Suzhou Yangtze New Materials Co.Ltd(002652)
Suggestive announcement on asset replacement and 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.
Risk tips:
1. There are uncertainties in this transaction, which can only be implemented after performing the corresponding review procedures according to the specific content arrangement and relevant provisions.
2. According to the current preliminary judgment on this transaction, this transaction will constitute a related party transaction and will not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies for the time being.
3. At present, the transaction is still in the planning and promotion stage. There is uncertainty about the final transaction scheme and whether the transaction can be completed. The board of directors of the company reminds investors to pay attention to investment risks.
1、 Transaction overview
Recently, Suzhou Yangtze New Materials Co.Ltd(002652) (hereinafter referred to as “the company”, Suzhou Yangtze New Materials Co.Ltd(002652) ) signed the asset replacement agreement with Zhongmin home care industry Co., Ltd. (hereinafter referred to as “Zhongmin home”) and Hu Weilin, It is proposed to replace the creditor’s rights of Hu Weilin’s related parties held by Suzhou Yangtze New Materials Co.Ltd(002652) with 100% equity of Zhongmin Hupei (Wuhan) Consulting Management Co., Ltd. (hereinafter referred to as “Zhongmin Hupei”) held by Zhongmin home, so as to solve the problem of Hu Weilin’s occupation of the company’s funds.
Zhongmin home holds 99.86% equity of Nanning Yiran pension industry partnership (limited partnership), the controlling shareholder of Suzhou Yangtze New Materials Co.Ltd(002652) and this transaction will constitute a related party transaction. According to the current preliminary judgment on this transaction, it does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies for the time being.
2、 Basic information of counterparty
(I) basic information
1. Company Name: Zhongmin home care industry Co., Ltd
2. Unified social credit Code: 91120118ma05l1fk8e
Legal representative: Zhang Lingyuan
4. Registered capital: 1 billion yuan
5. Enterprise type: limited liability company (sole proprietorship of legal person)
6. Address: 1-1-1905-3, north area of financial and Trade Center, No. 6865, Asia Road, Tianjin pilot free trade zone (Dongjiang Bonded Port Area)
7. Date of establishment: September 14, 2016
8. Business term: September 14, 2016 to September 13, 2066
9. Business scope: elderly care services; Health information consultation; Mechanical equipment leasing; Development, promotion and service of computer software technology; Conference services; Undertake exhibition activities; Design and produce advertisements; Organize cultural and artistic exchange activities; Wholesale and retail of daily necessities, class I medical devices, household appliances, hardware and electrical appliances and electronic products; Enterprise management consulting; Business information consultation; Financial information consultation; Marketing planning.
(II) equity structure:
Zhongmin future Holding Group Co., Ltd. holds 100% equity of Zhongmin home.
(III) as of the disclosure date of the announcement, the above-mentioned legal person does not belong to the person subject to execution for dishonesty.
3、 Basic information of transaction object
(I) target setting
Suzhou Yangtze New Materials Co.Ltd(002652) owned creditor’s rights against Hu Weilin, the book value of which is taken as the transaction price, totaling 150 million yuan.
(II) implantation target
Zhongmin home holds 100% equity of Zhongmin Hupei, and the value of the invested assets is RMB 150 million. 1. Company Name: Zhongmin Hupei (Wuhan) Consulting Management Co., Ltd
2. Unified social credit Code: 91420102ma49fj5e23
3. Legal representative
4. Registered capital: 200 million yuan
5. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
6. Address: offices and conference rooms on floors 1-2, building 1, Wuhan Convention Center, No. 40, Huiji Road, Laodong street, Jiang’an District, Wuhan
7. Date of establishment: May 1, 2020
8. Business term: from May 1, 2020 to no fixed term
9. Business scope: enterprise management consulting; Medical management services; Medical information consultation; Health consultation (excluding diagnosis and treatment); Business information consultation (excluding investment consultation); Leasing, wholesale and retail of class I and II medical devices; Software development and wholesale and retail.
10. As of the disclosure date of the announcement, the above legal persons are not dishonest persons.
4、 Transaction pricing and basis
(I) transaction price of assets disposed of
The book value of the disposed assets shall be taken as the transaction price, i.e. ￥ 150 million (in words: RMB 150 million).
(II) transaction price of assets placed
Suzhou Yangtze New Materials Co.Ltd(002652) and Zhongmin home agree that the transaction price of the placed assets is RMB 150 million (in words: RMB 150 million) based on the asset appraisal report issued by Shanghai Lixin Asset Appraisal Co., Ltd., an appraisal institution with securities business qualification.
5、 Main contents of the transaction agreement
Article 1 this asset replacement
1.1 scope of transaction object and transaction scheme Suzhou Yangtze New Materials Co.Ltd(002652) with the total creditor’s rights of ￥ 150000000 (in words: RMB 150 million) (“invested assets”) against Hu Weilin as the subject of payment, it will be replaced with 100% equity of Zhongmin Hupei held by Zhongmin home (“invested assets”).
1.2 transaction price
(1) Transaction price of disposed assets
The book value of the disposed assets shall be taken as the transaction price, i.e. ￥ 150 million (in words: RMB 150 million).
(2) Transaction price of assets placed
Suzhou Yangtze New Materials Co.Ltd(002652) and Zhongmin home agree that the transaction price of the placed assets is RMB 150 million (in words: RMB 150 million) based on the asset appraisal report issued by Shanghai Lixin Asset Appraisal Co., Ltd., an appraisal institution with securities business qualification.
Article 2 asset delivery
2.1 delivery of purchased assets: during the delivery of assets, Suzhou Yangtze New Materials Co.Ltd(002652) shall submit all contracts, documents and materials related to the purchased assets to Zhongmin home (including the written notice to Hu Weilin, the debtor of the purchased assets, and the related parties about the purchased assets (i.e. the transfer of creditor’s rights), And a loan contract (the “loan contract”) shall be signed between the Chinese residents and Hu Weilin and Hu Weilin’s related parties; During the asset delivery period, Suzhou Yangtze New Materials Co.Ltd(002652) shall sign the confirmation document for the handover of the purchased assets with Zhongmin home. The handover date is the delivery date of the purchased assets, and the ownership and risk of the purchased assets shall be transferred to Zhongmin home from the delivery date of the purchased assets.
2.2 delivery of implanted assets: during the delivery of assets, Zhongmin home shall submit to Suzhou Yangtze New Materials Co.Ltd(002652) all contracts, documents and materials related to the implanted assets (including the equity transfer agreement for handling industrial and commercial change registration), and Zhongmin home shall ensure that the property right of the implanted assets is changed under the name of Suzhou Yangtze New Materials Co.Ltd(002652) that Suzhou Yangtze New Materials Co.Ltd(002652) becomes the legal owner of 100% equity of Zhongmin Hupei, Enjoy complete shareholder rights for such equity.
The equity change date is the delivery date of the placed assets, and the ownership and risk of the placed assets will be transferred to Suzhou Yangtze New Materials Co.Ltd(002652) .
Article 3 arrangements during the transition period
3.1 during the transition period, except for the prior written consent of Suzhou Yangtze New Materials Co.Ltd(002652) and Zhongmin residence, the assets, business, personnel, operation and other aspects of Zhongmin Hupei and its subsidiaries involved in the asset placement remain stable; Will not take major decisions inconsistent with its usual normal operation; It will not carry out any activities that may produce significant debts, obligations and liabilities, or have a significant impact on its operation and financial situation.
3.2 Suzhou Yangtze New Materials Co.Ltd(002652) and Zhongmin home agree that the interest (if any) arising from the assets purchased during the transition period shall be enjoyed by Zhongmin home; Suzhou Yangtze New Materials Co.Ltd(002652) enjoys or undertakes the profits or losses arising from the operation of assets placed during the transition period and the changes in equity caused by any reason.
3.3 Suzhou Yangtze New Materials Co.Ltd(002652) and Zhongmin home agree that the profits and losses of assets purchased and placed during the transition period shall be determined respectively according to the unaudited financial statements as of the asset delivery date.
Article 4 establishment, effectiveness, performance, alteration and cancellation of the agreement
4.1 this Agreement shall be established upon the signature of all parties (i.e. signed by the legal representatives or authorized representatives of Suzhou Yangtze New Materials Co.Ltd(002652) and Zhongmin home, stamped with the official seals of both parties, and signed by Hu Weilin), and shall come into force after the decision-making of Suzhou Yangtze New Materials Co.Ltd(002652) competent authority.
2.4 if the company’s internal management scheme and its internal management system are not approved according to the provisions of this agreement, it will be invalid from the time of the second reorganization. In this case, all parties shall negotiate amicably and continue to jointly promote Suzhou Yangtze New Materials Co.Ltd(002652) the modification, adjustment, supplement and improvement of the reorganization plan in accordance with the methods and contents required by relevant government departments or laws and regulations, so as to finally achieve the goal of the reorganization.
4.3 the final performance of this Agreement shall be deemed to be the completion of the performance of all rights and obligations of the parties agreed in this agreement.
4.4 any modification, addition or deletion of the corresponding terms of this Agreement shall be made in writing.
4.5 unless otherwise agreed in this agreement, this agreement can be terminated only when all parties agree to terminate this agreement. Article 5 liability for breach of contract and remedy
5.1 after the signing of this agreement, except for major changes in circumstances or force majeure, any party’s failure to perform or timely and appropriately perform any of its obligations under this agreement, or breach of any statement, guarantee or commitment made under this agreement, shall constitute its breach of contract and shall bear the liability for breach of contract in accordance with the law.
5.2 one party shall be liable for breach of contract and shall compensate the other parties for all losses caused thereby.
5.3 if the purchased assets and assets cannot be transferred and / or transferred according to the agreement due to the restrictions of laws, regulations or policies, the failure of the general meeting of Suzhou Yangtze New Materials Co.Ltd(002652) shareholders, or the failure of government departments and / or securities regulatory authorities (including but not limited to Shenzhen Stock Exchange and Clearing Company) to approve or approve and other reasons beyond the control of any party, It shall not be deemed as breach of contract by either party.
5.4 if one party violates the agreement, the observant party shall notify the breaching party in writing to correct or take remedial measures, and give the breaching party a grace period of 15 working days. If the defaulting party fails to properly perform this agreement or remedy the breach to the satisfaction of the observant party at the expiration of the grace period, this Agreement shall be terminated from the date when the observant party sends a notice to terminate this agreement to the defaulting party.
5.5 if the formalities agreed in items (3) and (4) of article 3.4 of this Agreement are not completed within 60 days from the date of signing this agreement, and Hu Weilin fails to provide alternative guarantee property and go through relevant registration procedures, Chinese residents have the right to terminate this agreement.
6、 Other arrangements involving the purchase and sale of assets
This asset replacement does not involve the placement of personnel related to the placement of assets and assets.
7、 Impact on the company
The purpose of this asset replacement is to solve the problem of capital occupation by Hu Weilin, the shareholder of the company, set up creditor’s rights with uncertain risk factors for the company, and put in high-quality assets and businesses, which will not have an adverse impact on the company.
8、 From the beginning of the year to the disclosure date, the total amount of all kinds of related party transactions with the related person is easy to occur. From the beginning of 2022 to now, the company and Zhongmin home have no other related party transactions except this related party transaction.
9、 Documents for future reference
Asset replacement agreement
It is hereby announced.
Suzhou Yangtze New Materials Co.Ltd(002652) board of directors March 8, 2002
