Securities code: 002323 securities abbreviation: * ST Yabo Announcement No.: 2021-104 Shandong Yabo Technology Co.Ltd(002323)
Announcement on the progress of disposal of partial equity, external creditor's rights and other current assets held by Shandong yabaite, a wholly-owned subsidiary
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.
Shandong yabaite Technology Co., Ltd. (hereinafter referred to as "Shandong yabaite") is a wholly-owned subsidiary of Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as "Yabo shares" or "the company"). On June 21, 2021, Shizhong District People's Court of Zaozhuang City, Shandong Province (hereinafter referred to as "Shizhong District Court") made (2021) Lu 0402 Po 5-1 civil ruling according to law, ruled to accept the reorganization case of Shandong yabaite, and made (2021) Lu 0402 Po 5-1 decision on June 23, 2021, Appoint the liquidation group of Shandong yabaite Technology Co., Ltd. as the manager to carry out various reorganization work. For details, see the announcement on the court's ruling to accept the reorganization of the wholly-owned subsidiary Shandong yabaite Technology Co., Ltd. (Announcement No.: 2021-040). On September 30, 2021, Shandong yabaite received the civil ruling (2021) Lu 0402 Po No. 5-5 served by the Shizhong District Court, ruled to approve the reorganization plan of Shandong yabaite and terminate the reorganization procedure of Shandong yabaite. For details, see the announcement on the approval of the reorganization plan of a wholly owned subsidiary by the court (Announcement No.: 2021-079).
The first creditors' meeting of Shandong yabaite was held at 9:30 a.m. on July 30, 2021 by means of online meeting on the "national enterprise bankruptcy and reorganization case information network"（ http://pccz.court.gov.cn. ）At the meeting, the property management plan (Draft) of the reorganization of Shandong yabaite Technology Co., Ltd. (hereinafter referred to as the "property management plan") was voted and adopted. For details, see the announcement on the convening of the first creditor meeting of the wholly-owned subsidiary (Announcement No.: 2021-052).
According to the actual needs of Shandong yabaite's reorganization work and the provisions of the property management plan, the manager of Shandong yabaite has been from 9:00 on October 13, 2021 to 9:00 on October 14, 2021, from 9:00 on October 22, 2021 to 9:00 on October 23, 2021, from 9:00 on October 31, 2021 to 9:00 on November 1, 2021 From 9:00 a.m. on December 15, 2021 to 9:00 a.m. on December 16, 2021, the bankruptcy Qiangqing platform was auctioned in Jingdong, and four public auctions were conducted for part of the equity, external creditor's rights and other current assets held by Shandong yabaite. For details, see the notice on the manager of Shandong yabaite
<关于山东雅百特所持部分股权、对外债权及其他流动资产的拍卖公告>
and
<拍卖须知>
Announcement of (Announcement No.: 2021-074, 2021-083, 2021-086, 2021-094). However, because no one participated in the auction during the specified auction period, the first four public auctions have been sold out.
Recently, under the supervision of the manager of Shandong yabaite, Shandong yabaite completed the disposal of the asset package to be auctioned through agreement transfer in accordance with the property management plan and relevant laws and regulations. The matters related to the signing of the asset transfer agreement are hereby announced as follows:
1、 Background of signing the asset transfer agreement
According to the actual needs of Shandong yabaite's reorganization work and the provisions of the property management plan, the manager of Shandong yabaite has been from 9:00 on October 13, 2021 to 9:00 on October 14, 2021, from 9:00 on October 22, 2021 to 9:00 on October 23, 2021, from 9:00 on October 31, 2021 to 9:00 on November 1, 2021 From 9:00 on December 15, 2021 to 9:00 on December 16, 2021, four public auctions were held on Jingdong auction bankruptcy Qiangqing platform for part of the equity, foreign creditor's rights and other current assets held by Shandong yabaite. However, because no one participated in the auction during the specified auction period, the first four public auctions have been sold. The starting and streaming prices of the fourth auction are 100 million yuan only. According to the property management plan and relevant laws, Shandong yabaite can transfer the above assets by agreement at a price not lower than the starting price of the last auction.
According to the restructuring investment agreement signed between Shandong Quanxing Technology Co., Ltd. (hereinafter referred to as "industrial investor") and Yabo shares and the Shandong Yabo Technology Co.Ltd(002323) restructuring plan, the industrial investor or its designated subject will purchase the assets of Shandong yabaite public auction with a capital of no less than 100 million yuan. The transferee designated by the industrial investor is Zaozhuang Xinneng investment partnership (limited partnership) (hereinafter referred to as "Xinneng investment"). 2、 Signing of asset transfer agreement
Based on the above background, in order to maximize the legitimate rights and interests of relevant creditors and all parties, under the supervision of the manager of Shandong yabaite, Shandong yabaite and Xinneng investment signed the asset transfer agreement for the reorganization of Shandong yabaite Technology Co., Ltd. (hereinafter referred to as the "asset transfer agreement") on December 27, 2021. The main contents of the asset transfer agreement are as follows.
1. Scope of transferred assets
The scope of asset transfer agreed in the asset transfer agreement is the same as that of the subject matter of public auction. The above subject matter of this transfer shall be packaged and transferred as a whole according to the current situation.
2. Transfer price
Referring to the starting price of the fourth public auction of assets to be disposed by Shandong yabaite, Xinneng investment agrees to transfer the asset package agreed in Article 1 of the asset transfer agreement at the price of 100 million yuan (in words: 100 million yuan), and Shandong yabaite agrees to transfer the asset package to Xinneng investment at this price.
The price of RMB 100 million referred to in the transfer price does not include all taxes and fees involved in the transfer of the subject matter; All taxes and fees arising from the transfer of ownership shall be borne by Xinneng investment and Shandong yabaite respectively in accordance with relevant national regulations.
3. Risk disclosure and awareness
Xinneng investment confirmation: know, accept and agree with all the contents of the auction announcement on part of the equity, foreign creditor's rights and other current assets held by Shandong yabaite and relevant auction instructions issued by the manager on Jingdong auction bankruptcy Qiangqing platform.
4. Payment arrangement of transfer price
The transfer price of 100 million yuan asset package under the asset transfer agreement shall be paid by Xinneng investment in installments.
Xinneng investment shall pay 50 million yuan to the collection account of Shandong yabaite manager within 2 days after the signing of the agreement by both parties, and the remaining 50 million yuan shall be paid to the collection account of Shandong yabaite manager no later than January 30, 2022.
5. Delivery arrangement of underlying assets
From the effective date of this agreement, Xinneng investment will become the legal owner of the subject assets, enjoy and undertake all rights and obligations related to the ownership of the subject assets.
From the next day after the agreement takes effect, Shandong yabaite shall cooperate with Xinneng investment to start the delivery and change registration of corresponding equity, creditor's rights receivable and other assets in the asset package and related certificates, documents and materials, and cooperate with Xinneng investment to inform relevant debtors of the transfer of creditor's rights receivable.
After the asset delivery, Xinneng investment shall go through the transfer procedures at the relevant competent authorities by itself, and Shandong yabaite shall actively and necessarily cooperate, and Xinneng investment shall bear the risk of transfer of relevant subject matter by itself.
3、 Basic information of the counterparty
Enterprise name: Zaozhuang Xinneng investment partnership (limited partnership)
Nature of enterprise: limited partnership
Address: No. 17, Donghai Road, Shizhong District, Zaozhuang City, Shandong Province
Executive partner: Shandong xiangze non performing assets disposal Co., Ltd
Investment partners: Shandong Quanxing Technology Co., Ltd. and Shandong xiangze non performing assets disposal Co., Ltd
Business scope: general items: engaging in investment activities with its own funds; business management; Land improvement services; Municipal facilities management; Engineering management services; Non residential real estate leasing; Lease of land use right; Conference and exhibition services; Urban greening management; Internet sales (except sales of goods requiring license); Cultural venue management services. (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license).
4、 Does this asset transfer constitute a connected transaction
The asset transfer was completed under the supervision of the court and the manager in accordance with the property management plan and relevant laws and regulations of judicial auction. It is part of the reorganization process of Shandong yabaite and does not constitute a connected transaction.
5、 Risk tips
Under the supervision of the manager of Shandong yabaite, Shandong yabaite agreed to transfer part of the equity, external creditor's rights and other current assets held by Shandong yabaite according to the provisions of the property management plan, combined with the actual situation of reorganization and relevant legal provisions. This asset disposal will cause the company's asset impairment loss and affect the company's owner's equity and net profit in 2021. The specific amount shall be subject to the audit of the annual report.
The board of directors will earnestly perform the disclosure obligation in strict accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and disclose the progress of the company's reorganization in a timely manner. The information released by the board of directors shall be disclosed by the designated information disclosure media: securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com.. CN.) The published information shall prevail. Please make careful decisions and pay attention to investment risks.
It is hereby announced
Shandong Yabo Technology Co.Ltd(002323) board of directors December 31, 2021
