Securities code: 000007 securities abbreviation: * ST new Announcement No.: 2021-097 Shenzhen Quanxinhao Co.Ltd(000007)
About signing the performance contract
<股票质押合同>
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、 Event overview
Shenzhen Quanxinhao Co.Ltd(000007) (hereinafter referred to as “the company”, “listed company” or “xinxinhao”) recently signed the agreement on performance with Beijing Hongjun Asset Management Co., Ltd. (hereinafter referred to as “Beijing Hongjun”)
<股票质押合同>
Agreement on relevant arrangements (hereinafter referred to as the “agreement”). The agreement stipulates that the performance of the stock pledge contract signed by Beijing Hongjun and Hanfu holdings in the early stage (see the announcement on the progress of shareholders’ commitment performance (Announcement No.: 2020-082) disclosed by the company on November 5, 2020 for details).
2、 Main contents of the agreement
Party A: Beijing Hongjun
Party B: brand new
Whereas:
1. Party a Beijing Hongjun and Hanfu holdings signed two share transfer agreements on February 7, 2018 and May 4, 2018. In order to guarantee the performance of the agreement, both parties subsequently signed the stock pledge contract between Hanfu Holdings Co., Ltd. and Beijing Hongjun Asset Management Co., Ltd. (hereinafter referred to as the stock pledge contract), And has completed the registration and filing with China Securities Depository and Clearing Co., Ltd.
2、 Article 1.2 of the above stock pledge contract: “The principal creditor’s rights guaranteed by this contract are all creditor’s rights enjoyed by the creditor against the debtor according to the principal contract, including but not limited to the amount (if any) that the creditor requires the debtor to pay Xinhao all the direct economic losses suffered by Xinhao due to the above four litigation and Arbitration cases involving Wu Haimeng and Xie Chuan And pay the remaining amount of the balance of 159 million yuan of the share transfer payment to the creditor, and the creditor has the right to require the debtor to pay 363 million yuan and 78543367.70 yuan Article 4.1 stipulates that “the pledge guarantee scope of this contract is all the debts of the debtor under the main contract, including but not limited to the amount (if any) that the creditor requires the debtor to pay Xinhao all the direct economic losses suffered by Xinhao due to the above four litigation and arbitration cases of Wu Haimeng and Xie Chuan according to the main contract , the creditor has the right to demand the debtor to pay 363 million yuan and 78543367.70 yuan. According to the above agreement, Party A is the Pledgee of the stock pledge contract.
In view of this, the parties have reached the following agreement on relevant matters through friendly negotiation:
(i) Party B shall convene a general meeting of shareholders before February 28, 2022 to complete the re-election of the new board of directors in accordance with relevant laws, regulations, normative documents and the articles of association of the listed company.
Before completing the above re-election of the board of directors, Party B promises not to set any other rights such as mortgage and pledge on the third party with Party B’s important assets; Nor shall they dispose of assets without reasonable commercial purposes, provide external guarantees, invest abroad, increase debts or give up creditor’s rights, assume major obligations, etc.
（2） After Party B completes the agreement in Article 1 of this agreement, Party A, as the Pledgee of the stock pledge contract, enjoys the pledge right of 45000127 shares of Pledged Shares under the stock pledge contract.
（3） If Hanfu holdings fails to fulfill its debt to Xinhao as of November 30, 2022, Xinhao company may directly apply to the court for compulsory enforcement of the Pledged Shares, and all parties agree to dispose of the proceeds from the auction of the Pledged Shares in accordance with the distribution procedures implemented by the court.
Party A agrees and grants Party B the right of distribution with an amount of no less than 80 million yuan, and agrees to pay the execution proceeds directly from the court account to Party B.
（4） If the court fails to pay the execution money to Party B’s account or the total amount of execution money paid to Party B is less than 80 million yuan after Party A executes the shares in accordance with legal procedures. Party A agrees to make up the difference of less than 80 million yuan to Party B within 10 working days from the date of receiving the execution payment, with the total amount of execution payment received by Party A as the upper limit (deducting execution fees, legal fees, lawyer fees and other expenses).
（5） Party B’s signing of this agreement has obtained the consent and authorization of its internal competent authority, and complies with the provisions of its articles of association, rules, regulations or other applicable documents. At the same time, Party B has also taken all legal and effective measures and obtained all necessary approvals, consents or exemptions, The relevant contents agreed in this Agreement do not violate any agreement or provision in any legally binding contract or commitment or other applicable legal documents.
（6） Party B guarantees to provide various documents and materials required to complete the matters agreed in this agreement, and handle corresponding information disclosure and other procedures.
（7） If either party violates this agreement, the observant party has the right to unilaterally terminate this agreement.
（8） Effective conditions
After the establishment of this agreement, according to Article 1 of this agreement, after Party B completes the re-election of the board of directors, based on the confidence of more than half of the elected members of the board of directors, Party A shall issue a written document within 5 working days from the date of announcement of the resolution of the general meeting of shareholders elected by the board of directors to confirm whether this agreement is officially effective.
This Agreement shall come into force after Party A issues a clear written confirmation document.
3、 Impact on the company and risk tips
The signing of the agreement has no impact on the daily operation of the company. Since the relevant provisions of the agreement are in the form of conditional entry into force, although both parties have good performance ability, there is still uncertainty about whether they will perform the agreement in the end. If both parties finally perform the contract normally, the impact of relevant compensation amount on finance is also uncertain, and the final opinion of the annual audit accountant shall prevail. If the performance of both parties leads to changes in the actual controller and controlling shareholder of the listed company, the company will timely perform the obligation of information disclosure in strict accordance with relevant laws and regulations.
The information disclosure media designated by the company are securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN.), All information of the company is subject to the information published in the above designated media. Please pay attention to the investment risks.
It is hereby announced
Shenzhen Quanxinhao Co.Ltd(000007)
Board of directors
December 31, 2021
