Securities code: 688028 securities abbreviation: Beijing Worldia Diamond Tools Co.Ltd(688028) Announcement No.: 2021-051 Beijing Worldia Diamond Tools Co.Ltd(688028)
Announcement on the progress of major asset restructuring
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Special tips:
1、 Plan for Beijing Worldia Diamond Tools Co.Ltd(688028) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions disclosed by Beijing Worldia Diamond Tools Co.Ltd(688028) (hereinafter referred to as "the company") on October 28, 2021 The relevant risk factors involved in this transaction and the approval procedures to be performed are described in detail in the summary. Please read the relevant contents carefully and pay attention to the investment risks.
2. As of the disclosure date of this announcement, in addition to the risk factors disclosed in this transaction plan, the company has not found any relevant matters that may lead to the cancellation, suspension or substantive change of this transaction plan by the board of directors or the counterparty of this transaction, and this transaction is in progress in an orderly manner.
1、 Basic information of this major asset restructuring
The company is planning to purchase 100% equity of Shenzhen xinjinquan Precision Technology Co., Ltd. by issuing shares and paying cash, At the same time, the company plans to issue shares to no more than 35 specific objects to raise matching funds (hereinafter referred to as "this transaction"). This transaction is expected to constitute a major asset restructuring and a related party transaction, and this transaction will not lead to the change of the actual controller of the company.
On October 27, 2021, the seventh meeting of the third board of directors of the company deliberated and adopted the proposal on the company's issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions, etc
For details of the proposals related to the transaction, see the plan for Beijing Worldia Diamond Tools Co.Ltd(688028) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) and the designated information disclosure media on October 28, 2021.
2、 Progress of this major asset restructuring
Since the disclosure of the reorganization plan, the company and relevant parties have actively promoted various work of the reorganization. The company has hired Beijing Jincheng Tongda law firm as the special legal adviser for this transaction and Beijing zhongqihua Asset Appraisal Co., Ltd. as the appraisal institution for this transaction.
As of the disclosure date of this announcement, the audit and evaluation involved in this transaction have not been completed. After the completion of relevant audit and evaluation, the company will convene the board of directors again to review the matters related to this transaction, and the board of directors will convene the general meeting of shareholders to review the proposals related to this transaction, The company will perform relevant follow-up approval and information disclosure procedures in accordance with relevant laws and regulations.
3、 Risk tips
At present, both parties to the transaction have signed the framework agreement on issuing shares and paying cash to purchase assets. After the asset evaluation results of the target company are determined, all parties will finally negotiate and confirm the transaction price according to the evaluation results, and sign relevant agreements separately. This transaction still needs to be considered by the general meeting of shareholders of the company, and can be formally implemented only after being reviewed and registered by the competent regulatory authority. There is still great uncertainty.
In order to ensure the fairness of information disclosure and safeguard the interests of investors, the company will disclose the progress of this transaction in strict accordance with the provisions of relevant laws and regulations. The information disclosure media designated by the company are the website of Shanghai Stock Exchange (www.sse. Com.. CN), Shanghai Securities News, China Securities News, securities daily and securities times. All information of the company shall be subject to the announcement published in the above designated media. Please pay attention to the follow-up announcement and pay attention to the investment risk.
It is hereby announced.
Beijing Worldia Diamond Tools Co.Ltd(688028) board of directors December 27, 2021
