Securities code: 603227 securities abbreviation: Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) Announcement No.: 2021-085 Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Suspension announcement on planning major asset restructuring
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Reasons for suspension and work arrangement
Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. (hereinafter referred to as “the company” or ” Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) “) is planning a major asset restructuring. The company intends to issue shares and pay cash to purchase part or all of the equity of Xinjiang Yuxiang Populus euphratica Chemical Co., Ltd. (hereinafter referred to as “Yuxiang Populus euphratica”) held by shareholders such as Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd. (hereinafter referred to as “this transaction”), And issue shares to qualified specific investors to raise matching funds. The relevant scheme remains to be further discussed and determined. The counterparty of this transaction, agriculture and animal husbandry investment group, is the controlling shareholder of the company, so this transaction constitutes a related party transaction.
In view of the significant uncertainty in this matter, in order to ensure fair information disclosure, safeguard the interests of investors and avoid significant impact on the company’s share price, according to the relevant provisions of Shanghai Stock Exchange, upon the application of the company, the trading of the company’s shares will be suspended from the opening of the market on Tuesday, January 4, 2022, and the suspension is expected to be no more than 10 trading days. In accordance with the guidelines for suspension and resumption of trading of listed companies on Shanghai Stock Exchange and other relevant provisions, the company will actively promote all work, timely fulfill the obligation of information disclosure, and disclose information that conforms to the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies before the expiration of the suspension period Information on major asset restructuring required by the guidelines for the application of self regulatory rules for listed companies of Shanghai Stock Exchange No. 1 – major asset restructuring, and apply for the resumption of trading of the company’s shares.
2、 Basic information of this transaction
(i) Basic information of transaction object
Name: Xinjiang Yuxiang Populus euphratica Chemical Co., Ltd
Unified social credit Code: 91652924693419305d
Type: other limited liability companies
Legal representative: Tian Yong
Date of establishment: September 17, 2009
Registered capital: RMB 895637600
Registered address: No. 171, Tuanjie South Road, Shaya Town, Shaya County, Aksu Prefecture, Xinjiang
Business scope: general items: fertilizer sales; Sales of agricultural machinery; Agricultural machinery services; Productive waste metal recycling; Housing lease; Lease of land use right; estate management; Labor services (excluding labor dispatch); Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition; Crop straw treatment, processing and utilization services; Landscape engineering construction; Fire technical services; Import and export of goods; Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals). (except for the projects subject to approval according to law, carry out business activities independently according to law with the business license) licensed projects: fertilizer production; Poultry raising; Livestock raising; Production of hazardous chemicals; Operation of hazardous chemicals; Mobile pressure vessel / cylinder filling; Road cargo transportation (excluding dangerous goods). (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
The main business products of the target company mainly include ammonium nitrate, nitro compound fertilizer, melamine, etc.
（2） Basic information of counterparty
The scope of counterparties has not been finalized. The preliminarily determined counterparties include agriculture and animal husbandry investment group. The basic information is as follows:
Name: Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd
Unified social credit Code: 91650100076066313e
Type: other limited liability companies
Legal representative: Kang Jian
Date of establishment: August 30, 2013
Registered capital: 415083659 yuan
Registered address: No. 500 Alishan street, Urumqi Economic Development Zone (Toutunhe District), Xinjiang
Business scope: general items: asset management services invested by self owned funds; Agricultural scientific research and experimental development; Agricultural specialty and auxiliary activities; Fruit planting; Nut planting; Animal Husbandry Specialty and auxiliary activities; Sales of agricultural and sideline products; Sales of building materials; Sales of agricultural machinery; Sales of special equipment for agricultural and sideline food processing; Internet data services; Leasing of computer and communication equipment; Internet sales (except sales of goods requiring license); Internet of things application services; Data processing services; Information consulting services (excluding licensed information consulting services); Non residential real estate leasing; General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); Market management services; Sales of mechanical equipment; Sales of chemical products (excluding licensed chemical products); Fertilizer sales; Agricultural film sales; Wholesale of hardware products; Sales of coal and coal products; Sales of metal materials; Sales of plastic products; Sales of reinforcement products for construction; Sales of electronic products; Wholesale of auto parts; Wire and cable business; Sales of cotton and hemp; Sales of petroleum products (excluding hazardous chemicals); Sales of rubber products; Timber sales; Sales of graphite and carbon products; Sales of high-performance non-ferrous metals and alloy materials; Sales of photovoltaic equipment and components; Sales of special equipment for environmental protection; Animal husbandry and fishery feed sales; Import and export of goods. (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) licensed items: livestock breeding; Real estate development and operation; Breeding livestock and poultry production; Food processing and food production; Food sales. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
（3） Transaction mode
The transaction mode of this transaction is expected to be issuing shares and paying cash to purchase assets, which may involve raising supporting funds. There is still uncertainty in this transaction. The specific transaction mode, counterparty and other schemes shall be subject to the information disclosed in the subsequent announced reorganization plan or reorganization report.
3、 Intention document of this transaction
On December 31, 2021, the company signed the relevant intention agreement on this transaction with the agriculture and animal husbandry investment group, which agreed that the company would purchase 39.5% equity of Populus euphratica held by it from the agriculture and animal husbandry investment group in the form of issuing shares and paying cash.
The above intention agreement is the preliminary intention reached by the relevant parties to this transaction. The specific transaction scheme and relevant terms shall be subject to the formal transaction document separately negotiated and signed by the parties.
4、 Risk tips
The transaction is still in the planning stage, the transaction scope and other transaction schemes are still under negotiation and demonstration, and the parties to the transaction have not signed the formal transaction documents. The transaction still needs to perform the necessary internal decision-making procedures and can be implemented only after being approved by the competent regulatory authority. There is still great uncertainty. Please pay attention to the investment risk.
During the suspension period, the company will timely perform the obligation of information disclosure according to the progress of the matter and in strict accordance with the provisions and requirements of relevant laws and regulations. The company designated the information disclosure website and media as the website of Shanghai Stock Exchange (www.sse. Com.. CN.) And Shanghai Securities News and securities times. The company’s information shall be subject to the announcements published by the company on the above designated websites and media.
5、 Documents for future reference
1. Application for suspension signed by the chairman and stamped with the company’s official seal;
2. Intentional documents signed on this major asset restructuring;
3. Other documents required by Shanghai Stock Exchange.
It is hereby announced.
Board of directors of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. January 4, 2021
