Beijing Tongtech Co.Ltd(300379)
Securities code: Beijing Tongtech Co.Ltd(300379) securities abbreviation: Beijing Tongtech Co.Ltd(300379) Announcement No.: 2022008
Beijing Tongtech Co.Ltd(300379)
Announcement on the termination agreement and related party transactions of the share subscription agreement and supplementary agreement with effective conditions signed with the actual controller
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beijing Tongtech Co.Ltd(300379) (hereinafter referred to as “the company” or ” Beijing Tongtech Co.Ltd(300379) “) in view of the changes in the capital market environment and the actual situation of the company, in order to safeguard the interests of the majority of investors, the company comprehensively considers many factors such as development planning and changes in the capital market environment, and after full communication and careful demonstration with relevant parties, Decide to terminate the previous issue of shares to specific objects, and apply to Shenzhen stock exchange for withdrawal of relevant application materials. 1、 Overview of related party transactions
(I) on March 1, 2022, the company held the 23rd Meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the issue of shares issued to specific objects before the termination of the company and the related party transactions involved in the withdrawal of application documents, It is agreed that the company and Mr. Huang Yongjun sign the termination agreement on Beijing Tongtech Co.Ltd(300379) share subscription agreement and supplementary agreement with effective conditions (hereinafter referred to as the “termination agreement”).
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant laws, regulations and normative documents, Mr. Huang Yongjun is the actual controller of the company, and the above relationship constitutes a related party relationship. Therefore, this event constitutes a related party transaction. Huang Yongjun, a related director, avoided voting, and the relevant proposal was passed by the vote of non related directors.
(II) the independent directors of the company reviewed the above matters involving related party transactions and expressed their opinions. (III) this transaction must be approved by the general meeting of shareholders of the company. This connected transaction does not constitute a listing
Beijing Tongtech Co.Ltd(300379)
Major asset reorganization as stipulated in the measures for the administration of major asset reorganization of the company. 2、 Basic information of related parties
Mr. Huang Yongjun (ID number: 230822197405), gender male, Chinese nationality, no permanent residence right abroad, address is 2179 Pudong South Road, Pudong New Area, Shanghai China.
Mr. Huang Yongjun is currently the chairman and general manager of the company. He is the actual controller of the company and the related natural person of the company. As of the issuance date of this announcement, Mr. Huang Yongjun holds 36190823 shares of the company, with a shareholding ratio of 7.89%. 3、 Main contents of termination agreement
(I) signing body of the agreement
Party A: Beijing Tongtech Co.Ltd(300379)
Party B: Huang Yongjun
(II) main terms
1. The subscription agreement shall be terminated from the effective date of this agreement. Except that the confidentiality provisions shall continue to be performed, other provisions shall not be implemented and shall no longer be legally binding on Party A and Party B, and Party A and Party B shall not bear any liability for breach of contract due to such termination.
2. Party A and Party B agree and confirm that this termination agreement is the true expression of intention of both parties, and there is no dispute or potential dispute between both parties on the conclusion, performance and termination of the subscription agreement.
3. Both parties agree and confirm that after this termination agreement takes effect, either party will no longer enjoy rights or perform obligations under the subscription agreement, and shall not put forward any request or claim to the other party for any reason.
4. This Agreement shall be established on the date of proper signing by both parties and shall come into force on the date of deliberation and approval by the general meeting of shareholders of Party A. 4、 Impact of signing termination agreement on the company
Due to the changes in the capital market environment and taking into account the company’s own actual situation, development planning and other factors, after full communication and careful demonstration with relevant parties, the company decided to adjust the scheme of issuing A-Shares to specific objects, and signed the termination agreement on Beijing Tongtech Co.Ltd(300379) share subscription agreement and supplementary agreement with effective conditions with Mr. Huang Yongjun, The agreement is the true expression of intention of both parties. The contents and signing procedures of the agreement comply with the provisions of laws and regulations and the articles of association, and there is no special damage to the company and shareholders
Beijing Tongtech Co.Ltd(300379)
It is the situation of the interests of minority shareholders.
It will not affect the relevant work of the company in resubmitting the application documents for issuing shares to specific objects to Shenzhen Stock Exchange after formulating the new plan, and will not have a significant adverse impact on the normal production and operation activities of the company. Subsequently, the company will normally carry out the relevant work of resubmitting the application documents for issuing shares to specific objects. 5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
The related party transactions between the company and Huang Jun, which were not announced at the beginning of the year, and the related party transactions between the company and Huang Jun. 6、 Prior approval and independent opinions of independent directors
The company signed the termination agreement on Beijing Tongtech Co.Ltd(300379) conditional share subscription agreement and supplementary agreement with Mr. Huang Yongjun on March 1, 2022. Since Mr. Huang Yongjun is the controlling shareholder and actual controller of the company, the above matters constitute related party transactions, which comply with relevant national laws and regulations and the articles of Association, There is no situation that damages the interests of the company, shareholders, especially minority shareholders. Therefore, we unanimously agree on this matter. 7、 Documents for future reference
1. Resolution of the 23rd Meeting of the 4th board of directors of the company
2. Independent opinions of independent directors on issues related to the issuance of shares to specific objects at the 23rd Meeting of the Fourth Board of directors of the company
3. Prior approval opinions of independent directors on matters related to the issuance of shares to specific objects at the 23rd Meeting of the Fourth Board of directors of the company
4. Resolution of the 20th meeting of the 4th board of supervisors of the company
5. Other documents required by Shenzhen Stock Exchange
It is hereby announced.
Beijing Tongtech Co.Ltd(300379) board of directors March 1, 2022
