Securities code: 300626 securities abbreviation: Huarui Electrical Appliance Co.Ltd(300626) Announcement No.: 2022-014 Huarui Electrical Appliance Co.Ltd(300626)
About the signing of relevant termination agreements and related party transactions between the company and specific objects
Announcement of
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Huarui Electrical Appliance Co.Ltd(300626) (hereinafter referred to as “the company”) held the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors on February 18, 2022, deliberated and adopted the proposal on signing relevant termination agreements and related party transactions between the company and specific objects, It is agreed that the company and the specific object Wuzhou Dongtai state owned Assets Management Co., Ltd. (hereinafter referred to as “Wuzhou Dongtai”) sign the termination agreement of share subscription agreement (hereinafter referred to as “termination agreement”). The relevant information is hereby announced as follows:
1、 Basic information on signing and terminating the share subscription agreement
The company signed the conditional effective share subscription agreement with the specific object Wuzhou Dongtai on January 26, 2021. Wuzhou Dongtai plans to contribute no more than RMB 100 million in cash to subscribe for the domestic listed RMB common shares (A shares) issued by the company this time, with a number of 14705000 shares. This matter has been deliberated and approved by the 14th meeting of the third board of directors, the 10th meeting of the third board of supervisors and the second extraordinary general meeting of 2021 held on February 22, 2021. For details, please refer to the relevant announcements issued by the company on the gem information disclosure website designated by the CSRC on January 27, 2021 and February 23, 2021. The validity period of this issuance resolution is 12 months after the deliberation and adoption of the general meeting of shareholders, which is about to expire. As of the disclosure date of this announcement, the company has not submitted application documents to Shenzhen Stock Exchange.
In view of the changes in the capital market environment and financing opportunities, combined with the company’s own actual situation, development planning, its own financing needs and many other factors, the company decided to terminate the issue of shares to specific objects after full communication and careful demonstration with relevant parties. Therefore, the company decided to sign the termination agreement of share subscription agreement with Wuzhou Dongtai, The share subscription agreement with conditional effect signed before termination. As of the disclosure date of this announcement, Wuzhou Dongtai holds 29.99% of the voting rights of the company and is the controlling shareholder of the company. According to the Listing Rules of GEM stocks of Shenzhen Stock Exchange, this event constitutes a connected transaction.
2、 Basic information of related parties
1. Name of related party: Wuzhou Dongtai state owned Assets Management Co., Ltd
2. Registered address: No. 23, Sanlong East 1st Road, Changzhou District, Wuzhou City
3. Registered capital: 506.406 million yuan
4. Legal representative: Qiu Gang
5. Date of establishment: March 13, 2002
6. Business scope: general items: asset management services invested by self owned funds; Engaging in investment activities with its own funds; Land improvement services; Housing lease; Real estate brokerage; Non residential real estate leasing; estate management; Wholesale of hardware products; Retail of hardware products; Hardware product manufacturing; Sales of pipeline transportation equipment; Environmental protection monitoring; Sales of building materials; Sales of light building materials; Manufacturing of light building materials; Building block manufacturing; Sales of building blocks; Sales of mechanical equipment; Manufacturing of cement products; Sales of cement products; Warehousing equipment leasing services; Gift flower sales; Sales of building decoration materials; Non ferrous alloy sales; Sales of high-performance non-ferrous metals and alloy materials; Forest management and management; Collection of forest products; Sales of forestry products; Tree planting and management; Forest cultivation; Artificial afforestation; Forest carbon sequestration services; Timber acquisition; Wood processing; Timber sales; Forestry pest control services; Forest fire prevention services; Natural ecosystem protection and management; General cargo warehousing services (excluding hazardous chemicals and other items that need to be approved) (in addition to the items that need to be approved according to law, carry out business activities independently according to law with the business license) licensed items: real estate development and operation; Production and supply of tap water; Construction project construction; Construction engineering design; Mining of mineral resources (non coal mines); Construction labor subcontracting; Forest seed production and management; Timber mining and transportation (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or permits of relevant departments)
3、 Main contents of termination agreement
The company signed the termination agreement with Wuzhou Dongtai, and the main terms are as follows:
1. Both parties confirm that Party A and Party B signed the share subscription agreement on January 26, 2021, which stipulates that Party A shall issue no more than 14.705 million shares to Party B in a non-public manner at an issue price of 6.80 yuan / share, and the total subscription price shall not exceed 100 million yuan.
2. After the signing of the share subscription agreement, Party A has solved the need for operating funds through bank financing and other means; As of the signing date of this agreement, the purpose of Party A to solve the capital needs through share issuance has been realized by other means; The validity period of this issuance is 12 months after the deliberation and approval of Party A’s general meeting of shareholders, and it will expire as of the signing date of this agreement.
3. Both parties confirm that as of the date of signing this agreement, the share subscription agreement signed by both parties has not been actually performed, Party B has not actually paid the capital increase, and Party A has not submitted the application document to Shenzhen Stock Exchange. 4. Both parties confirm that the above share subscription agreement signed by both parties and any oral or written amendment (if any) to the agreement shall be terminated from the effective date of this agreement.
5. After the termination of the share subscription agreement, all other outstanding provisions under the agreement shall be terminated in advance and will not continue to be performed except the confidentiality provisions, applicable laws and dispute resolution provisions.
6. Both parties confirm that the termination of the share subscription agreement is the result of voluntary negotiation between both parties. From the date of signing this agreement, neither party shall claim any rights, obligations or responsibilities from the other party in accordance with the share subscription agreement, and neither party shall bear any liability for breach of contract to the other party for early termination of the contract.
7. Both parties confirm that there is no dispute or potential dispute between both parties on the signing, performance, dissolution and termination of the share subscription agreement.
8. This Agreement shall apply to the laws of the Chinese mainland, such as the “PRC Civil Code”.
9. In case of any dispute between the two parties, it shall be settled through friendly negotiation. If the negotiation fails, either party has the right to apply to Shenzhen International Arbitration Court for arbitration.
4、 Impact of termination agreement on the company
At present, all businesses of the company operate normally. The signing of the termination agreement will not have a significant impact on the production and operation of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Relevant review procedures
1. The company held the third meeting of the Fourth Board of directors on February 18, 2022, deliberated and adopted the proposal on signing relevant termination agreements and related party transactions between the company and specific objects, and the independent directors issued their prior approval opinions and independent opinions.
2. The company held the third meeting of the Fourth Board of supervisors on February 18, 2022, and deliberated and adopted the proposal on signing relevant termination agreements and related party transactions between the company and specific objects.
6、 Documents for future reference
1. Resolutions of the third meeting of the Fourth Board of directors;
2. Resolutions of the third meeting of the Fourth Board of supervisors;
3. Prior approval opinions of independent directors on matters related to the third meeting of the Fourth Board of directors;
4. Independent opinions of independent directors on matters related to the third meeting of the Fourth Board of directors;
5. Termination agreement of share subscription agreement.
It is hereby announced!
Huarui Electrical Appliance Co.Ltd(300626) board of directors
February 19, 2022
