Securities code: 000151 securities abbreviation: China National Complete Plant Import And Export Co.Ltd(000151) Announcement No.: 2021-91
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.
China National Complete Plant Import And Export Co.Ltd(000151)
Announcement on completion of asset transfer for major asset restructuring
China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as “the company” or ” China National Complete Plant Import And Export Co.Ltd(000151) “) the plan of paying cash to purchase assets (hereinafter referred to as “this major asset restructuring” or “this transaction”) and related matters have been deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2021.
As of the date of this announcement, the transfer and transfer procedures of the subject assets purchased in this major asset restructuring have been completed. The relevant information is hereby announced as follows:
1、 Transfer of underlying assets
As of December 21, 2021, all delivery conditions of this transaction have been met, and Yucheng international has paid the consideration for the transfer of the subject shares in accordance with the share transfer agreement; The registration procedures for the subject shares under this transaction have been completed, and Yucheng international has been registered as the holder of 1500000 ordinary shares of the subject company. The entrustment of voting rights agreed under the entrusted management agreement has come into force on the date of completion of the transfer and settlement of the subject shares under the share transfer agreement.
2、 Verification opinions of the independent financial adviser on the implementation of this major asset restructuring
The independent financial adviser believes that as of the date of issuance of the verification opinion:
“1. This transaction has obtained the required decision-making and approval procedures, and its implementation complies with the provisions of laws, regulations and normative documents such as the company law, the securities law and the reorganization management measures;
2. The underlying assets involved in this transaction have completed the corresponding transfer registration procedures, the implementation of this transaction complies with the provisions of this transaction agreement and the reorganization management measures, and the relevant parties of this transaction still need to handle the follow-up matters described in this verification opinion;
3. The underlying assets of this transaction do not involve matters related to the handling of creditor’s rights and debts;
4. This transaction does not involve matters such as securities issuance and registration;
5. During the implementation of this transaction, there is no significant difference from the previously disclosed information;
6. During the implementation of this transaction, China National Complete Plant Import And Export Co.Ltd(000151) directors, supervisors and senior managers were not replaced due to this major asset restructuring;
7. During the implementation of this transaction, there is no case that the funds and assets of the listed company are occupied by the actual controller or other related persons for non-profit, or the listed company provides guarantees for the actual controller and its related persons;
8. The entry into force conditions of the relevant agreements of this transaction have been fully met, the parties to the transaction are performing the relevant agreements, there is no need for compensation as agreed in the above agreement, and there is no violation of the agreement; All parties concerned are fulfilling relevant commitments, and there is no violation of relevant commitments;
9. The relevant parties to this transaction still need to complete the relevant follow-up matters described in this verification opinion. Under the condition that the relevant parties to the transaction fully perform their respective obligations in accordance with the relevant agreements they have signed and the relevant commitments they have made, there are no major risks in the compliance of the relevant follow-up matters involved in the implementation of this transaction, and there are no substantive legal obstacles to the implementation of the follow-up matters. ”
3、 Legal opinions of the legal adviser on the implementation of this major asset restructuring
The legal counsel believes that as of the date of issuance of the legal opinion:
“This transaction has obtained the necessary approval and authorization, the delivery conditions agreed in relevant transaction documents have been met, and this transaction can be implemented according to law; China National Complete Plant Import And Export Co.Ltd(000151) has been in accordance with the share transfer agreement The transfer consideration of the subject shares has been paid as agreed, the registration formalities of the subject shares have been completed, and Yucheng international has been registered as the holder of 1500000 ordinary shares of the subject company. The implementation of this transaction complies with the requirements of relevant laws, regulations and normative documents such as the Securities Law, the company law, the reorganization management measures and so on; The relevant parties to this transaction still need to handle the follow-up matters described in part VIII of this legal opinion. Under the condition that the relevant parties to this transaction fulfill the follow-up obligations agreed in the transaction agreement and the relevant commitments made for this transaction, there is no substantive legal obstacle to the handling of these follow-up matters. ”
4、 Documents for future reference
1. Supporting documents for the transfer of relevant assets;
2. Verification opinions of China Galaxy Securities Co.Ltd(601881) independent financial consultant on the implementation of major asset purchase and related party transactions of China National Complete Plant Import And Export Co.Ltd(000151) Co., Ltd;
3. Legal opinion of Beijing Jindu law firm on the implementation of China National Complete Plant Import And Export Co.Ltd(000151) major asset purchase and related party transactions.
It is hereby announced.
China National Complete Plant Import And Export Co.Ltd(000151) board of directors December 24, 2001
