Aorui Co., Ltd {184}
Short form equity change report
(Revised Version)
Name of listed company: Aorui North Electro-Optic Co.Ltd(600184) Co., Ltd. stock abbreviation: St Rui Stock Code: 600666 listing place: Shanghai stock exchange information disclosure obligor: Harbin University of Technology Industrial Development Corporation address and mailing address: No. 38, Jiaohua street, Nangang District, Harbin nature of share change: free transfer (decrease) date: February 2002
Statement of information disclosure obligor
1、 This report is made by the information disclosure obligor in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “measures for the administration of acquisition”) Preparation of the standard for the summary and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity (hereinafter referred to as “Standard No. 15”) and other relevant laws, regulations and normative documents.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law, the measures for the administration of acquisitions and Standard No. 15, this report has fully disclosed the changes in the shares in which the information disclosure obligor has interests in aoruide North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “company”).
4、 As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in the company by any other means.
5、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and is legally responsible for the authenticity, accuracy and completeness.
catalogue
Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose of equity change and shareholding plan Section IV change of rights and interests of information disclosure obligors seven
Section V Trading of shares of Listed Companies in the first six months ten
Section VI other major matters Section VII documents for future reference Section VIII declaration of information disclosure obligor thirteen
Section I interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows in this report:
Listed company refers to aoruide North Electro-Optic Co.Ltd(600184) Co., Ltd
The information disclosure obligor and the industrial of Harbin University of technology refer to the Industrial Development Corporation of Harbin University of technology
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
CSRC / CSRC means China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
This report refers to the short form equity change report of aoruide North Electro-Optic Co.Ltd(600184) Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Company name: Harbin Institute of Technology Industrial Development Corporation
Registered at No. 38, Jiaohua street, Nangang District, Harbin
Legal representative: Fan Jing
Registered capital: RMB 2010 million
Unified social credit code 912301991281776654
Company type: ownership by the whole people
Engage in the development, production, sales and technical consultation of high and new technologies and products, transfer of technology and business scope, technology development and technical services; Sales of machinery, electronics, chemicals, materials and other supporting products related to the main business.
Business term: from March 21, 1993 to no fixed term
Competent department (Investor): Harbin venture capital Huijin Investment Co., Ltd
Mailing address: Science and Technology Park, National University of Harbin Institute of technology, No. 434, Ziyou street, Nangang District, Harbin
Tel: 0451-84858002
Fax 0451-84858002
2、 Information about the principal of the information disclosure obligor
Name, gender, nationality, long-term residence, employment status of the company, whether the right to stay at home in other countries has been obtained
Fan Jing, female, legal representative of Harbin, China no
3、 Information disclosure obligors hold and control more than 5% of the issued shares of other listed companies. As of the date of signing this report, information disclosure obligors do not hold or control more than 5% of the issued shares of other listed companies.
Section III purpose of equity change and shareholding plan
1、 Purpose of this equity change of information disclosure obligor
This transfer is carried out according to the approval document of Harbin SASAC. It is the transfer of equity held between Harbin Venture Capital Group Co., Ltd. and its subsidiaries in the form of free transfer.
2、 Shareholding plan of information disclosure obligor in the next 12 months
As of the signing date of this report, except for this transaction, the information disclosure obligor has no plan to increase or reduce its shares in the listed company in the next 12 months.
In case of any increase or disposal, the information disclosure obligor will perform the information disclosure obligation in a timely manner in strict accordance with the provisions of relevant laws and regulations.
Section IV changes in rights and interests of information disclosure obligors
1、 Current equity change method
Information disclosure obligation artificial large industry transfers its 79910800 shares of listed companies (accounting for 6.51% of the total share capital of the company) to Harbin Venture Capital Group Co., Ltd. through free transfer.
2、 Basic information of this equity change
Shares held before equity change shares held after equity change
Name of shareholder
Proportion of quantity (shares) to total share capital (%)
Industrial University 79910800 6.51 0
Total 79910800 6.51 0
3、 Restrictions on the rights of the obligor of the information discloser to own equity shares in the listed company
The shares involved in this equity change are the circulating shares of listed companies, and there are no rights restrictions such as pledge and freezing.
4、 Main contents of the equity transfer agreement
(I) trading parties
Party A (transferor): Industrial Development Corporation of Harbin University of Technology
Party B (transferee): Harbin Venture Capital Group Co., Ltd
(II) subject matter of transfer
The subject matter of this transfer is 79910800 shares of the target company (accounting for 6.51% of the total shares of the target company) held by Party A and all shareholders’ equity derived therefrom. The transfer base date is January 11, 2022.
(III) share transfer method and value determination
This transfer is carried out according to the approval document of Harbin SASAC. It is the transfer of equity held by Harbin Venture Capital Group Co., Ltd. and its subsidiaries in the form of free transfer.
(IV) share transfer
After the transfer of ownership of the subject shares, Party B shall become the sole owner of the subject shares and have the complete right to dispose of and benefit from the subject shares, and Party A or any other third party shall not have any right to dispose of, benefit from or otherwise benefit from the subject shares.
(V) Party A’s commitment
5.1 party a legally holds 6.51% of the equity of the target company, and there is no pledge, mortgage, judicial freeze or any other right claimed by a third party.
5.2 Party A and its competent department have agreed to transfer out all equity under this agreement through decision;
5.3 from the effective date of this agreement, Party A shall completely withdraw from the business activities of the target company and no longer participate in the distribution of property and profits of the target company.
(VI) Party B’s commitment
In order to achieve the purpose of this agreement, Party B hereby makes the following commitments to Party A:
6.1 Party B agrees to accept the equity shares transferred by Party A under this Agreement;
6.2 Party B promises to keep confidential any relevant trade secrets and financial information provided by Party A about Party A or the target company;
6.3 Party B promises that after the completion of this equity transfer, it will continue to bear the original creditor’s rights, debts and external guarantees of the target company within the scope of accepting the transferred equity shares.
(VII) interest arrangement
7.1 the creditor’s rights and debts of the target company before the completion of this transfer shall continue to be enjoyed and borne by Party B within the scope of the Transferred Equity.
7.2 after this Agreement comes into effect, Party A shall not bear any responsibility or obligation for the operation and management, creditor’s rights and debts of the target company.
7.3 in this equity transfer, the taxes to be paid shall be borne by Party A and Party B respectively in accordance with the provisions of laws and regulations.
7.4 after this Agreement comes into force, matters related to handling the company’s industrial and commercial change registration procedures and company handover shall be completed through mutual cooperation and negotiation.
(VIII) liability for breach of contract
8.1 all disputes arising from or in connection with the performance of this Agreement shall first be settled through friendly negotiation. If the negotiation fails, it shall be submitted to the court where Party A is located for litigation.
8.2 after the signing of this agreement, if either party violates, fails to perform or fails to fully perform any obligation under this agreement, guarantees, promises, liabilities and causes losses to the other party, it shall bear the liability for breach of contract and all compensation liabilities.
(IX) effectiveness of the agreement
This Agreement shall come into force from the date when the legal representatives or authorized representatives of both parties sign and affix their official seals. This share transfer shall take effect after being approved by the relevant state-owned assets supervision and administration authority.
(x) termination of the agreement
This Agreement may be terminated for the following reasons:
If the equity transfer cannot be implemented due to the failure to meet the conditions agreed in this agreement, this agreement will be automatically terminated;
It is deemed necessary to terminate this agreement.
5、 Whether the information disclosure obligor attaches special conditions to this share transfer, whether there is a supplementary agreement, and whether both parties have other arrangements for the exercise of share voting rights.
As of the signing date of this report, no special conditions have been attached to this share transfer, no supplementary agreement has been signed by both parties, and there are no other arrangements for the exercise of share voting rights between both parties.
6、 This equity change will not lead to the change of the control right of the listed company, and neither the controlling shareholder nor the actual controller of the company has changed; The transferor and its related parties do not have outstanding liabilities to the listed company, the guarantee provided by the listed company for its liabilities, or other circumstances damaging the interests of the listed company.
Section V Trading of shares of Listed Companies in the first six months
Except for the stock reduction disclosed in this report, the information disclosure obligor did not buy or sell the shares of the listed company through the securities trading system of the stock exchange within 6 months before the signing date of this report.
Section VI other major matters
As of the signing date of this report, except for the matters disclosed in this report, the information disclosure obligor has no other information that must be disclosed in order to avoid misunderstanding of the content of this report, nor other material information that should be disclosed but not disclosed in accordance with applicable laws.
Section VII documents for future reference
1、 Documents for future reference 1. Copy of business license of enterprise legal person of information disclosure obligor; 2. Copies of the identity cards of the directors and their main principals of the information disclosure obligor; 3. Short form equity change report signed by the information disclosure obligor. 2、 Place for future reference this report and the above documents for future reference shall be placed at the domicile of the listed company for investors’ inquiry.
Section VIII declaration of information disclosure obligor
I (and the organization I represent) promise that there are no false records, misleading statements or major omissions in this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Information disclosure obligor: Harbin Institute of Technology Industrial Development Corporation
Legal representative: Fan Jing
Date: February 10, 2022
Short form equity change report
Basic information listed company name: listed company office of aoruide North Electro-Optic Co.Ltd(600184) Co., Ltd
