Securities code: 300025 securities abbreviation: Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) Announcement No.: 2022-004 Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025)
Announcement on signing supplementary agreement II with Dacheng Technology
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.
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1、 Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) (hereinafter referred to as "the company" or " Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) ") and Hangzhou Dacheng Technology Co., Ltd. (hereinafter referred to as "Dacheng Technology") signed the supplementary agreement II on equity transfer of Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as "supplementary agreement II") with effective conditions on December 30, 2021, One of the preconditions for the effectiveness of supplementary agreement II is the effectiveness of the equity transfer agreement between the company and Haoteng investment management partnership (limited partnership) in Ningbo Meishan free trade port area (hereinafter referred to as "Haoteng investment"). 2. On December 30, 2021, the 11th meeting of the 6th board of directors and the 10th meeting of the 6th board of supervisors of the company considered and approved the matter, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview
On September 28, 2018, the company and Dacheng Technology, Ren Zhiyuan Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as "Internet harbor") and Shenzhen Qianhai Huaxing CICA investment partnership (limited partnership) (hereinafter referred to as "Shenzhen Qianhai") signed the equity transfer agreement between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as "original agreement"), The company transferred 34% equity of Internet harbor to Dacheng Technology at a price of 133333333.00 yuan. Meanwhile, the relevant parties confirm and agree in articles 4.2 and 14.1 of the original agreement that within 36 months after the equity settlement (before November 18, 2021), Dacheng technology promises to purchase the remaining 17% of the equity of Internet harbor (corresponding to the registered capital of 8.5 million yuan) from the company at the same price of this equity transfer (i.e. the equity transfer amount corresponding to each yuan of registered capital is 7.84 yuan); If Dacheng Technology fails to purchase the remaining 17% equity of Internet harbor from the company in accordance with the original agreement, it shall pay liquidated damages of RMB 13.33 million to the company. On November 18, 2021, Haoteng investment signed the equity transfer agreement on the transfer of the equity of interconnection harbor. On November 24, 2021, the company agreed to sign the above agreement. The company plans to transfer 17% equity of interconnection harbor held by Haoteng investment at a price of RMB 14.5 million. After the transfer, the company will no longer hold the equity of interconnection harbor. At the same time, Haoteng investment issued the note when reaching the signing intention with the company. The note clearly stated that the important premise of its acquisition of Internet harbor is the stability of Internet harbor operation. Therefore, it is hoped that the main management team members of Internet harbor will remain stable, and the stable operation of Internet harbor is also conducive to the recovery of the company's creditor's rights of Internet harbor, Therefore, we hope that on the premise of the successful completion of this equity transfer, the company will not claim the liability for breach of contract for its failure to repurchase the remaining 17% equity of Internet harbor from the company.
In order to reduce the company's losses and facilitate the performance of the equity transfer agreement. On December 30, 2021, the company signed supplementary agreement II with entry into force conditions with relevant parties such as Dacheng Technology. One of the preconditions for the entry into force of supplementary agreement II is that the equity transfer agreement signed between the company and Haoteng investment takes effect. If Haoteng investment pays the company an accumulated equity transfer payment of 14.5 million yuan according to the equity transfer agreement and successfully transfers 17% of the equity of interconnection harbor held by the company, the company will no longer pursue the liquidated damages of 13.33 million yuan for Dacheng Technology's failure to acquire 17% of the equity of interconnection harbor from the company according to Article 4.2 of the original agreement according to item (3) of article 14.1 of the original agreement. If Haoteng investment fails to pay 14.5 million yuan for equity transfer to Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) as agreed in the equity transfer agreement and is overdue for more than 30 days, Dacheng Technology shall still perform its contractual obligations in accordance with articles 4.2 and 14.1 of the original agreement. After the relevant provisions of supplementary agreement II come into force, the contents of Dacheng Technology repurchase commitment terms agreed in the original agreement will be changed.
Considering Dacheng Technology's current performance ability and previous performance, Haoteng investment's performance ability, the assessed value of Internet harbor, the operation and debt of Internet harbor, although the company transferred the remaining 17% equity of Internet harbor to Haoteng investment at a price lower than Dacheng Technology's repurchase price, the transfer price is higher than the net asset price and assessed value per share of Internet harbor, It also covers the liquidated damages payable by Dacheng Technology this time, and the company has realized the equity investment as much as possible.
After careful analysis and judgment, the company believes that there is no situation damaging the interests of the company, and agrees to submit the above-mentioned equity transaction and the two proposals of signing supplementary agreement II with Dacheng Technology to the general meeting of shareholders for deliberation.
1. The parties concerned agree that:
Whereas Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) signed the equity transfer agreement with Haoteng investment on November 24, 2021, which agreed that Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) would transfer 17% equity of interconnection harbor held by Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) to Haoteng investment at the price of 14.5 million yuan. If Haoteng investment pays Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) an accumulated equity transfer payment of 14.5 million yuan and successfully transfers 17% equity of interconnection harbor held by Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) according to the equity transfer agreement, Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) will no longer be investigated for liquidated damages of 13.33 million yuan for Dacheng Technology's failure to acquire 17% equity of the above interconnection harbor from Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) according to Article 4.2 of the original agreement.
If Haoteng investment fails to pay 14.5 million yuan for equity transfer to Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) as agreed in the equity transfer agreement and is overdue for more than 30 days, Dacheng Technology shall still perform its contractual obligations in accordance with articles 4.2 and 14.1 of the original agreement.
2. Agreement on Effectiveness
This supplementary agreement shall be established after being signed or sealed by all parties and shall take effect from the date when the following conditions are met:
(1) The equity transfer agreement between Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) and Haoteng investment takes effect;
(2) The board of directors and the general meeting of shareholders of Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) approve this supplementary agreement.
3、 Reasons for signing supplementary agreement II
1. The performance of Dacheng Technology on the main contents of the original agreement is acceptable. On September 28, 2018, Dacheng technology purchased 34% equity of Internet harbor from the company at a price of RMB 133 million, and Dacheng Technology paid RMB 133 million for equity transfer on schedule. After becoming a shareholder of Internet harbor, on the one hand, Dacheng Technology has assisted its operation and management by providing funds and developing business for Internet harbor, on the other hand, it has been committed to introducing new investors to Internet harbor and solving complex historical problems such as debt and equity between Internet harbor and the company, By providing financial assistance to the Internet harbor, the company assisted the Internet harbor to gradually relieve the company's guarantee liability of RMB 202 million for the Internet harbor, and urged the Internet harbor to give priority to the repayment of the loan to the company (from RMB 127 million to RMB 29 million), so that the company relatively smoothly solved the main debt problem of the Internet harbor and exchanged time for space, Protect the rights and interests of the company. The company will continue to urge Dacheng Technology to continue to assist the stable operation of Internet harbor and assist the company to urge Internet harbor to repay its loans.
2. In order to reduce the company's losses and facilitate the performance of the equity transfer agreement. Although Dacheng technology actively wants to fulfill the agreement of the original agreement, it does not have enough financial support. Based on the above facts, in order to reduce the company's losses and safeguard the company's legitimate interests to the greatest extent, Dacheng Technology assisted in introducing a third-party investment institution Haoteng investment to acquire the remaining 17% equity of Internet harbor held by the company. Considering that the equity and creditor's rights of the company are complex at present, and according to the appraisal report (Kun yuan Ping Bao [2021] No. 801) issued by Kun yuan asset appraisal Co., Ltd., taking September 30, 2021 as the appraisal base date, the appraisal value of all shareholders' equity of the company is -170287134.15 yuan. At this time, the introduction of new investors to acquire the equity of the Internet harbor can help the company get rid of the existing embarrassing situation, better and more convenient to deal with the creditor's rights of the Internet harbor, and the introduction of new investors into the Internet harbor will also play a positive role in the overall operation of the Internet harbor and help improve its operation, which is conducive to the realization of the company's creditor's rights.
In view of the above, in order to protect the interests of the company to the greatest extent, the company agrees to sign supplementary agreement II and submit it to the general meeting of shareholders for deliberation.
4、 Impact of signing supplementary agreement II on the company
1. The signing of supplementary agreement II is conducive to the continued performance of the equity transfer agreement, can strengthen the stability of the Internet harbor management team, ensure its normal operation, and is conducive to the performance of Haoteng investment's purchase of equity.
2. If the equity transfer agreement is successfully performed, the company will obtain equity transfer funds to increase cash flow, which is conducive to the company's business, and can also successfully separate the equity and creditor's rights relationship with internet harbor, which is conducive to the company's claim for creditor's rights from Internet harbor. Based on the creditor's right and debt relationship between the company and the Internet harbor, after the successful introduction of new investors, the Internet harbor can also help it stabilize its operation, enhance the scientificity of business decisions, broaden relevant business channels, which is conducive to its sustainable and stable development, so as to ensure the realization of the creditor's rights and interests of the company.
3. If the equity transfer agreement fails to be performed smoothly, that is, Haoteng investment fails to pay the equity transfer payment of 14.5 million yuan to the company as agreed in the equity transfer agreement, and the delay is more than 30 days, Dacheng Technology shall still perform its contractual obligations in accordance with articles 4.2 and 14.1 of the original agreement.
5、 Documents for future reference
1. Supplementary agreement II between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on equity transfer of Beijing Internet harbor Technology Co., Ltd
2. Notification letter - Haoteng investment
3. Other relevant information
It is hereby announced.
Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) board of directors January 1, 2002
