Securities code: Saurer Intelligent Technology Co.Ltd(600545) securities abbreviation: Saurer Intelligent Technology Co.Ltd(600545) Announcement No.: pro 2022005
Saurer Intelligent Technology Co.Ltd(600545)
Announcement on the transaction progress of the sale of embroidery business by subsidiaries
The company and all members of the board of directors 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. Important content note: transaction overview: on March 1, 2022, Saurer Intelligent Technology Ag (hereinafter referred to as "Zhuolang Swiss intelligent technology"), a subsidiary of Saurer Intelligent Technology Co.Ltd(600545) (hereinafter referred to as "the company"), and Swiss Embassy solutions AG, a wholly-owned subsidiary of Lasser Holding AG (hereinafter referred to as "Swiss lixiu"), signed a contract related to the sale of assets, Sell all assets of embroidery business (hereinafter referred to as "subject assets") to Swiss embroidery solutions Ag at the price of 9.98 million Swiss francs (about 683221 million yuan, and the exchange rate is Swiss Franc / RMB = 6.8459/1). This transaction does not constitute a connected transaction. This transaction does not constitute a major asset restructuring. There are no major legal obstacles to this transaction.
The transaction and related asset appraisal report were deliberated and adopted at the third extraordinary general meeting of shareholders in 2021 held on December 20, 2021, the second meeting of the 10th board of directors and the second meeting of the 10th board of supervisors held on December 3, 2021. On February 28, 2022, the company held the fourth meeting of the 10th board of directors, deliberated and adopted the proposal on relevant provisions of subsidiaries selling embroidery business assets.
1、 Basic information of the transaction
The company held the second meeting of the 10th board of directors and the second meeting of the 10th board of supervisors on December 3, 2021, deliberated and approved the proposal on the assets of embroidery business to be sold by subsidiaries and the proposal on the evaluation report of assets to be sold by subsidiaries. On December 20, 2021, the company held the third extraordinary general meeting of shareholders in 2021, The proposal on the proposed sale of embroidery business assets by subsidiaries was deliberated and adopted. For details, see the announcement on the proposed sale of embroidery business by subsidiaries (2021052) disclosed by the company on December 4, 2021. The fourth meeting of the 10th board of directors was held on February 28, 2022, and the proposal on the relevant provisions of the sale of embroidery business assets by subsidiaries was considered and adopted. On March 1, 2022, Zhuolang Swiss intelligent technology, a subsidiary of the company, signed a relevant contract with Swiss Embassy solutions AG, a wholly-owned subsidiary of Swiss lixiu, selling all assets of the embroidery business to Swiss Embassy solutions Ag at the price of 9.98 million Swiss francs (about 683221 million yuan, the exchange rate is Swiss Franc / RMB = 6.8459/1). 2、 Main contents of transaction contract
(I) contract subject
Asset seller: Saurer Intelligent Technology Ag
Asset purchaser: Swiss Embassy solutions AG
(II) transaction price
On the basis of the appraised value of the subject asset, after fair negotiation and negotiation based on the market-oriented transaction principle, the transaction price of the subject asset is finally determined to be CHF 9980000 (excluding tax). Among them, 50% of the holiday expenses and overtime expenses of relevant employees borne by the asset purchaser, a total of CHF 109794, will be deducted from the transaction price; 50% of the estimated transportation cost of relevant assets from China to Switzerland, about CHF 200000, will be deducted from the transaction price.
(III) payment method
cash payment
(IV) payment term
After the signing of this contract, the asset buyer will pay CHF 3670206 to the asset seller through bank transfer. After that, the asset purchaser will pay the purchase price of CHF Shanghai Pudong Development Bank Co.Ltd(600000) 0 in two installments. 50% of the price will be paid within 30 days after the confirmation of the transportation of the relevant assets, and the remaining 50% of the price will be paid within 45 days after the delivery of the assets. In the case of partial delivery, it shall be paid within 30 days according to the value of the partially delivered assets.
(V) delivery schedule
Before May 31, 2022, all fixed assets and inventories of embroidery business in Germany and China will be transferred to Zhuolang Swiss intelligent technology first, and then to the asset purchaser.
From the effective date of the contract, the asset purchaser will take over the transferred intellectual property rights in accordance with the provisions of the contract.
(VI) effective conditions
This contract shall come into force immediately after signing.
(VII) liability for breach of contract
1. If the asset seller violates the relevant provisions in the contract, the asset seller has the right and obligation to restore the conditions agreed in the contract within 30 days after receiving the written complaint from the asset buyer, so as to avoid losses to the asset buyer. In case of breach of contract, the asset purchaser may require the defaulting party to reduce the purchase price, including bearing the liability for breach of contract and compensating for losses.
2. The party selling the assets promises not to engage in any activity directly or indirectly competing with the party purchasing the assets within the business scope without the consent of the party purchasing the assets within five years from the date of transaction, and not to establish a company to participate in such business, and not to provide services for companies active in this business field. In addition, the asset seller promises not to directly or indirectly poach employees within three years.
If the party selling the assets violates the non competition clause and non solicitation clause stipulated in this contract, the party purchasing the assets has the right to claim any claim. In case of any violation of the non competition clause, the party selling the assets is obliged to pay a contract penalty of CHF 1000000 and a contract liquidated damages of CHF 100000 to the party purchasing the assets. After paying the liquidated damages, the party selling the assets still needs to abide by the non competition clause and the non solicitation clause. If it violates again, the party purchasing the assets may demand the termination of the contract and compensate for the losses.
3. The responsibility and authority of the seller of assets for violating the agreement in the contract are as follows:
(a) When the amount of individual compensation exceeds CHF 20000 and the total amount of relevant claims or individual claims exceeds CHF 200000, the asset purchaser can make a claim. If the sum of the relevant claims or individual claims exceeds chf200000, the party selling the assets will be liable for the claimed amount in accordance with the liability framework defined in 3 (b).
(b) To the extent permitted by law, the liability of the party selling the assets is limited to 15% of the purchase price. This limitation of liability does not apply to cases of intent or gross negligence. 3、 Other arrangements
1. Employees related to embroidery business will be transferred to the asset purchaser.
2. This transaction does not involve land leasing and transfer of creditor's rights and debts. After the transaction is completed, there will be no related party transaction.
3. The supplier's on hand orders will be transferred to the asset purchaser. Zhuolang (Jiangsu) Textile Machinery Co., Ltd. will continue to be responsible for the production and transportation of some on hand orders, and the income generated belongs to Zhuolang (Jiangsu) Textile Machinery Co., Ltd.
4. The funds obtained from this exchange are intended to be used for the daily operation and development of the company.
The company will timely announce the progress of the above transactions in accordance with the stock listing rules of Shanghai Stock Exchange and other relevant provisions. Please pay attention to the investment risks.
It is hereby announced
Saurer Intelligent Technology Co.Ltd(600545) board of directors March 3, 2022
