Securities code: 002009 securities abbreviation: Miracle Automation Engineering Co.Ltd(002009) Announcement No.: 2022-001
Miracle Automation Engineering Co.Ltd(002009)
Announcement on the progress of share repurchase and related party transactions of participating companies
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.
Special risk tips:
1. As of the disclosure date of this announcement, Shenzhen Qiantai Energy Regeneration Technology Co., Ltd. (hereinafter referred to as “Shenzhen qiantai”) has returned the principal and interest of financial assistance totaling 17.3378 million yuan, paid a total of 63 million yuan for equity repurchase, and has not paid 98 million yuan for equity repurchase.
2. Shenzhen qiantai and Jiangsu Tianqi circular economy industry Investment Co., Ltd. (hereinafter referred to as “Tianqi circular industry investment”), a wholly-owned subsidiary of the company, recently signed the equity pledge contract. Shenzhen qiantai pledged its 9% equity and derived income of Shenzhen Shenshan special cooperation zone Qiantai Technology Co., Ltd. (hereinafter referred to as “qiantai technology Shenshan”) to Tianqi circular industry investment, The outstanding obligations under the Shenzhen Taiqian equity repurchase agreement.
3. Both parties intend to discuss feasible solutions and sign relevant agreements on the payment of the remaining equity repurchase funds. The company will perform the necessary review procedures according to the specific progress and timely disclose the progress announcement. Please pay attention to investment risks.
1、 Transaction overview
Miracle Automation Engineering Co.Ltd(002009) (hereinafter referred to as “the company”) convened the 23rd Meeting of the seventh board of directors on August 21, 2020 and the second extraordinary general meeting of shareholders in 2020 on September 18, 2020, which deliberated and adopted the proposal on Shenzhen qiantai’s share repurchase and related party transactions, It is agreed that Shenzhen qiantai will repurchase 51% of the equity of Shenzhen qiantai held by Tianqi circular industrial investment at a consideration of 161 million yuan (hereinafter referred to as the “repurchase transaction”), and release the rights and obligations of all parties agreed in the original equity transfer and capital increase agreement after meeting the relevant conditions.
(for details, please refer to securities times, Shanghai Securities News and cninfo.com on August 25, 2020 and September 19, 2020.) http://www.cn.info.com..cn. Announcement on share repurchase and related party transactions of participating companies, announcement on the resolution of the 23rd Meeting of the seventh board of directors and announcement on the resolution of the second extraordinary general meeting of shareholders in 2020)
2、 Progress
As of the disclosure date of this announcement, Shenzhen qiantai has returned the principal and interest of financial assistance totaling 17.3378 million yuan, paid a total of 63 million yuan for equity repurchase, and has not paid 98 million yuan for equity repurchase.
(for details, please refer to securities times, Shanghai Securities News and cninfo.com published by the company on December 22, 2020, December 31, 2020 and August 2, 2021 respectively http://www.cn.info.com..cn. Announcement on progress of share repurchase and related party transactions of participating companies)
On December 31, 2021, Shenzhen qiantai signed the equity pledge contract with Tianqi circular industrial investment. Shenzhen qiantai pledged its 9% equity and derivative income of Qiantai Technology Shenzhen Shantou to Tianqi circular industrial investment, providing guarantee for its unpaid equity repurchase amount of 98 million yuan and interest, and other relevant obligations that should be performed but not completed, The pledge guarantee period is two years from the maturity date of the above debt (hereinafter referred to as “this equity pledge”). If Shenzhen qiantai fails to handle the pledge procedures as agreed in the equity pledge contract or other violations of the contract, Tianqi circular asset investment has the right to dispose of the pledged equity and its derivative income.
3、 Reasons for Shenzhen qiantai’s failure to fulfill the repurchase agreement as scheduled
Tianqi circular industrial investment has issued official letters to Shenzhen qiantai on March 31, 2021 and September 30, 2021, respectively, requiring it to strictly perform the payment obligations agreed in the equity repurchase agreement.
According to the equity repurchase agreement of Shenzhen qiantai energy renewable technology Co., Ltd. (hereinafter referred to as the “equity repurchase agreement”) signed by all parties, Shenzhen qiantai undertakes that, Strictly perform the investment agreement on Shenzhen Shenzhen Shenzhen Shantou Special Cooperation Zone Qiantai Technology Co., Ltd. (hereinafter referred to as the “investment agreement”) signed with Shenzhen Shenzhen Expressway Company Limited(600548) infrastructure Environmental Protection Development Co., Ltd. (hereinafter referred to as “infrastructure”) to ensure that Shenzhen Expressway Company Limited(600548) infrastructure performs its payment obligations in the investment agreement, So as to protect the interests of Tianqi circular industrial investment in the equity repurchase agreement. During the performance of the above investment agreement, Shenzhen qiantai failed to perform the corresponding obligations as agreed in the agreement, resulting in the failure to achieve the payment terms of Shenzhen Expressway Company Limited(600548) infrastructure, and Shenzhen qiantai failed to raise sufficient funds during the agreed period. As of the disclosure date of this announcement, Shenzhen qiantai still needs to pay an equity repurchase amount of 98 million yuan.
4、 Risk tips
1. Since the disclosure of this repurchase transaction, the company and its subsidiary Tianqi circular industrial investment have actively urged Shenzhen qiantai to seek various ways to pay the equity repurchase as soon as possible. This equity pledge is the guarantee provided by Shenzhen qiantai to Tianqi circular industrial investment for its outstanding equity repurchase transaction. As of the disclosure date of this announcement, Tianqi circular industrial investment has reached a preliminary consensus with Shenzhen qiantai. The two sides intend to discuss feasible solutions and sign relevant agreements on the payment of the remaining equity repurchase funds. The company will perform necessary review procedures according to the specific progress and timely disclose the progress announcement.
2. As of the date of disclosure of this announcement, the company has not found any relevant circumstances that may lead to the termination of this repurchase transaction or the substantive change of this repurchase transaction.
3. The company solemnly reminds investors that the information disclosure media designated by the company are securities times, Shanghai Securities News and cninfo（ http://www.cn.info.com..cn. ）, all information of the company shall be subject to the information published in the above designated media. The company will conscientiously perform the obligation of information disclosure and do a good job of information disclosure in a timely manner in strict accordance with the provisions and requirements of relevant laws and regulations. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Miracle Automation Engineering Co.Ltd(002009) board of directors January 1, 2022
