Securities code: 603022 securities abbreviation: Shanghai Xintonglian Packaging Co.Ltd(603022) Announcement No.: pro 2022-005 Shanghai Xintonglian Packaging Co.Ltd(603022)
Announcement on the planned termination of asset purchase
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.
On February 23, 2022, Shanghai Xintonglian Packaging Co.Ltd(603022) (hereinafter referred to as “listed company” or “company”) held the 28th meeting of the third board of directors, Through deliberation and approval of the agreement on the cooperation between the wholly-owned subsidiary Shanghai Yantong Data Technology Co., Ltd. (formerly Zhejiang Tonglian Daowei Data Technology Co., Ltd., hereinafter referred to as “Shanghai Yantong”) and Huzhou Yanqing enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Huzhou Yanqing”) Meng Xiankun and Qiu Fangyuan signed the proposal on the supplementary agreement (V) to the equity acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. and the proposal on terminating the asset purchase, and agreed that the wholly-owned subsidiary would sign relevant agreements with the counterparty to terminate the asset purchase.
The above proposal needs to be deliberated and approved by the general meeting of shareholders of the company.
1、 Basic information of asset purchase
In order to further expand and strengthen the listed company, enhance the company’s comprehensive competitiveness and cultivate new profit growth points, the company plans to purchase 70% equity of Zhejiang Huakun Yanqing Data Technology Co., Ltd. (hereinafter referred to as “Huakun Yanqing” or “target company”) held by Huzhou Yanqing in cash (hereinafter referred to as “this transaction”), Huakun Yanqing holds 51% equity of Zhejiang Huakun Daowei Data Technology Co., Ltd. (hereinafter referred to as “Huakun Daowei”).
On September 23, 2021, Huakun Yanqing obtained the business license (Unified Social Credit Code: 91330110ma2hxkhd5b) and other materials issued by the market supervision and Administration Bureau of Yuhang District, Hangzhou City, Zhejiang Province. The equity change of Huakun Yanqing has completed the industrial and commercial change registration procedures, and Shanghai Yantong, a wholly-owned subsidiary of the listed company, holds 70% of the equity of Huakun Yanqing. On September 24, 2021, the company disclosed the announcement on the completion of the transfer of the subject assets of major asset purchase.
2、 Work done by the company during the promotion of the transaction
During the promotion of asset purchase, the company and relevant parties actively promote various work related to asset purchase in strict accordance with the provisions of relevant laws, regulations and normative documents:
1. On September 24, 2020, the 15th meeting of the third board of directors of the company deliberated and approved the report (Draft) and summary of the company’s major asset purchase and related party transactions and the proposal related to this transaction. On the same day, the wholly-owned subsidiary of the company signed the equity acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. with Huzhou Yanqing, Meng Xiankun and Qiu Fangyuan, The company disclosed the draft restructuring report and other announcements related to the asset purchase on September 24, 2020.
2. On October 16, 2020, the company received the inquiry letter on information disclosure of the draft of Shanghai Xintonglian Packaging Co.Ltd(603022) major asset purchase and related party transactions (szgh [2020] No. 2589) (hereinafter referred to as the “inquiry letter”) issued by Shanghai Stock Exchange, and disclosed the reply to the inquiry letter on December 1, 2020, At the same time, the revised version of the report on major asset purchase and related party transactions (Draft) was announced. On December 16, 2020, the company held the first extraordinary general meeting of shareholders in 2020 and deliberated and approved the plan of this transaction.
3. On December 31, 2020, through deliberation and approval at the 17th meeting of the third board of directors of the company, tongliandaowei, a wholly-owned subsidiary of the company, signed the supplementary agreement on the equity acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. with Huzhou Yanqing, Meng Xiankun and Qiu Fangyuan, It is agreed to amend the payment time of the initial cash consideration agreed in article 4.3 of the original equity acquisition agreement to: all the agreed preconditions are met and no later than March 31, 2021; At the same time, article 6.3 of the original equity acquisition agreement is revised to read: “each party shall start to handle the industrial and commercial registration change procedures for the transfer of the subject assets to Party A’s name from the date when all the preconditions agreed in Article 5 of this Agreement are met, and complete them before March 31, 2021. In case of special circumstances, it can be extended appropriately with the written consent of all parties.”
4. On April 1, 2021, after the deliberation and approval of the 19th meeting of the third board of directors, tongliandaowei, a wholly-owned subsidiary of the company, signed the supplementary agreement (II) on the equity acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. with Huzhou Yanqing, Meng Xiankun and Qiu Fangyuan, Agree to revise the payment time of the initial cash consideration agreed in article 4.3 of the original agreement to: within ten (10) working days from the date when all the preconditions are met and the target company completes the formalities of industrial and commercial registration change; The payment time of the second phase of cash consideration is revised as: within forty (40) working days after the first phase of the acquisition has been paid, the audit institution designated by Tonglian Daowei has issued a special simulation audit report on the achievement of the target company’s performance commitment in 2020, and the target company has completed the formalities of industrial and commercial registration change. At the same time, article 6.3 of the original equity acquisition agreement is amended to read: “Each party shall go through the formalities for the change of industrial and commercial registration of the transfer of the subject assets to the name of Party A from the date when all the preconditions agreed in Article 5 of this Agreement are met, and complete them before June 30, 2021. If the settlement procedures of this major asset reorganization are not completed before June 30, 2021, it can be postponed appropriately through consultation between both parties, otherwise both parties have the right to unilaterally terminate this reorganization The acquisition matters shall not bear the responsibilities agreed in the original equity acquisition agreement
Liability for breach of contract. ” The supplementary agreement to the equity acquisition agreement signed by all parties on December 31, 2020 shall be terminated at the same time.
5. On June 30, 2021, after the deliberation and approval of the 22nd Meeting of the third board of directors, tongliandaowei, a wholly-owned subsidiary of the company, signed the supplementary agreement (III) on the equity acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. with Huzhou Yanqing, Meng Xiankun and Qiu Fangyuan, Agree to amend the time of the first payment of cash consideration agreed in article 4.3 of the original agreement to: within ten (10) working days from the date when all the agreed preconditions are met and the target company completes the formalities of industrial and commercial registration change; The payment time of the second phase of cash consideration is revised as: within forty (40) working days after the first phase of the acquisition has been paid, the audit institution designated by Tonglian Daowei has issued a special simulation audit report on the achievement of the target company’s performance commitment in 2020, and the target company has completed the formalities of industrial and commercial registration change. At the same time, article 6.3 of the original equity acquisition agreement is amended to read: “each party shall start to handle the industrial and commercial registration change procedures for the transfer of the subject assets to Party A’s name from the date when all the preconditions agreed in Article 5 of this Agreement are met, and complete them before August 31, 2021.
If the delivery procedures of this major asset reorganization are not completed before August 31, 2021, both parties have the right to unilaterally terminate this acquisition and neither party will bear the liability for breach of contract agreed in the original equity acquisition agreement. ” The supplementary agreement to the equity acquisition agreement (II) signed by all parties on April 1, 2021 shall be terminated at the same time.
6. On August 31, 2021, after the deliberation and approval of the 24th Meeting of the third board of directors, tongliandaowei, a wholly-owned subsidiary of the company, signed the supplementary agreement (IV) on the equity acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. with Huzhou Yanqing, Meng Xiankun and Qiu Fangyuan, The parties agree that 50% of the down payment shall be paid within ten (10) working days from the date when all the preconditions are met and the subject company completes the formalities for industrial and commercial registration change, and the balance of the down payment shall be settled within thirty (30) working days; The industrial and commercial change registration procedures for the transfer of the subject assets to tongliandaowei will be completed before September 25, 2021; The supplementary agreement to the equity acquisition agreement (III) signed by all parties on June 30, 2021 shall be terminated at the same time.
7. On September 13, 2021, Tonglian Daowei, a wholly-owned subsidiary of the company, completed the industrial and commercial change procedures of name and registered address, and obtained the business license renewed by Shanghai Putuo District market supervision and Administration Bureau. Tonglian Daowei was officially renamed as Shanghai Yantong Data Technology Co., Ltd. and its registered address is room 1401-y, 14 / F, No. 11, Lane 1888, Caoyang Road, Putuo District, Shanghai.
8. On September 23, 2021, Huakun Yanqing obtained the business license (Unified Social Credit Code: 91330110ma2hxkhd5b) and other materials issued by the market supervision and Administration Bureau of Yuhang District, Hangzhou City, Zhejiang Province. The industrial and commercial change registration procedures for the equity change of Huakun Yanqing under this transaction have been completed, and Shanghai Yantong holds 70% of the equity of Huakun Yanqing. On September 24, 2021, the company disclosed the announcement on the completion of the transfer of the subject assets of major asset purchase.
9. On September 28, 2021, Shanghai Yantong paid 50% of the down payment and 50% of the second payment respectively according to the equity acquisition agreement, with a total amount of 375 million yuan (this payment comes from the loan of Cao Wenjie, the actual controller). The balance of the down payment is required to be paid before November 8, 2021, and the second payment is required to be paid before November 22, 2021, During this period, the company has been communicating and negotiating with a number of banking institutions on M & A loans. Finally, it was unable to reach an agreement on loan conditions and failed to pass the approval, resulting in Shanghai Yantong’s failure to raise relevant funds in time. In view of the fact that the listed company has not exercised the shareholder rights of Huakun Yanqing and Huakun Daowei, has not reorganized the board of directors of Huakun Daowei, has not exerted influence on the operation of Huakun Yanqing and Huakun Daowei, and the payment amount has not reached 50% of the whole transaction consideration, the company has not included Huakun Yanqing into the scope of the consolidated statements of the listed company.
10. On February 23, 2022, the company held the 28th meeting of the third board of directors and the 18th meeting of the third board of supervisors, The proposal on signing the supplementary agreement on the equity acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. (V) between the wholly-owned subsidiary Shanghai Yantong Data Technology Co., Ltd. and Huzhou Yanqing enterprise management consulting partnership (limited partnership), Meng Xiankun and Qiu Fangyuan and the proposal on terminating the asset purchase were reviewed and approved. The board of directors of the company agreed to submit the termination of asset purchase and the signing of the supplementary agreement on the equity acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. (V) to the general meeting of shareholders of the company for deliberation. The independent directors expressed their prior approval opinions and independent opinions on the company’s termination of this transaction.
During the period from the transaction planning to the termination of the announcement, the company strictly abides by the relevant provisions of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, performs relevant decision-making procedures, timely discloses relevant information, and reminds the majority of investors of the uncertainty risk of asset purchase.
3、 Reasons for terminating asset purchase
Since the promotion of asset purchase, the company has actively organized relevant parties to promote asset purchase in strict accordance with the requirements of relevant laws and regulations. In this transaction, Shanghai Yantong, a wholly-owned subsidiary of the company, failed to obtain the approval of M & A loans from financial institutions, resulting in Shanghai Yantong’s failure to raise the remaining cash consideration for asset purchase.
In view of this, in order to effectively safeguard the interests of listed companies and investors, based on the principle of friendly negotiation, Shanghai Yantong signed the supplementary agreement (V) on the share acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. with Huzhou Yanqing, Meng Xiankun and Qiu Fangyuan through friendly negotiation. The agreement stipulates: 1. Due to this transaction, Shanghai Yantong failed to obtain the approval of M & A loans from relevant financial institutions, resulting in Shanghai Yantong being unable to pay part of the cash consideration of this transaction to Huzhou Yanqing. After friendly negotiation, all parties agree to terminate this transaction, and all parties to the transaction shall not be liable for breach of contract. 2. Within 10 days after the signing of this agreement, Shanghai Yantong shall return the equity of the transferred subject company to Huzhou Yanqing (subject to the completion of industrial and commercial transfer registration of the equity of the subject company). Within 10 days after the transfer of the subject equity, Huzhou Yanqing shall return all the transaction consideration paid by Shanghai Yantong.
4、 Decision making procedures for terminating the performance of asset purchase transactions
(I) deliberations of the board of directors
On February 23, 2022, the company held the 28th meeting of the third board of directors, Deliberated and passed the proposal on signing the supplementary agreement on the equity acquisition agreement of Zhejiang Huakun Yanqing Data Technology Co., Ltd. (V) between the wholly-owned subsidiary Shanghai Yantong Data Technology Co., Ltd. and Huzhou Yanqing enterprise management consulting partnership (limited partnership), Meng Xiankun and Qiu Fangyuan, and the proposal on terminating the asset purchase, It is agreed that the wholly-owned subsidiary of the company will sign a supplementary agreement to terminate this asset purchase.
The above matters need to be deliberated and approved by the general meeting of shareholders of the company.
(II) prior approval opinions of independent directors
The independent directors of the company recognized the termination of this asset purchase in advance and believed that the termination of this asset purchase and the signing of relevant agreements by the company comply with the provisions of relevant laws and regulations such as the company law, the securities law and relevant normative documents of the China Securities Commission, and are based on prudent judgment and full communication and negotiation, There is no situation that damages the interests of the company and all shareholders and will not have an adverse impact on the current and future financial situation of the company. Therefore, the independent directors agreed to the company’s termination of asset purchase and other related matters, and agreed to submit relevant proposals to the 28th meeting of the third board of directors for deliberation.
(III) opinions of independent directors
The independent directors believe that: (1) the relevant proposals considered at the 28th meeting of the third board of directors of the company have been approved by the independent directors in advance before being submitted to the current meeting of the board of directors, and the relevant proposals have been considered and adopted at the 28th meeting of the third board of directors of the company. The convening and convening procedures, voting procedures and methods of the meeting of the board of directors comply with the State Council
