Securities code: Ningxia Zhongyin Cashmere Co.Ltd(000982) securities abbreviation: Ningxia Zhongyin Cashmere Co.Ltd(000982) Announcement No.: 202210
Ningxia Zhongyin Cashmere Co.Ltd(000982)
Announcement on dissolution of Hainan Yuancheng enterprise management partnership (limited partnership)
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.
Ningxia Zhongyin Cashmere Co.Ltd(000982) (hereinafter referred to as “the company”) learned on March 11, 2022 that Hainan Yuancheng enterprise management partnership (limited partnership) (hereinafter referred to as “the partnership”) held an interim partner meeting on March 11, 2022, and all partners unanimously agreed to dissolve the partnership.
According to the stock listing rules of Shenzhen Stock Exchange and relevant laws and regulations, the dissolution of the partnership does not constitute a connected transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
1、 Overview of the partnership
At the 8th meeting of the 8th board of directors held on February 25, 2022, the company deliberated and approved the proposal on the wholly-owned subsidiary joining Hainan Yuancheng enterprise management partnership (limited partnership) and foreign investment by transferring partnership shares, It is agreed that Beijing Junlan Investment Co., Ltd. (hereinafter referred to as “Beijing Junlan”), a wholly-owned subsidiary of the company, intends to transfer the share of 1 million yuan of general partner held by Shi Wenchao, the former general partner of the partnership (not paid in). After the transfer is completed, Beijing Junlan has paid in 1 million yuan to serve as the executive partner and general partner of the partnership. After the industrial and commercial change of the partnership, it plans to sign a creditor’s rights transfer agreement with Zhongrong International Trust Co., Ltd. (hereinafter referred to as “Zhongrong trust”) to receive the trust loan creditor’s rights of malkang Jinxin Mining Co., Ltd. (hereinafter referred to as “Jinxin mining”) enjoyed by Zhongrong trust And the security rights and relevant judicial rights and interests enjoyed by the trust loan creditor’s rights (the specific creditor’s rights are stipulated in the creditor’s rights transfer agreement between the partnership and Zhongrong trust).
The above contents are detailed in the announcement of Ningxia Zhongyin Cashmere Co.Ltd(000982) about wholly-owned subsidiaries joining Hainan Yuancheng enterprise management partnership (limited partnership) and foreign investment by transferring partnership shares (Announcement No.: 202208) issued by the company on the designated information disclosure media on February 26, 2022.
After the board of directors deliberated and approved the transfer of partnership shares, each partner held a partner meeting and signed the partnership agreement, and has completed the industrial and commercial change registration and obtained the changed business license. The industrial and commercial registration information after the change is as follows:
Enterprise name: Hainan Yuancheng enterprise management partnership (limited partnership)
Unified credit Code: 91460300maa965a70h
Nature of enterprise: limited partnership
Executive partner: Beijing Junlan Investment Co., Ltd. (appointed representative: Liu Jingjin)
Date of establishment: November 22, 2021
Term of partnership: November 22, 2021 to November 22, 2041
Main business premises: room d432, office building 2, bonded port area, Xinying Bay, Yangpu Economic Development Zone, Hainan Province
Business scope: general items: enterprise management consulting and information consulting services (excluding licensing information consulting services); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Socio economic advisory services; Supply chain management services (except for licensed business, it can independently operate projects that are not prohibited or restricted by laws and regulations)
The partners of the partnership and their capital contributions are as follows:
Serial number partner name partner type subscribed capital contribution proportion capital contribution
Or name (10000 yuan)
1 Beijing Junlan investment general partner 100 0.17% unpaid
limited company
2. Guangzhou Guocheng Deyuan Co., Ltd. 1500025.00% unpaid
limited company
3. Chengdu Chongxin Xinda Co., Ltd. 1750029.17% unpaid
Industrial Co., Ltd
4 Liu Haobo limited partner 2740045.67% not paid in
Total 6 Shenzhen Ecobeauty Co.Ltd(000010) 0% unpaid
2、 Reasons for the dissolution of the partnership
The purpose of the partnership is to acquire the principal creditor’s rights of the trust loan under the trust loan contract signed between Zhongrong trust and Jinxin mining, as well as the security rights and relevant judicial rights and interests of the principal creditor’s rights of the trust loan (the specific creditor’s rights are agreed in the creditor’s rights transfer agreement between the partnership and Zhongrong trust, hereinafter referred to as the “subject creditor’s rights”). Due to the dispute of the subject creditor’s rights and the change of the conditions for the transfer of the subject creditor’s rights, there is significant uncertainty in the realization of the partnership purpose of the partnership. All partners agree that the partnership will terminate the transfer of the subject creditor’s rights. The paid in capital contribution obligations that have not been fulfilled under the partnership agreement of the partnership will not be fulfilled. In addition to the liquidation matters agreed in the partnership agreement, the partnership will not carry out any other business, and entrust the executive partner Beijing Junlan to handle matters related to the dissolution and liquidation of the partnership according to the partnership agreement.
3、 Impact of the dissolution of the partnership on the company
The partners’ meeting decides that the paid in capital contribution obligations that have not been fulfilled under the partnership agreement of the partnership enterprise will no longer be fulfilled; Neither party of the partnership shall bear any cost, compensation or debt to the other party in connection with the partnership agreement, nor shall it have the right to claim any claim or claim against any party. Beijing Junlan, the executive partner of the partnership, will be entrusted to handle the dissolution, liquidation, cancellation and other matters of the partnership in accordance with relevant agreements. The expenses arising from the liquidation of the partnership shall be borne by the partnership in accordance with Article 45 of the partnership agreement.
The dissolution of the partnership will not have a substantial impact on the company’s normal production and operation and subsequent development. The termination does not involve personnel resettlement, will not have an adverse impact on the company’s financial and operating conditions, and will not damage the interests of the company and shareholders, especially small and medium-sized shareholders.
Http://www.cninfo.com.cn info. com. cn. And China Securities News, Shanghai Securities News, securities times and Securities Daily are the information disclosure media designated by the company. All information of the company shall be subject to the information published in the above designated media. Please pay attention to the risks.
4、 Documents for future reference:
1. Business license and change registration data of Hainan Yuancheng enterprise management partnership (limited partnership).
2. Resolution of the interim partners’ meeting of Hainan Yuancheng enterprise management partnership (limited partnership).
It is hereby announced.
Ningxia Zhongyin Cashmere Co.Ltd(000982) board of directors
March 12, 2002
