Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
XINJIANGZHUNDONGPETROTECHCO., LTD
Securities code: 002207 securities abbreviation: Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) Announcement No.: 2021-057 Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Announcement on the progress of terminating foreign investment
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、 Overview of foreign investment
The 32nd (Interim) meeting of the 6th board of directors of Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) (hereinafter referred to as “the company” or ” Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) “) deliberated and adopted relevant proposals. The company (transferee 1) signed the agreement on Huanyu Yida with Liu Ruifang (transferor 1 and transferee 2, performance commitment party), Huang Jiang (transferee 3), Feng Ding (transferee 4) and he Zhigang (transferor 2) According to the equity transfer agreement of (Tianjin) Engineering Technology Co., Ltd. (hereinafter referred to as “equity transfer agreement”), the company transferred 51% equity of Huanyu Yida (Tianjin) Engineering Technology Co., Ltd. (hereinafter referred to as “Huanyu Yida” or “target company”) held by Liu Ruifang for a consideration of 0 yuan (part of the unpaid capital contribution) to enter the offshore oil technical service market in cooperation with relevant parties. Each transferee promises to make its own capital contribution based on the evaluation of its own equipment or other physical objects, or patented technology and downhole tools within the agreed time limit (the company’s paid in capital contribution is based on the evaluation of a set of coiled tubing, supporting equipment and other physical assets). For details, see the announcement on foreign investment (Announcement No.: 2021-036) issued by the company on the designated information disclosure media on June 8, 2021.
2、 Follow up progress
On June 18, 2021, Huanyu Yida signed the asset appraisal entrustment contract with Bandung (Shanghai) Asset Appraisal Co., Ltd. (hereinafter referred to as “Bandung appraisal”) , the appraisal fees shall be borne by each investor and directly paid to Bandung appraisal. Bandung appraisal has appraised the market value of some of the machinery and equipment owned by the company, Liu Ruifang and Huangjiang involved in their physical contribution, and issued the asset appraisal report (Bandung pingbao Zi (2021) No. 10550) on September 6, 2021. Up to now, the company, Liu Ruifang and Huangjiang have paid their respective appraisal expenses to Bandung appraisal.
On June 30, 2021, Huanyu Yida reported the personal income tax related to the equity transfer to the competent tax authority (State Administration of Taxation, Tianjin Economic and Technological Development Zone Taxation Bureau, Tianjin Taxation Bureau).
Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
XINJIANGZHUNDONGPETROTECHCO., LTD
On July 8, 2021, Huanyu Yida held the first extraordinary shareholders’ meeting and the first meeting of the first board of directors in 2021, deliberated and adopted the proposals on the election of the first board of directors and supervisors, the appointment of senior managers and so on, and revised the articles of association of Huanyu Yida; Subsequently, Ding Hao, the director recommended by the company, resigned due to personal reasons. After the Company re performed the nomination and recommendation procedures, Huanyu Yida held the second meeting of the first board of directors and the second extraordinary shareholders’ meeting in 2021 on November 29, 2021, and deliberated and adopted proposals such as changing directors.
Since Feng Ding was unable to complete the capital contribution with his own patented technology of “downhole operation tools” and some downhole tools in accordance with the equity transfer agreement, The relevant parties signed the supplementary agreement (collectively referred to as the “original agreement” with the equity transfer agreement) on October 28, 2021, agreeing that Liu Ruifang will no longer perform the obligation of transferring the 6% equity of the target company held by him to Feng Ding with RMB 0 in accordance with the equity transfer agreement, and Feng Ding will not bear the obligation of paid in capital contribution agreed in the equity transfer agreement, and Other relevant provisions of the equity transfer agreement have been changed. Since the supplementary agreement does not involve the change of relevant rights and obligations of the company as the proposed capital holding Huanyu Yida, it is signed after being reviewed and improved by the company’s common law and reviewed and approved by the company’s manager’s office meeting in accordance with the company’s management system for holding subsidiaries. Huanyu Yida revised its articles of association accordingly, which was deliberated and adopted at its second extraordinary shareholders’ meeting in 2021.
Up to now, matters such as the change of shareholders’ information, the change of directors’ and supervisors’ information, the valuation of paid in capital contribution by physical evaluation, and the filing of articles of association of the subject company have not been completed. The equity structure registered by the market supervision and Administration Department of the subject company is still 93% held by Liu Ruifang and 7% held by he Zhigang.
3、 Relevant instructions on terminating relevant cooperation and signing termination agreement
As deliberated and adopted at the 36th (Interim) meeting of the sixth board of directors of the company on December 29, 2021, in view of (1) According to the recent feedback from the performance commitment party, the market expansion of Huanyu Yida has changed greatly from that expected when the original agreement was signed. Due to the repeated epidemic and other factors, the original planned expansion of onshore coiled tubing technical services and overseas oil service market has made slow progress, which can not guarantee the realization of the planned objectives in 2022 and 2023; (2) For the coiled tubing main vehicle and supporting crane originally planned to be paid in at the price of physical evaluation, the company could not register the change of property right because the exhaust emission standard did not meet the settlement requirements of Tianjin, and the original agreement signed by all parties could not be continued. After negotiation, all parties decided to terminate the cooperation. The company signed agreements with Liu Ruifang, Huangjiang, he Zhigang and Huanyu Yida The termination agreement confirmed the signing and subsequent performance of the original agreement and agreed:
(i) Termination matters
1. All parties voluntarily agree to terminate the original agreement. Unless otherwise agreed in this agreement, the terms of the original agreement are no longer legally binding on the parties.
Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
XINJIANGZHUNDONGPETROTECHCO., LTD
2. If the original agreement is terminated, each party shall not be liable for breach of contract.
3. When the performance of the original agreement is terminated, each party shall not make any claim against any party on the original agreement, and each party shall waive the right of recourse or other claims for compensation and compensation under the original agreement.
（2） Subsequent transactions
1. Before the signing of this agreement, each party shall bear its own expenses and shall not claim against other parties for losses.
2. The resolutions made by the subject company at the first extraordinary shareholders’ meeting and the first meeting of the first board of directors in 2021 held on July 8, 2021, and the second extraordinary shareholders’ meeting and the second meeting of the first board of directors in 2021 held on November 29, 2021 shall be annulled as of the effective date of this agreement.
3. The target company shall return the relevant materials provided by the company to the company within five days after the effectiveness of this agreement. If it cannot be returned, it shall be destroyed in the presence of the company.
4. After the termination of the original agreement, each party shall still perform the confidentiality obligation in accordance with Article 6 of the equity transfer agreement.
（3） This Agreement shall be established after being signed and sealed by the legal representative or authorized representative of the company and the target company and signed and fingerprinted by other parties, and shall come into force after being approved by the board of directors of the company.
3、 Impact on the company
The coiled tubing and supporting equipment originally planned by the company to be evaluated as paid in capital have only been evaluated and the property right transfer procedures have not been handled. In addition to bearing the above evaluation expenses and appointing personnel to participate in relevant meetings of the subject company, no other expenses have been incurred. The termination of this cooperation will not have a significant adverse impact on the company’s daily production and operation and future development.
This announcement does not constitute any investment proposal, and investors should not substitute such information for their independent judgment or make decisions only based on such information. The information disclosure media selected by the company are securities times, China Securities News and cninfo (www.cn. Info. Com.. CN). All information is subject to the announcements and information disclosure documents published in the above designated information disclosure media. Please pay attention to the investment risk.
It is hereby announced.
Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Board of directors
December 30, 2021
