Beijing Tongtech Co.Ltd(300379)
Securities code: Beijing Tongtech Co.Ltd(300379) securities abbreviation: Beijing Tongtech Co.Ltd(300379) Announcement No.: 2022009
Beijing Tongtech Co.Ltd(300379)
Announcement on signing the termination agreement of the share subscription agreement with effective conditions, supplementary agreement and strategic cooperation agreement with China Mobile Capital Holdings Co., Ltd
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”) 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 decided to terminate the previous issuance of shares to specific objects after full communication and careful demonstration between the company and relevant parties, And apply to Shenzhen stock exchange for withdrawal of relevant application materials.
On March 18, 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 terminating the previous issue of shares to specific objects, withdrawing application documents and re reporting, the proposal on terminating the agreement on signing share subscription agreement between the company and specific objects Proposal on termination of strategic cooperation agreement signed between the company and specific objects, It is agreed that the company and China Mobile Capital Holdings Co., Ltd. (hereinafter referred to as “China mobile capital”) sign the termination agreement of the share subscription agreement and supplementary agreement with effective conditions and the termination agreement of the strategic cooperation agreement and strategic cooperation memorandum with effective conditions (hereinafter collectively referred to as “termination agreement”).
1、 Basic information of signing the termination agreement
On January 27, 2021, the company held the 13th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s plan for issuing shares to specific objects and listing on the gem (Revised Draft), which was deliberated and adopted by the company’s first extraordinary general meeting of shareholders in 2021 held on February 25, 2021, and on January 27, 2021 On August 11, 2021, the company signed the share subscription agreement with effective conditions, the strategic cooperation agreement with effective conditions and the share subscription agreement with effective conditions
Beijing Tongtech Co.Ltd(300379)
On August 11, 2021, the memorandum of strategic cooperation was signed with China mobile capital and China Mobile Communications Group Co., Ltd., the controlling shareholder of China mobile capital, to guide all parties to refine and implement the contents of the strategic cooperation agreement.
In view of the changes in the capital market environment, development planning and other factors, the company and China mobile capital have reached an agreement through consultation, and the company plans to sign the termination agreement of the share subscription agreement and supplementary agreement with effective conditions and the termination agreement of the strategic cooperation agreement and strategic cooperation memorandum with them respectively, The agreement shall be established on the date when the legal representatives or authorized representatives of both parties sign or seal and affix their official seals, and shall enter into force on the date of deliberation and approval by the general meeting of shareholders of the company.
2、 Main contents of the termination agreement to be signed
1. Signing body of the agreement
Party A: Beijing Tongtech Co.Ltd(300379)
Party B: China Mobile Capital Holdings Co., Ltd
2. Main terms
(1) Both parties agree and confirm that the subscription agreement and the strategic cooperation agreement shall be terminated as of the effective date of this agreement. Except that the confidentiality provisions, applicable laws and dispute resolution provisions shall continue to be valid for both parties, all other provisions shall be terminated, no longer implemented and no longer legally binding on both parties, And Party A and Party B shall not bear any liability for breach of contract due to such termination.
(2) Both parties agree and confirm that the strategic cooperation memorandum shall be terminated at the same time on the effective date of this agreement. (3) Both parties 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 signing, performance and termination of the subscription agreement, strategic cooperation agreement and strategic cooperation memorandum.
(4) Both parties agree and confirm that after this termination agreement takes effect, except for the continuous performance of confidentiality terms, either party will no longer enjoy rights or perform obligations in accordance with the subscription agreement, strategic cooperation agreement and strategic cooperation memorandum, and shall not put forward any requirements or claims to the other party and its affiliates for any reason.
(5) This Agreement shall be established on the date when the legal representatives or authorized representatives of both parties sign or seal and take effect on the date when it is deliberated and adopted by the general meeting of shareholders of Party A.
3、 Impact of the signing of the termination agreement on the company
This time, the company terminates the previous issue of shares to specific objects, applies to Shenzhen stock exchange for withdrawal of relevant application materials, and signs the share subscription agreement and supplementary agreement with effective conditions with China mobile capital respectively
Beijing Tongtech Co.Ltd(300379)
The matters related to the termination agreement and the termination agreement of the strategic cooperation agreement with entry into force conditions 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, will not have a significant adverse impact on the normal production and operation activities of the company, and will not damage the company and all shareholders The interests of minority shareholders in particular. Subsequently, the company will normally carry out the relevant work of resubmitting the application documents for issuing shares to specific objects.
4、 Review procedures and independent opinions of independent directors
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, and deliberated and adopted the proposal on terminating the previous issuance of shares to specific objects, withdrawing application documents and re reporting The proposal on the termination of the share subscription agreement between the company and specific objects and the proposal on the termination of the strategic cooperation agreement between the company and specific objects, It is agreed that the company and China mobile capital sign the termination agreement on Beijing Tongtech Co.Ltd(300379) share subscription agreement and supplementary agreement with effective conditions and the termination agreement on Beijing Tongtech Co.Ltd(300379) strategic cooperation agreement and strategic cooperation memorandum with effective conditions.
The independent directors of the company expressed their independent opinions on the above matters: the company signed the termination agreement on Beijing Tongtech Co.Ltd(300379) share subscription agreement and supplementary agreement with effective conditions and the termination agreement on Beijing Tongtech Co.Ltd(300379) strategic cooperation agreement and strategic cooperation memorandum with China mobile capital on March 1, 2022, The signing of 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 situation that damages the interests of the company, shareholders, especially small and medium-sized shareholders. We agree on the above matters.
5、 Documents for future reference
1. Resolutions of the 23rd Meeting of the 4th board of directors;
2. Resolution of the 20th meeting of the 4th board of supervisors.
It is hereby announced.
Beijing Tongtech Co.Ltd(300379) board of directors March 1, 2022
