Securities code: 002629 securities abbreviation: Renzhi stock Announcement No.: 2021-079 Zhejiang Renzhi Co.Ltd(002629)
Announcement on the completion of the sale of major assets and the settlement of related party transactions
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.
Zhejiang Renzhi Co.Ltd(002629) (hereinafter referred to as “the company” or “Renzhi shares”) held the first extraordinary general meeting of shareholders in 2021 on November 1, 2021, and deliberated and adopted the
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And its abstract.
The transaction plan is as follows: Renzhi shares sell Sichuan Santai Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Santai rural commercial bank”) to Guangdong Haihua Investment Group Co., Ltd. (hereinafter referred to as “Haihua Group”) and Mr. Dong can respectively ）26324627 shares and 9967364 shares will be transferred by the counterparty in cash. Before this transaction, Renzhi holds 36291991 shares of Santai rural commercial bank (accounting for 6.76% of the total share capital of Santai Rural Commercial Bank); after this transaction, Renzhi shares will no longer hold the shares of Santai rural commercial bank. The transfer price of this transaction is based on the market value of the subject asset confirmed in the evaluation report issued by the evaluation institution with securities and futures qualification on the benchmark date of December 31, 2020, and the sale transaction price is determined by both parties through negotiation The price is 83.81 million yuan and 31.74 million yuan, totaling 115.55 million yuan.
According to the resolution and authorization of the general meeting of shareholders, the company has organized and implemented the relevant work of this major asset sale. Up to now, the delivery of the underlying assets of this major asset sale has been completed. The details are as follows: I. delivery of the underlying assets of this major asset sale
The listed company has received the initial payment of 42.7431 million yuan and 16.1874 million yuan of the total equity transfer price paid by Haihua Group and Dong can to the listed company respectively on December 22, 2021. The remaining balance of Haihua Group and Dong can corresponding to the balance of RMB 41.0669 million and RMB 15.5526 million respectively shall be paid within 5 days after the court seizure and other rights restrictions of the subject shares are lifted and the subject shares fully meet the transfer conditions.
On December 22, 2021, the company signed the settlement confirmation of this transaction with Haihua Group and Dong can
It is agreed that the delivery date of this transaction is December 22, 2021. Both parties agree and confirm that from 24:00 on December 22, 2021, all rights, obligations, responsibilities, risks and expenses corresponding to the subject shares and the capital reserve, surplus reserve and undistributed profits formed before the transaction will be transferred to the counterparty for enjoyment and commitment. The listed company will no longer enjoy any rights and interests related to the subject shares, and will no longer bear any obligations, responsibilities, risks and expenses related to the subject shares. 2、 Subsequent events of this major asset sale
As of the disclosure date of this announcement, the follow-up events related to this major asset sale mainly include:
1. All parties to the transaction continue to perform the agreement and various commitments of this major asset sale;
2. The company will perform the information disclosure obligations required by subsequent laws and regulations. 3、 Risk tips
After the shares of Santai rural commercial bank are sealed up by the court and other rights restrictions are lifted, and the shares of Santai rural commercial bank are fully qualified for transfer, Party B fails to pay 49% of the total price of share transfer to Party A on schedule, which may lead to the risk of termination of the transaction. In order to ensure the smooth implementation of this major asset sale, pingda new material, as the controlling shareholder of Renzhi shares, promises that during the performance of the share transfer agreement, if the shares of Santai rural commercial bank cannot be transferred and registered in the name of Haihua Group / Dong can before February 28, 2022, pingda new material unconditionally returns the paid share transfer money to Haihua Group / Dong can without interest.
In view of the situation that the court seal up and other rights restrictions of Santai rural commercial bank cannot be lifted, the company has promised to take necessary measures, such as repayment and replacement of collateral, to ensure that the delivery and transfer of equity will not be affected. However, if the company fails to lift the court seal up and other rights restrictions in the above ways, the industrial and commercial change registration of the underlying assets cannot be completed, The risk that the transaction cannot be completed. 4、 Other instructions
The company will continue to pay attention to the follow-up progress of this major asset sale and fulfill the obligation of information disclosure in a timely manner. China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com.. CN) are the information disclosure media selected by the company. All information of the company shall be subject to the information published on the above designated media and the website of Shenzhen Stock Exchange. V. documents for future reference
1. Payment certificate of equity transfer price;
2. Delivery confirmation signed by all parties to the transaction.
It is hereby announced.
Zhejiang Renzhi Co.Ltd(002629) board of directors December 23, 2021
