Securities code: Kangda New Materials(Group) Co.Ltd(002669) securities abbreviation: Kangda New Materials(Group) Co.Ltd(002669) Announcement No.: 2022030 Kangda New Materials(Group) Co.Ltd(002669) materials (Group) Co., Ltd
Announcement on signing the supplementary agreement of the conditional effective share subscription agreement with specific objects
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、 Signing of the agreement
Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. (hereinafter referred to as “the company”) plans to issue A-Shares (hereinafter referred to as “the non-public offering”). On October 18, 2021, the company and Tangshan financial holding industry incubator Group Co., Ltd. (hereinafter referred to as “Tangshan financial holding incubator”) signed the share subscription agreement between Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. and Tangshan financial holding industry incubator Group Co., Ltd. on the effectiveness of the conditions attached to the non-public offering of shares. For details, please refer to the announcement on signing conditional and effective share subscription agreement with specific objects and this non-public Development Bank involving related party transactions (Announcement No.: 2021102) disclosed by the company on October 20, 2021.
On March 14, 2022, the company and Tangshan financial holding incubation signed the supplementary agreement between Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. and Tangshan financial holding industry incubator Group Co., Ltd. on the conditional entry into force of non-public development of shares (hereinafter referred to as the supplementary agreement to the share subscription agreement).
The non-public offering of shares has been deliberated and adopted at the 44th meeting of the Fourth Board of directors, the third extraordinary general meeting of shareholders in 2021 and the second meeting of the Fifth Board of directors. The non-public offering plan still needs to be approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
2、 Basic information of subscribers
The subscription object Tangshan financial holding incubation is the controlling shareholder of the company. The basic information is as follows:
Enterprise name: Tangshan financial holding industry incubator Group Co., Ltd
Date of establishment: June 23, 2014
Legal representative: Liu Bingjiang
Company type: other limited liability companies
Unified social credit Code: 91130294398894701e
Registered address: 15 / F, office building, Block E, financial center, Lubei District, Tangshan
Registered capital: 205 million yuan
Business scope: business incubator services; Entrepreneurship consulting; Enterprise management consulting; Enterprise planning; China Conference and exhibition services; Technical consultation, transfer, promotion and development services; Property management services; Scenic spot management services; Tourism resources development. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3、 Summary of the supplementary agreement to the share subscription agreement
(I) signing subject and time of the agreement
Signed by:
Party A: Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
Party B: Tangshan financial holding industry incubator Group Co., Ltd
Signed on: March 14, 2022
(II) main contents
On October 18, 2021, Party A and Party B signed the share subscription agreement between Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. and Tangshan financial holding industry incubator Group Co., Ltd. (hereinafter referred to as the subscription agreement) on the effectiveness of conditions attached to the non-public development of shares. Now, on the basis of equality, voluntariness and good faith, the parties to the agreement, through friendly negotiation, Reach a supplementary agreement on the amendment of relevant terms of the subscription agreement.
Article 1
Item 2 of “whereas” in the subscription agreement reads that “according to the needs of Party A’s business development, Party A plans to issue shares to specific objects in a non-public manner, and the total amount of funds raised shall not exceed 75 million yuan.”
The clause is now revised as “according to the business development needs of Party A, Party A plans to issue shares to specific objects in a non-public manner, and the total amount of funds raised shall not exceed 70 million yuan.”
Article 2
Item 2 of “Article 1 subscription object, subscription amount and method of Party B” in the subscription agreement is that “the total amount of funds raised by Party A in this non-public offering shall not exceed 75 million yuan, and the final amount of issuance shall be based on the total amount of funds raised in this non-public offering (not exceeding 75 million yuan) Divided by the issue price, and not more than 30% of Party A’s total share capital before this non-public offering. “
The clause is now revised as “the total amount of funds raised by Party A in this non-public offering shall not exceed 70 million yuan, and the issue quantity shall be finally determined by dividing the total amount of funds raised in this non-public offering (not more than 70 million yuan) by the issue price, and shall not exceed 30% of Party A’s total share capital before this non-public offering.”
Article 3
Item 2 of “Article 2 issue price and issue quantity of this non-public offering” in the subscription agreement reads that “the total amount of funds to be raised by Party A in this non-public offering is no more than 75 million yuan, and the number of shares in this non-public offering is finally based on the total amount of funds raised by this non-public Development Bank (no more than 75 million yuan) Divided by the issue price and not more than 30% of the total share capital of the company before the issue (i.e. not more than 75747876 shares). ” The clause is now revised as “the total amount of funds to be raised by Party A in this non-public offering is no more than 70 million yuan, and the number of shares in this non-public offering is finally determined by dividing the total amount of funds raised in this non-public offering (no more than 70 million yuan) by the issue price, and no more than 30% of the total share capital of the company before the issuance (i.e. no more than 75747876 shares).”
Article 4
In case of any inconsistency between the provisions of this supplementary agreement and the subscription agreement, the provisions of this supplementary agreement shall prevail. The contents not covered in this supplementary agreement shall still be implemented in accordance with the subscription agreement.
This supplementary agreement is established after being signed and sealed by the legal representatives or authorized representatives of all parties, and takes effect after meeting all the following conditions:
1. This supplementary agreement has been deliberated and adopted by the board of directors of the issuer;
2. The CSRC approved the non-public offering.
Article 5
1. This supplementary agreement shall be governed by and construed in accordance with the laws and regulations of the people’s Republic of China in force. 2. All disputes arising from the execution of or in connection with this supplementary agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, either party may bring a lawsuit to the people’s court where the defendant is located and resolve the dispute through litigation procedures.
Article 6
This supplementary agreement is made in OCTUPLICATE, with Party A and Party B holding one respectively, and the other originals shall be kept by Party A and provided to it in accordance with the requirements of relevant regulatory authorities. Each original has the same legal effect.
4、 Major risk tips
This non-public offering can only be implemented after being approved by the CSRC. There is uncertainty about whether the non-public offering can obtain relevant approval or approval, and there is also uncertainty about the time when the company obtains relevant approval or approval on the above matters.
5、 Documents for future reference:
1. Supplementary agreement between Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. and Tangshan financial holding industry incubator Group Co., Ltd. on the conditional effective share subscription agreement of non-public development shares;
2. Resolution of the second meeting of the 5th board of directors of the company.
It is hereby announced.
Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. board of directors March 15, 2002
