Securities code: Beijing Transtrue Technology Inc(002771) securities abbreviation: Beijing Transtrue Technology Inc(002771) announcement Code: 2022006 Beijing Transtrue Technology Inc(002771)
Announcement on the receipt of civil mediation by the controlling shareholder of the company
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. Special tips:
1. There is uncertainty about the smooth implementation of the civil mediation statement. Please pay attention to the follow-up announcement and pay attention to the investment risk;
2. If the civil mediation statement is implemented smoothly, the controlling shareholder and actual controller of the company may change.
Beijing Transtrue Technology Inc(002771) (hereinafter referred to as “the company”) received the notice from Suzhou Longyue Holding Co., Ltd. (hereinafter referred to as “Suzhou Longyue”), the controlling shareholder of the company, and Suzhou Longyue received the civil mediation statement of Jiangsu Higher People’s Court (2021 suminzhong No. 2206) (hereinafter referred to as “civil mediation statement”) today. The main contents are hereby announced as follows:
1、 Main contents of civil mediation statement:
The appellant Suzhou Longyue Holding Co., Ltd. (hereinafter referred to as Suzhou Longyue company) appealed to this court against the civil judgment (2020) Su 05 min Chu No. 1009 of Suzhou intermediate people’s Court of Jiangsu Province due to the dispute over equity transfer with the appellees Wang Guohong, Hu Xiaozhou, Ma ya, Chen Ruiliang and Wu Lan. During the trial, the court presided over the mediation, and the two parties voluntarily reached the following agreement on February 15, 2022:
1、 Suzhou Longyue company transferred 24.72 million shares of Beijing Transtrue Technology Inc(002771) company held by Wang Guohong, Hu Xiaozhou, Maya, Chen Ruiliang and Wu Lan at a price of 161189 yuan / share, with a total price of 3984592 million yuan. Suzhou Longyue company has paid 318459200 yuan, and the remaining 80 million yuan should be paid before December 31, 2022. [Note: this transaction refers to the share transfer agreement between Suzhou Longyue Holding Co., Ltd. and Wang Guohong and Hu Xiaozhou on Beijing Transtrue Technology Inc(002771) signed by Suzhou Longyue company and five shareholders on August 30, 2019]
2、 Maya purchased 13.8 million shares of Beijing Transtrue Technology Inc(002771) company held by Suzhou Longyue company for 15.31 yuan / share, with a total price of 211278 million yuan. Pay off in four installments: 20 million yuan (paid off) on January 17, 2022, and 30 million yuan within one working day from the effective date of the mediation agreement; Before December 31, 2022, and 13.8 million shares of Beijing Transtrue Technology Inc(002771) company are transferred to Maya, 80 million yuan will be paid; Before December 31, 2023, and 13.8 million shares of Beijing Transtrue Technology Inc(002771) company were transferred to Maya, 81.278 million yuan was paid.
3、 Within three working days from the effective date of the mediation agreement, Suzhou Longyue company registered the transfer of 13.8 million shares of Beijing Transtrue Technology Inc(002771) company to Maya; Maya shall provide pledge guarantee for the above payment with all its shares (22985064 shares) within three working days after completing the registration.
4、 From the date when Suzhou Longyue company transferred 13.8 million shares of Beijing Transtrue Technology Inc(002771) company to Maya’s name, Hu Xiaozhou and Wu Lan provided joint and several liability guarantee for Maya’s above debts.
5、 Within one working day from the effective date of the mediation agreement, Wang Guohong, Hu Xiaozhou, Ma ya, Chen Ruiliang and Wu Lan applied to the Suzhou intermediate people’s court for lifting the judicial freeze on the 19 million shares of Beijing Transtrue Technology Inc(002771) company held by Suzhou Longyue company, and Suzhou Longyue company transferred its 3.8 million shares of Beijing Transtrue Technology Inc(002771) company from the credit account to the ordinary account.
6、 The letter of commitment issued by Wang Guohong, Hu Xiaozhou, Ma ya, Chen Ruiliang and Wu Lan to Suzhou Longyue company on August 24, 2019 and the voting power entrustment agreement signed by Wang Guohong and Suzhou Longyue company on August 30, 2019 were dissolved from the date when Ma Ya obtained 13.8 million shares of Beijing Transtrue Technology Inc(002771) company.
7、 If the 13.8 million shares of Beijing Transtrue Technology Inc(002771) company are not transferred to Maya within two years from the date of issuance of this mediation statement due to Wang Guohong, Hu Xiaozhou, Maya, Chen Ruiliang and Wu Lan, and both parties fail to promote the transfer of 13.8 million shares to Maya within one month thereafter, Wang Guohong, Hu Xiaozhou, Maya, Chen Ruiliang Wu Lan has the right to claim Suzhou Longyue company to pay relevant amounts according to the contents of the first instance judgment.
8、 There is no dispute between the two parties in this case.
9、 The first instance case acceptance fee is 729176 yuan, the property preservation fee is 5000 yuan, which shall be borne by Wang Guohong, Hu Xiaozhou, Maya, Chen Ruiliang and Wu Lan, and the second instance case acceptance fee is 729176 yuan, which shall be borne by Suzhou Longyue company.
10、 This mediation agreement shall come into force as of the date of signing by both parties. This agreement is made in OCTUPLICATE, with Suzhou Longyue company holding one copy and Wang Guohong, Hu Xiaozhou, Ma ya, Chen Ruiliang and Wu Lan holding five copies, which have the same legal effect. Submit a copy to the higher people’s Court of Jiangsu Province to apply for civil mediation.
The above agreement does not violate the provisions of the law and is confirmed by the court. If the parties refuse to sign this mediation agreement, the validity of the above mediation agreement shall not be affected. If one party fails to perform the above mediation agreement, the other party may apply to the people’s court for compulsory execution with this mediation statement.
2、 Relevant instructions and risk tips
The controlling shareholders and five shareholders of the company, Wang Guohong, Hu Xiaozhou, Chen Ruiliang, Ma Ya and Wu Lan, will actively make a settlement with reference to the civil mediation statement of Jiangsu Higher People’s Court (No. 2021 suminzhong 2206). At the same time, the company will pay close attention to the progress of relevant matters and, in accordance with the administrative measures for information disclosure of listed companies Fulfill the obligation of information disclosure in a timely manner in accordance with the requirements of laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange. There is uncertainty in the implementation of relevant matters. Please pay attention to the follow-up announcement and pay attention to the investment risk. 3、 Documents for future reference
1. Civil mediation statement of Jiangsu Higher People’s Court (2021 suminzhong No. 2206)
It is hereby announced.
Beijing Transtrue Technology Inc(002771) board of directors March 2, 2022
