Securities code: 603398 securities abbreviation: mubang high tech listing place: Shanghai Stock Exchange Jiangxi mubang High Tech Co., Ltd
Major asset purchase plan
Address of counterparty
Zhang Zhong’an He Fang Xi Lu, Qingyunpu District, Nanchang City, Jiangxi Province
Yu Jumei He Fang Xi Lu, Qingyunpu District, Nanchang City, Jiangxi Province
February, 2002
Company statement
1. The company and all members of the board of directors, the board of supervisors and senior managers guarantee that the contents of this plan are true, accurate and complete, that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
The person in charge of the company, the person in charge of accounting and the person in charge of accounting organization shall ensure that the financial and accounting data in this plan are true and complete.
2. As of the signing date of this plan, the audit and evaluation of the target company of this transaction have not been completed. All directors of the board of directors of the company guarantee the authenticity and rationality of the relevant data quoted in this plan and its summary. The audited financial data and evaluation results of the subject company will be disclosed in the report on major asset purchase of Jiangxi mubang High Tech Co., Ltd. (Draft).
3. The matters described in this plan do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this major asset restructuring.
4. If investors have any questions about this plan, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
Zhang Zhongan and Yu Jumei, the counterparties of this major asset restructuring, have issued a letter of commitment to provide the listed company with relevant information about this restructuring in a timely manner, and ensure that the information provided is true, accurate and complete. If the information provided has false records, misleading statements or major omissions, causing losses to the listed company or investors, Will bear individual and joint legal liabilities according to law.
catalogue
The company declares that 2. The counterparty declares that 3 catalog 4 interpretation 7. Tips on major issues 9 I. overview of this transaction plan 9 II. Evaluation and pricing of the underlying assets 11 III. performance commitment and compensation arrangement 11 IV. this transaction does not constitute a connected transaction 13 V. This transaction constitutes a major asset restructuring Vi. this transaction does not constitute reorganization and listing 14 VII. Impact of this transaction on listed companies VIII. Decision making and approval of this transaction 15 IX. important commitments made by relevant parties of this transaction 16 X. the controlling shareholders and their persons acting in concert of the listed company’s principled opinions on the reorganization, and the share reduction plan of the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers from the date of announcement of the reorganization plan to the completion of implementation 19 Xi. Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction 21 major risk tips 24 I. risks related to this transaction 24 II. Risks related to the underlying assets 26 III. other risks Chapter I overview of this transaction 30 I. background and purpose of this transaction II. The decision-making and approval procedures that have been performed and have not been performed in this transaction 33 III. this transaction plan 33 IV. this transaction constitutes a major asset restructuring 38 V. This transaction does not constitute a connected transaction 38 VI. this transaction does not constitute reorganization and listing thirty-eight
Chapter II basic information of listed companies 40 I. Basic information of the company 40 II. Establishment of the company and changes in share capital 40 III. Changes in controlling shares in the last three years 49 IV. major asset restructuring in the last three years V. main business of listed companies Vi. main financial indicators for the last two years 51 VII. Overview of the controlling shareholders and actual controllers of the company 52 VIII. Legal compliance in the last three years Chapter III basic information of counterparties 54 I. Basic information of the counterparty 54 II. Description of other matters Chapter IV basic information of the subject matter of the transaction 57 I. Basic information of haoan energy 57 II. Main financial data of the subject company in the last two years 57 III. main business development of the subject company 58 Chapter V evaluation of subject assets Chapter VI main contents of this transaction agreement 61 I. main contents of the equity acquisition framework agreement 61 II. Main contents of performance commitment compensation agreement Chapter VII impact of this transaction on listed companies 74 I. The impact of this transaction on the main business of the listed company 74 II. The impact of this transaction on the financial status and profitability of the listed company 74 III. The impact of this transaction on the equity structure of listed companies 74 Chapter VIII risk factors 76 II. Risks related to the underlying assets 78 III. other risks 80 Chapter IX other important matters 82 I. principled opinions of controlling shareholders and persons acting in concert on this reorganization 82 II. Share reduction plan of controlling shareholders and their persons acting in concert, directors, supervisors and senior managers from the date of announcement of the reorganization plan to the completion of implementation eighty-two
3、 The purchase and sale of assets by listed companies within 12 months before this transaction 83 IV. stock price fluctuation of listed companies before the disclosure of this transaction V. explanation that the relevant entities of this transaction are not allowed to participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset restructuring of listed companies 85 VI. arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction 85 Chapter X opinions of independent directors on this transaction 88 Chapter XI statements and commitments 89 I. all directors declare that 89 II. All supervisors declare that 90 III. all senior managers declare that ninety-one
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings:
General words
The company, the company, the listed company and Mu refer to Jiangxi mubang High Tech Co., Ltd
Banbao Co.Ltd(603398) refers to Guangdong Banbao Co.Ltd(603398) Toy Co., Ltd., the predecessor of Jiangxi mubang High Tech Co., Ltd
Bangling industry refers to Guangdong Bangling Plastic Mould Industry Co., Ltd., which is the predecessor of Banbao Co.Ltd(603398)
Shantou Bangling refers to Shantou Bangling Plastic Mould Industry Co., Ltd., which is the predecessor of Bangling industry
Bangling trading refers to Shantou Bangling Trading Co., Ltd., which is the controlling shareholder of Jiangxi mubang High Tech Co., Ltd
Bangling international refers to Bangling International Co., Ltd., which is the shareholder of Jiangxi mubang High Tech Co., Ltd
Yuanqi Murong refers to Nanchang Yuanqi Murong Technology Center (limited partnership)
Hao’an energy, the target company and the evaluated unit counterparties / performance commitment obligors of Inner Mongolia hao’an Energy Technology Co., Ltd. refer to Zhang Zhongan and Yu Jumei
Parties to the transaction refer to the listed company, Zhang Zhongan and Yu Jumei
The subject matter and underlying assets of the transaction refer to 100% equity of haoan energy
This transaction, this asset restructuring, this refers to the transaction and reorganization of mubang high tech to pay cash to the shareholders of haoan energy to acquire 100% equity of haoan energy
Audit base date refers to the audit base date selected for the implementation of the underlying assets of this transaction, i.e. December 31, 2021
The appraisal base date refers to the appraisal base date selected for the subject assets of this transaction, i.e. December 31, 2021
All the assets of the target on the delivery date are registered on the date when the industrial and commercial change registration procedures under the name of mubang high tech are completed
This plan refers to the plan for major asset purchase of Jiangxi mubang High Tech Co., Ltd
The equity acquisition framework agreement refers to the equity acquisition framework agreement signed by Jiangxi mubang High Tech Co., Ltd., Inner Mongolia haoan Energy Technology Co., Ltd. and all its shareholders
Performance commitment compensation agreement refers to the performance commitment compensation agreement signed by Jiangxi mubang High Tech Co., Ltd., Zhang Zhongan and Yu Jumei
Performance compensation period and performance commitment period refer to 2022, 2023 and 2024
Transition period refers to the period from the appraisal base date (excluding the appraisal base date) to the delivery date of the underlying asset (including the delivery date)
CSRC and CSRC refer to China Securities Regulatory Commission
Shanghai Stock Exchange and stock exchange refer to Shanghai Stock Exchange
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies (Order No. 127 of China Securities Regulatory Commission)
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
Standard No. 26 refers to the content and format of information disclosure by companies that publicly issue securities Standard No. 26 – major asset restructuring of listed companies (revised in 2022)
The reorganization Provisions refer to the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
The last two years and reporting period refer to 2020 and 2021
The end of each period in the reporting period refers to December 31, 2020 and December 31, 2021
Note 1: unless otherwise specified, the financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
Note 2: in this plan, the difference in the mantissa of the sum of partial total and each detailed number is caused by rounding.
Tips on major issues
As of the date of issuance of this plan, the audit and evaluation related to this transaction have not been completed, and the audited financial data and valuation of the target company will be disclosed in the restructuring report. Investors are reminded that before making investment decisions, they must carefully read all the contents of this plan and pay special attention to the following important matters.
1、 Overview of the transaction scheme
The transaction plan of this major asset restructuring is that the listed company plans to purchase 100% equity of hao’an energy jointly held by Zhang Zhongan and Yu Jumei by paying cash.
Before this transaction, Zhang Zhongan held 90% equity of haoan energy; Yu Jumei holds haoan energy 1
