Securities code: 002917 securities abbreviation: Shenzhen King Explorer Science And Technology Corporation(002917) Announcement No.: 2021-085 Shenzhen King Explorer Science And Technology Corporation(002917)
Announcement on the progress of bidding for 52.7711% equity and creditor’s rights of Shandong Taishan civil explosive equipment Co., Ltd
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
Shenzhen King Explorer Science And Technology Corporation(002917) (hereinafter referred to as “the company”) in order to further strengthen the deep integration of the company’s technical advantages of intelligent equipment and resources in the production field, promote the effective extension of the company’s industrial chain and consolidate the company’s market competitiveness in the field of civil explosive equipment, Shandong shengshida Chemical Co., Ltd. (hereinafter referred to as “Shandong shengshida”), the holding subsidiary of the company, participated in the bidding for 52.7711% equity and 83956845.13 yuan debt of Shandong Taishan civil explosive equipment Co., Ltd. (hereinafter referred to as “target enterprise” or “Taishan civil explosive”) through public delisting, and became the final bidder for the intended transferee of non shareholders, The final quotation is RMB 15386684513. The auction has been deliberated and approved at the 21st Meeting of the second board of directors of the company. For details, please refer to the company in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com.. CN.) Announcement on the resolution of the 21st Meeting of the second board of directors (Announcement No.: 2021-073) and announcement on the progress of bidding for 52.7711% equity and creditor’s rights of Shandong Taishan civil explosive equipment Co., Ltd. (Announcement No.: 2021-082).
Recently, Shandong shengshida received the notice of transaction results (Yu Lian Jiao Han [2021] No. 1567) issued by Chongqing United equity exchange, confirming that Shandong shengshida is the final transferee of the listed project, and the transaction price is RMB 153.86684513 million, On December 29, 2021, it signed the equity and creditor’s rights transfer contract between China Gezhouba Group yipuli Co., Ltd. and Shandong shengshida Chemical Co., Ltd. (hereinafter referred to as “the contract”) with the transferor China Gezhouba Group yipuli Co., Ltd. (hereinafter referred to as “yipuli”).
After the completion of this transaction, Taishan civil explosion will become the holding subsidiary of Shandong shengshida and be included in the scope of the company’s consolidated statements.
2、 Main contents of transaction contract
(i) Contract signatory
Party A: China Gezhouba Group yipuli Co., Ltd
Party B: Shandong shengshida Chemical Co., Ltd
（2） Basic information of the subject project
The target project is 52.7711% equity and 83956845.13 yuan creditor’s right held by Party A to Shandong Taishan civil explosive equipment Co., Ltd. (the loan principal of Party A to the target enterprise is 70000000.00 yuan and the Dividend Receivable is 13956845.13 yuan).
（3） Transfer price and payment
1. Transfer price
Party A transfers the subject project to Party B at the price of RMB 153866845.13 (in words: one hundred and fifty-three million eight hundred and sixty-six thousand eight hundred and forty-five yuan and thirteen cents).
2. Pay
Party B shall remit the transfer price to the settlement center account of Chongqing United equity exchange within 5 working days from the effective date of this contract by means of one-time payment. The transaction deposit paid by Party B to Chongqing United equity exchange for the subject project shall be converted into the transfer price paid to Party A after the contract takes effect.
Chongqing United equity exchange shall transfer the transfer price of 153866845.13 yuan (in words: one hundred and fifty-three million eight hundred and sixty-six thousand eight hundred and forty-five yuan and thirteen cents) to the account designated by Party A within 5 working days after receiving all the price and transaction service fee paid by Party B without further payment letters from Party A and Party B.
3. Related expenses
During the transfer of the subject project, Party A and Party B shall bear their own taxes and transaction expenses in accordance with laws and regulations.
（4） Change registration
Party A shall cooperate with the target enterprise to complete the industrial and commercial change registration of the transfer of the target equity within 30 days from the date when Party B pays off all the transfer price; Party A shall serve a written notice on the transfer of the subject creditor’s right to the debtor within five days from the date when Party B pays off all the transfer money. After the change registration of the subject equity transfer is completed and the written notice of the subject creditor’s right transfer is delivered to the debtor, the purpose of the contract between Party A and Party B shall not be terminated. （5） Transitional arrangements
1. During the transition period, Party A shall ensure that the target enterprise engages in daily business activities in accordance with previous practices, and make commercially reasonable efforts to ensure the normal operation of all assets and businesses of the target enterprise. After the transition period, the management right of the target enterprise shall be transferred to Party B, and all responsibilities and consequences arising from the management of the target enterprise shall no longer be borne by Party A.
2. During the transition period, except for normal production and operation, Party A guarantees not to dispose of any assets and liabilities of the target enterprise and its affiliated enterprises, and not to take any behavior that directly or indirectly damages the rights and interests of the target enterprise and its affiliated enterprises, including but not limited to no new debts (except debts arising from normal production and operation) and guarantees, The compensation system and business structure of the target company and its affiliated enterprises will not be adjusted, major business contracts will not be changed or terminated, profit distribution will not be carried out, business licenses will not be invalid, revoked or reduced, and there will be no impact on the assets of the target enterprise Situations that have a significant adverse impact on the financial situation (the above-mentioned significant adverse impact refers to the situation that the loss amount of the target enterprise and its affiliated enterprises exceeds 1 million yuan).
3. During the transition period, the operating profit and loss generated by the target enterprise corresponding to the target equity proportion shall be borne by Party B. Party A and Party B shall not adjust the agreed transaction conditions and transfer price based on the operating profit and loss of the target enterprise during the transaction period.
（6） Liability for breach of contract
1. If Party B fails to pay the price as agreed in the contract or Party A fails to cooperate in handling the industrial and commercial change registration within the time agreed in Article 6 of the contract, it shall pay liquidated damages at 0.3% of the contract price to the other party for each overdue day.
2. After the contract takes effect, if one party proposes to terminate the contract for its own reasons, or if one party proposes to terminate the contract after the purpose of the contract is achieved, the breaching party shall pay 30% of the transfer price to the observant party as liquidated damages.
3. If the contract cannot be performed or fully performed due to the fault of one party, the party at fault shall bear the liability for breach of contract. If it is the fault of both parties, both parties shall bear their respective liabilities.
4. If one party violates other provisions of this contract, it shall also bear corresponding liabilities for breach of contract and compensate for losses to the other party. 3、 Other instructions
This auction is in line with the development plan of the company to become a large enterprise group integrating scientific research, production and blasting services, and the opinions on promoting the high-quality development of civil explosives industry and the safety development plan of civil explosives industry in the 14th five year plan issued by the Ministry of industry and information technology to encourage the reorganization and integration of detonator production enterprises The industry policy direction of transforming and upgrading ordinary detonators into digital electronic detonators through capacity replacement. After the completion of this transaction, the annual production capacity of the company’s industrial detonators will increase from 72 million to 167 million, which is conducive to consolidating the company’s competitiveness in the civil explosive equipment market. Taishan civil explosive and Shandong shengshida will give full play to the synergy and scale effect, enhance regional advantages, enhance the company’s comprehensive strength and profit growth point, and promote the company’s long-term development, Achieve the company’s strategic objectives. The company will timely perform the obligation of information disclosure according to the follow-up of this transaction.
4、 Documents for future reference
1. Transaction result notice;
2. Equity and debt transfer contract between China Gezhouba Group yipuli Co., Ltd. and Shandong shengshida Chemical Co., Ltd.
It is hereby announced.
Shenzhen King Explorer Science And Technology Corporation(002917)
Board of directors
December 30, 2021
