Securities code: 600661 securities abbreviation: Shanghai Xinnanyang Only Education & Technology Co.Ltd(600661) No.: pro 2022-012 Shanghai Xinnanyang Only Education & Technology Co.Ltd(600661)
Progress announcement on the transfer of some Shanghai Jiaoda Onlly Co.Ltd(600530) shares by agreement
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.
1、 Transaction overview
On September 29, 2021 and October 15, 2021, after the deliberation and approval of the 31st meeting of the 10th board of directors of Shanghai Xinnanyang Only Education & Technology Co.Ltd(600661) (hereinafter referred to as “the company”) and the first extraordinary general meeting of shareholders in 2021, the company agreed to pay RMB 3.8/share to Lishui nongbang Biotechnology Co., Ltd. or its designated subject Shanghai Xincheng Xinchuang Health Technology Development Co., Ltd. or its designated entity agreed to transfer 39072641 shares and 40476450 Shanghai Jiaoda Onlly Co.Ltd(600530) (hereinafter referred to as ” Shanghai Jiaoda Onlly Co.Ltd(600530) “) shares. For details, see the announcement on the proposed sale of some Shanghai Jiaoda Onlly Co.Ltd(600530) shares disclosed by the company (Announcement No.: pro 2021-061) Announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 (Announcement No.: p.2021-070). On October 26, 2021, the company and the designated entity of Lishui nongbang Biotechnology Co., Ltd. – Lishui nongbang consulting partnership (limited partnership) (hereinafter referred to as “Lishui nongbang”) The designated subject of Shanghai Xincheng Xinchuang Health Technology Development Co., Ltd. – Lishui Xincheng Xinchuang technology development partnership (limited partnership) (hereinafter referred to as “Lishui Xincheng”) signed the share transfer agreement. For details, see the progress announcement on the agreement transfer of partial Shanghai Jiaoda Onlly Co.Ltd(600530) shares disclosed by the company (Announcement No.: pro 2021-072).
2、 Transaction progress
As of the disclosure date of this announcement, the bank account jointly managed by the company and Lishui nongbang has received the total share transfer price of 148476035.80 yuan paid by Lishui nongbang, and the company has submitted the share registration and transfer procedures in accordance with relevant agreements.
As of the disclosure date of this announcement, the bank account jointly managed by the company and Lishui Xincheng has received the share transfer payment of 30 million yuan from Lishui Xincheng. Through consultation between the company and Lishui Xincheng, on February 9, 2022, both parties signed the supplementary agreement on share transfer of Shanghai Jiaoda Onlly Co.Ltd(600530) (hereinafter referred to as the “supplementary agreement”), which changed the time limit for Lishui Xincheng to pay the remaining share transfer price and other related matters.
3、 Main contents of the supplementary agreement
Party A: Shanghai Xinnanyang Only Education & Technology Co.Ltd(600661)
Party B: Lishui Xincheng Xinchuang technology development partnership (limited partnership)
1. Party A and Party B agree to change the payment date in Article 2.4 (2) of the share transfer agreement between Shanghai Xinnanyang Only Education & Technology Co.Ltd(600661) and Lishui Xincheng Xinchuang technology development partnership (limited partnership) on Shanghai Jiaoda Onlly Co.Ltd(600530) (hereinafter referred to as the “share transfer agreement”), The details are as follows: 2.4 (2) Party B shall pay all the remaining share transfer price to these co managed accounts before January 30, 2022.
Change to: 2.4 (2) Party B shall pay all the remaining share transfer price to these co managed accounts before February 28, 2022.
2. Party A and Party B agree to change the transfer date in Article 3.2 (1) of the share transfer agreement due to the change of payment time, as follows:
Original 3.2 (1) both parties confirm that on the premise of receiving all the total price of the remaining share transfer in the co managed account set forth in Article 2.4 (2) of this agreement, Party A shall submit the share registration and transfer procedures for the transfer of Shanghai Jiaoda Onlly Co.Ltd(600530) shares to China Securities Depository and clearing Co., Ltd. no later than January 30, 2022.
Change to: 3.2 (1) both parties confirm that Party A shall submit the share registration and transfer procedures for the transfer of Shanghai Jiaoda Onlly Co.Ltd(600530) shares to China Securities Depository and Clearing Co., Ltd. no later than March 31, 2022, on the premise that the co managed account specified in Article 2.4 (2) of this Agreement receives all the total transfer price of the remaining shares.
3. Other agreements not modified by the supplementary agreement shall still be implemented in accordance with the share transfer agreement.
4、 Documents for future reference
1. Supplementary agreement on share transfer of Shanghai Jiaoda Onlly Co.Ltd(600530) between Shanghai Xinnanyang Only Education & Technology Co.Ltd(600661) and Lishui Xincheng Xinchuang technology development partnership (limited partnership).
Subsequently, the company will timely perform the obligation of information disclosure in accordance with the requirements of relevant laws and regulations and the progress of this transaction. Please pay attention to investment risks.
The above matters are hereby announced.
Shanghai Xinnanyang Only Education & Technology Co.Ltd(600661) board of directors February 10, 2022
