information disclosure obligations according to the follow-up progress.
3、 Impact on the company and relevant instructions
(I) the delayed payment of the remaining equity transfer price of this transaction has a certain impact on the company’s operating capital planning. The company will actively urge the transferee to fulfill its payment obligations and protect the interests of the company and all shareholders. (II) as of the disclosure date of this announcement, the equity delivery conditions of Zhongtian Chengtou have not been met, and Zhongtian Chengtou is still a subsidiary within the scope of the company’s consolidated statements.
(III) the company will timely perform the obligation of information disclosure according to the follow-up progress of this transaction. The information disclosure media designated by the company are China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.), Please pay attention to the relevant announcements of the company and pay attention to the investment risks.
4、 Documents for future reference
(I) reply to the reminder letter.
It is hereby announced.
Zhongtian Financial Group Company Limited(000540) board of directors
February 7, 2022
