Securities code: Nanfang Ventilator Co.Ltd(300004) securities abbreviation: Nanfang Ventilator Co.Ltd(300004) Announcement No.: 2022008 Nanfang Ventilator Co.Ltd(300004)
Announcement on the signing of supplementary agreement to equity transfer agreement by major shareholders
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of this equity transfer
Nanfang Ventilator Co.Ltd(300004) (hereinafter referred to as “the company”), the controlling shareholders and actual controllers, Mr. Yang Zijiang and Mr. Yang zewen, and more than 5% shareholders, Mr. Qiu Yunlong, signed the share transfer agreement with Guangdong Nanhai holding Investment Co., Ltd. (hereinafter referred to as “Nanhai holding”) on December 31, 2021. Mr. Yang Zijiang, Mr. Yang zewen Mr. Qiu Yunlong plans to transfer a total of 63 million shares of the company held by him (accounting for 13.13% of the total share capital of the company) to Nanhai holdings by agreement. After the transfer of shares under this agreement is completed, the controlling shareholder of the company will be changed to Nanhai holding, and the actual controller will be changed to Nanhai District State owned assets supervision and Administration Bureau of Foshan City.
For details, see the relevant announcement disclosed by the company on cninfo.com, the gem information disclosure media designated by the CSRC on January 4, 2022.
2、 Progress
Recently, after friendly negotiation, Mr. Yang Zijiang, Mr. Yang zewen and Mr. Qiu Yunlong signed the supplementary agreement to the share transfer agreement with Nanhai Holdings (hereinafter referred to as the “supplementary agreement”), deleting the relevant agreement on “offsetting part of the share right transfer with loans” in the share transfer agreement. The main contents of the supplementary agreement are as follows:
1. Delete the relevant provisions in Article 3 “transfer price and payment arrangement” of the share transfer agreement involving “offsetting part of the share transfer price with loans”.
2. Delete the relevant statement in Article 12 “liability for breach of contract” of the share transfer agreement that “in case of Party B’s breach of contract or the transaction cannot be implemented, the price that Party B needs to return to Party A includes the offset amount agreed in the share transfer agreement”.
3、 Other instructions and risk tips
1. The supplementary agreement signed this time only deletes the relevant contents of “offsetting part of the share transfer funds with loans” in the equity transfer agreement, and does not involve the modification of the number of shares, transaction price, transaction subject, payment time point and payment premise.
2. As of the date of this announcement, the shares transferred this time have still been pledged; There is uncertainty about whether the transfer of shares can be completed and whether the registration result of the stock exchange in Shenzhen can be confirmed.
The company will pay close attention to the progress of relevant matters and fulfill the obligation of disclosure in time. The information disclosure media designated by the company are cninfo.com and Shanghai Securities News. All information of the company shall be subject to the announcement published in the above designated media. Please invest rationally and pay attention to risks.
It is hereby announced.
Nanfang Ventilator Co.Ltd(300004)
Board of directors
March 10, 2002
