Securities code: 002092 securities abbreviation: Xinjiang Zhongtai Chenical Co.Ltd(002092) Announcement No.: 2021-162 Xinjiang Zhongtai Chenical Co.Ltd(002092)
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.
1、 Transaction overview
Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as ” Xinjiang Zhongtai Chenical Co.Ltd(002092) ” and “the company”) convened the 30th session of the seventh board of directors on November 29, 2021, deliberated and passed the proposal on the company’s public listing transfer of 35.07% equity of Xinjiang Tiantai Fiber Co., Ltd., and agreed that the company would transfer Xinjiang Tiantai Fiber Co., Ltd. (hereinafter referred to as “the company”) held by the company through public listing through the property exchange “Tiantai fiber”) has 35.07% equity, and the listing reserve price is RMB 304797100. For details, see China Securities News, securities times, Shanghai Securities News and cninfo.com on November 30, 2021 http://www.cn.info.com..cn. Announcement on public listing and transfer of equity of Xinjiang Tiantai Fiber Co., Ltd. (Announcement No. 2021-149) disclosed on the.
2、 Transaction progress
The equity transfer was publicly listed in the government service and public resources trading center of Bayingolin Mongolian Autonomous Prefecture on November 30, 2021. At the expiration of the listing period, Shandong Yinying Chemical Fiber Co., Ltd. (hereinafter referred to as “Yinying chemical fiber”) is the transferee of this property right transaction, with a transaction price of RMB 304797100. The company signed the equity transaction contract with Yinying chemical fiber, and the industrial and commercial change procedures of this equity transfer have been completed.
After verification, Yinying chemical fiber has no relationship with the actual controller, shareholders holding more than 5%, directors, supervisors and senior managers of the company. This transaction does not constitute a connected transaction or a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Basic information of counterparty
1. Basic information
Company name: Shandong Yinying Chemical Fiber Co., Ltd
Date of establishment: June 30, 1994
Registered capital: 200 million yuan
Legal representative: Li Yong
Registered address: No. 1169, Xingyuan street, Chaoyang Street, Gaomi City, Weifang City, Shandong Province
Main business: production and sales of natural fiber, man-made fiber, chemical fiber, textile, plastic woven products, etc. After verification on the website of the Supreme People’s court, Shandong Yinying Chemical Fiber Co., Ltd. is not a dishonest person. 2. Ownership structure
Shareholder’s contribution (10000 yuan) shareholding ratio (%)
Li Yong 17775.268488 eighty-seven thousand six hundred and thirty-four
Gaomi Rongen Investment Co., Ltd. 496.65342 forty-eight thousand three hundred and twenty-seven
Gaomi Rongze Investment Co., Ltd. 458.51532 twenty-nine thousand two hundred and fifty-eight
Other natural persons 1269.56296 thirty-four thousand seven hundred and eighty-one
Total 20000100
3. Key financial data
As of December 31, 2020, the total assets were 800990100 yuan, the total liabilities were 342287100 yuan, the net assets were 4587119100 yuan, the operating income was 3746841100 yuan, and the net profit was 246256600 yuan (the above data have been audited).
4、 Main contents of transaction contract
Transferor (hereinafter referred to as Party A): Xinjiang Zhongtai Chenical Co.Ltd(002092)
Transferee (hereinafter referred to as Party B): Shandong Yinying Chemical Fiber Co., Ltd
Article 1 subject matter and price of equity transfer
Party A will transfer 35.07% of the equity of Xinjiang Tiantai Fiber Co., Ltd. to Party B with compensation. The total transfer price is RMB (in words) three hundred and four million seven hundred and ninety-seven thousand and one hundred only (in figures ￥ 304797100).
Article 2 method of equity transfer
After the assets of the above transfer objects are evaluated and confirmed, the transfer information will be released through Bazhou government service and public resources trading center to solicit the transferee, and the transaction method will be determined according to the investment promotion situation: only one intended purchaser will be solicited to adopt the agreement transaction method; Solicit two or more prospective purchasers to determine the transferee and transfer price by auction, sign equity transaction contracts and implement equity transactions.
Article 3 equity transfer involves the resettlement of enterprise employees
This equity transfer does not involve the resettlement of enterprise employees.
Article 4 the transfer of equity involves the inheritance and repayment of creditor’s rights and debts
With the consent of Party A and Party B, the following methods shall be adopted:
1. The creditor’s rights and debts of the company before the transfer of the subject matter shall be inherited by the new shareholder after the transfer, and the new shareholder shall bear limited liability for the creditor’s rights and debts of the company according to its capital contribution.
Article 5 asset disposal is involved in equity transfer
This equity transfer does not involve asset disposal.
Article 6 payment method, term, conditions and place of the total price of equity transfer:
1. Party A and Party B agree to settle the transfer price by stages, and Party B shall pay 30% of the total equity transfer price in the first phase, Total RMB (in words) ninety one million four hundred and fifty thousand only (in figures ￥ 91450000) shall be remitted to the special settlement account of Bazhou government service and public resources trading center within five days after the signing of this contract. The deposit ￥ 91450000 paid by Party B shall be automatically converted into the transfer price and settled together. Party B shall pay the rest before March 31, 2022 and provide legal guarantee, and the rest shall be paid to Party A at the bank loan interest rate of the same period Interest during deferred payment.
Article 7 equity settlement
1. After signing this contract, Party A shall, in accordance with the “delivery list”, deliver the goods from December 28, 2021 to
The delivery of equity transfer will be completed during December 31, 2021.
2. As agreed by Party A and Party B, the transaction base date is September 30, 2021. From the base date of the transaction to the completion date of the equity transfer, the profits or losses and risks arising therefrom shall be undertaken by Party B.
Article 8 alteration of warrants
The change of warrants involved in this equity transfer shall be completed by Party B before December 31, 2021 with the cooperation of Party A.
Article 9 the taxes and fees for equity transfer shall be jointly agreed by Party A and Party B:
1. The relevant taxes involved in the equity transfer shall be borne by Party B in accordance with relevant national laws and regulations. 2. The relevant expenses involved in the equity transfer shall be paid by Party B.
Article 10 liability for breach of contract
1. If any party breaches the contract, it must bear the liability for breach of contract. If the contract cannot be performed due to Party A’s breach of contract, it shall be returned to Party B in double of the guaranteed amount; If Party B fails to perform this contract due to its breach of contract, it has no right to request the return of the deposit. If Party A and Party B terminate the contract by consensus, Party A shall return the deposit to Party B.
2. If Party A fails to complete the delivery of the equity transfer on schedule, or Party B fails to pay the total price of the equity transfer on schedule, it shall pay 0.05% of the total price to the other party as liquidated damages for each overdue day.
Article 11 dispute resolution
Any dispute between Party A and Party B during the performance of this contract can be settled through negotiation; If the negotiation fails, it may apply to Party C for mediation, or adopt the following methods according to law:
Bring a lawsuit to the people’s court with jurisdiction where Party A is located.
Article 12 modification and termination of the contract
In case of the following circumstances, Party A and Party B may change or terminate the contract:
1. Due to the change of circumstances, it is agreed by both parties through consultation and does not damage the interests of the state and social public welfare. 2. All obligations under this contract cannot be performed due to force majeure.
3. One party fails to perform the contract for some reason within the time limit agreed in the contract, and the other party acknowledges it.
4. Due to the change or termination of the contract agreed in the contract.
Article 13 commitments of Party A and Party B
1. Party A promises to Party B that the Transferred Equity is true and complete without concealing the following facts:
(1) Seizure of assets by law enforcement agencies;
(2) Security of rights and interests and assets;
(3) Concealment of assets;
(4) The situation where the litigation is in progress;
(5) Other facts affecting the authenticity and integrity of property rights.
2. Party B promises to Party A that it has complete right capacity and behavioral capacity to transfer the equity without fraud.
3. Neither party shall disclose the contents of this contract without the prior written permission of the other party.
Article 14 others
1. In case of any matters not covered in the above terms, Party A and Party B may enter into a supplementary contract after negotiation. The supplementary contract has the same legal effect as this contract.
2. Where national laws and regulations have other provisions on the effectiveness of this contract, such provisions shall prevail.
3. “Instructions for use of the contract” and the necessary annexes to the contract have the same legal effect as the contract.
4. This contract shall come into force from the date of signature and seal.
5、 Transaction purpose and impact on the company
The transfer of 35.07% equity of Tiantai fiber is in line with the company’s strategic development and business needs, and is conducive to optimizing the company’s asset structure and industrial layout. This transaction will not have an adverse impact on the company’s normal production and operation, and will not damage the interests of the company and all shareholders.
6、 Documents for future reference
1. Equity transaction contract
It is hereby announced
Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors December 29, 2021
