Securities code: 300128 securities abbreviation: Suzhou Jinfu Technology Co.Ltd(300128) Announcement No.: 2022-008 Suzhou Jinfu Technology Co.Ltd(300128)
Progress announcement on the follow-up matters of terminating the issuance of shares and paying cash to purchase assets and raising supporting funds
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、 The basic information of terminating the issuance of shares, paying cash to purchase assets and raising supporting funds
Suzhou Jinfu Technology Co.Ltd(300128) (hereinafter referred to as "the company") intends to purchase 70% of the equity of Suzhou Industrial Park Jiutai Precision Electronics Co., Ltd. (hereinafter referred to as "Jiutai precision") jointly held by Ningxin and Yongxin Jiachen Business Information Consulting Center (limited partnership) (hereinafter referred to as "Yongxin Jiachen") (hereinafter collectively referred to as "the counterparty") by issuing shares and paying cash, Among them, 42% equity of Jiutai precision held by Ning Xin was transferred by issuing shares, 28% equity of Jiutai precision held by Yongxin Jiachen was transferred by paying cash, and shares were issued to no more than 35 specific investors to raise matching funds (hereinafter referred to as "this reorganization" and "this transaction").
Since the company planned and announced the reorganization for the first time, the company has actively organized all parties involved in the transaction to promote the reorganization in strict accordance with the requirements of relevant laws, regulations and normative documents. When the update of relevant financial data of the restructuring report (Draft) and application materials is about to be completed, the company received a notice from the counterparty that it unilaterally terminated the relevant agreement of the restructuring. Since then, the company has actively communicated with the counterparty, but no substantive progress has been made.
In view of the above reasons, the reorganization can not continue to move forward. On August 27, 2021, the company held the 13th (Interim) meeting of the Fifth Board of directors and the 12th (Interim) meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on terminating the issuance of shares, paying cash to purchase assets, raising supporting funds and related party transactions and withdrawing the application documents, Agree to terminate the issuance of shares, pay cash to purchase assets, raise supporting funds and related party transactions, and apply to Shenzhen stock exchange for withdrawal of relevant application documents. For details, see the announcement on terminating the issuance of shares, paying cash to purchase assets, raising matching funds and related party transactions and withdrawing the application documents disclosed by the company on August 30, 2021 (Announcement No.: 2021-055). 2、 The progress of terminating the issuance of shares, paying cash to purchase assets and raising supporting funds
Since then, the company and the counterparty failed to reach an agreement on the cancellation of the agreement related to the restructuring project, and the company filed a lawsuit with Suzhou intermediate people's Court (hereinafter referred to as "Suzhou intermediate court") on September 16, 2021, requesting that the defendants [Yongxin Jiachen and Ningxin] be ordered to double return the deposit of RMB 80 million to the company; Order the defendant to compensate the company for the loss of RMB 13414962.38; Order the defendant to jointly bear all litigation costs and preservation costs of the case.
Suzhou intermediate people's court accepted the case on September 23, 2021 and made a civil ruling on the property preservation of the case on October 11, 2021, ruling to seal up, detain and freeze the property of Ning Xin and Yongxin Jiachen with a value of 93414962.38 yuan.
In order to further safeguard the interests of the company and all shareholders, after full consultation with the counterparty, the company reached a settlement with the counterparty on December 29, 2021. Suzhou intermediate people's court made a civil mediation statement on this case on January 28, 2022, confirming the specific contents of the settlement as follows: (1) Yongxin Jiachen Business Information Consulting Center (limited partnership) Ning Xin returned 40 million yuan of the deposit paid by the company and paid 40 million yuan of transaction compensation to the company, totaling 80 million yuan; (2) Yongxin Jiachen Business Information Consulting Center (limited partnership) and Ning Xin shall return the deposit of 40 million yuan within five working days from the date when the company applies to Suzhou intermediate people's court for the removal of preservation measures for some properties; (3) Suzhou Jinfu Technology Co.Ltd(300128) apply to Suzhou intermediate people's court for lifting all the remaining property preservation measures against Yongxin Jiachen Business Information Consulting Center (limited partnership) and Ningxin within five working days from the date of receiving the civil mediation statement; (4) Yongxin Jiachen Business Information Consulting Center (limited partnership) and Ningxin will pay Suzhou Jinfu Technology Co.Ltd(300128) 40 million yuan of transaction compensation before October 1, 2022; (5) If Yongxin Jiachen Business Information Consulting Center (limited partnership) and Ningxin delay in performing any of the above payment obligations, the overdue interest loss shall be calculated and paid according to the loan market quotation rate (LPR) published by the national interbank lending center in the same period from the overdue date to the actual payment date based on the outstanding amount. The company has the right to apply for enforcement of all remaining unpaid amounts.
As of the disclosure date of this announcement, the company has received the first payment of RMB 40 million from the counterparty. 3、 Documents for future reference
1. Civil mediation statement.
It is hereby announced.
Board of directors February 8, 2002
