Securities code: 002560 securities abbreviation: Henan Tong-Da Cable Co.Ltd(002560) Announcement No.: 2021-093 Henan Tong-Da Cable Co.Ltd(002560)
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、 Transaction overview
1. Henan Tong-Da Cable Co.Ltd(002560) (hereinafter referred to as ” Henan Tong-Da Cable Co.Ltd(002560) “, “the company” and “the company”) holds 60% equity of Luoyang Wanfu microfinance Co., Ltd. (hereinafter referred to as “Luoyang Wanfu”). On December 21, 2020, after deliberation and approval by the general manager’s office meeting of the company, it was decided to transfer 25% of the equity of Luoyang Wanfu held by the company to Luoyang Jinyun Industry Co., Ltd. (hereinafter referred to as “Jinyun industry”) on the basis of the 2020 net assets of Luoyang Wanfu audited by an audit institution qualified to perform securities and futures related business. After the equity transfer, the company holds 35% of the equity of Luoyang Wanfu. Luoyang Wanfu has become a participating subsidiary of the company and is no longer included in the scope of the company’s consolidated statements.
2. The transaction has been deliberated and approved by the general manager’s office meeting of the company. According to the calculation of the audited total assets and net assets of Luoyang Wanfu in 2020, the transaction does not meet the standards required to be submitted to the board of directors or the general meeting of shareholders for approval in accordance with the stock listing rules of Shenzhen Stock Exchange, the articles of association and other laws and regulations. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
3. On December 21, 2020, the company signed the equity transfer agreement with Jinyun industry. The transaction shall be subject to the approval of the competent government department before equity delivery and industrial and commercial change registration.
2、 Transaction progress
1. The company received the down payment of RMB 10 million and the second payment of RMB 12.95338675 million from Jinyun industry on January 20, 2021 and August 3, 2021, respectively.
For details, please refer to the company’s website on cninfo (www.cn. Info. Com.. CN.) on January 21, 2021 and August 5, 2021 respectively The progress announcement on the transfer of equity of Luoyang Wanfu microfinance Co., Ltd. (Announcement No.: 2021-005) and the progress announcement on the transfer of equity of Luoyang Wanfu microfinance Co., Ltd. (Announcement No.: 2021-064) disclosed.
2. According to the equity transfer agreement, the remaining amount of equity transfer shall be paid by Luoyang Jinyun Industrial Co., Ltd. before December 31, 2021. As of December 31, 2021, the company has received a total equity transfer payment of 31.90677349 million yuan from Jinyun industry, and the remaining equity transfer payment of 14 million yuan has not been paid.
3. On December 31, 2021, the company received the letter of commitment issued by Jinyun industry, applied for and promised to pay the remaining equity transfer of RMB 14 million before January 31, 2022.
3、 Basic information of the promisor
Full name: Luoyang Jinyun Industrial Co., Ltd
Unified social credit Code: 91410381565128597p
Company type: limited liability company (invested or controlled by natural person)
Address: huilongwan village, Gu County town, Yanshi City
Legal representative: Zhang shuaiqi
Registered capital: 50 million yuan
Date of establishment: November 19, 2010
Business scope: production and sales of general parts, vehicle parts, railway parts, power equipment parts, ship and aerospace equipment parts; Processing and sales of wire and cable, aluminum wire, copper wire, plastic particles, rubber particles, PVC cable materials and PE cable materials; Sales of aluminum ingots, aluminum rods, chlorinated paraffin, PVC resin powder and coal (excluding storage); Planting and sales of flowers and trees; Operate the export business of the enterprise’s own products and technologies and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise (except for the commodities and technologies limited or prohibited by the state).
Upon inquiry, Jinyun industry is not a dishonest executee.
4、 Main contents of letter of commitment
According to the equity transfer agreement, Jinyun industry needs to pay 4590677349 yuan of equity transfer to Henan Tong-Da Cable Co.Ltd(002560) before December 31, 2021. As of December 31, 2021, Jinyun industry has actually paid 3190.677349 yuan of equity transfer to Henan Tong-Da Cable Co.Ltd(002560) , and the remaining 14 million yuan of equity transfer has not been paid to the company.
Due to the temporary shortage of capital flow at the end of the year, Jinyun industry hereby applies to Henan Tong-Da Cable Co.Ltd(002560) for an extension of the remaining equity transfer payment of 14 million yuan originally agreed to be paid before December 31, 2021 to January 31, 2022.
If Jinyun industry still fails to pay the remaining equity transfer amount in full on January 31, 2022, Henan Tong-Da Cable Co.Ltd(002560) has the right to charge additional penalty interest. The amount of penalty interest is calculated according to the actual deferred unpaid amount and with reference to the one-year loan benchmark interest rate of financial institutions.
5、 Risk tips and other instructions
Jinyun industry is in good operating condition at present. It has the ability to pay the remaining equity transfer to the company and has issued a commitment for the above payment. The risk of default is limited, but the risk of failure to fulfill the commitment due to force majeure is not excluded.
The follow-up company will continue to pay attention to the operation and payment progress of Jinyun industry, and timely take appropriate measures according to the actual situation to protect the legitimate rights and interests of listed companies and investors. The company will maintain good communication with Jinyun industry and timely perform the obligation of information disclosure in strict accordance with relevant regulations.
6、 Documents for future reference
Letter of commitment
It is hereby announced.
Henan Tong-Da Cable Co.Ltd(002560) board of directors January 4, 2002
