Securities code: Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) securities abbreviation: Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) Announcement No.: pro 2022024 Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526)
Announcement on absorption and merger of wholly owned subsidiaries
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、 Overview
In order to promote resource sharing, business collaboration and improve operation efficiency, Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) (hereinafter referred to as “the company” or “the company”) plans to absorb and merge Zhejiang Feida Environmental Engineering Co., Ltd. (hereinafter referred to as “Feida environment”), a wholly-owned subsidiary, and authorizes the company’s management to handle all matters related to the absorption and merger (including but not limited to signing relevant agreements, asset delivery, industrial and commercial and tax registration, etc.). After the merger, the company will continue to operate, the company’s name and registered capital will remain unchanged, and fida environment’s independent legal personality will be cancelled.
The merger has been deliberated and approved at the 7th Meeting of the 8th board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the merging parties
1. Merging party: Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526)
Enterprise type: other joint stock limited companies (listed)
Registered address: No. 88, Wangyun Road, Zhuji City, Zhejiang Province
Legal representative: Wu Dongming
Registered capital: 547404672 yuan
Business scope: general items: manufacturing of special equipment for environmental protection; Dust removal technology and equipment manufacturing; Manufacturing of coal-fired flue gas desulfurization and denitration equipment; Manufacturing of domestic waste treatment equipment; Manufacturing of soil and site remediation equipment; Manufacturing of sludge treatment equipment; Manufacturing of waste carbon fiber composite material treatment equipment; Metal structure manufacturing; Manufacturing of power transmission and distribution and control equipment; Manufacturing of mechanical and electrical equipment; Research and development of motor and its control system; Repair of special equipment; Electrical equipment repair; Sewage treatment and recycling; Sales of high-quality special steel materials; Retail of hardware products; Grain and oil storage services; Mechanical equipment leasing; Information consulting services (excluding licensed information consulting services); Environmental protection consulting services; Environmental protection monitoring; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Industrial design services; Air pollution prevention and control services; Air pollution control; Water environment pollution prevention and control services; Water pollution control; Solid waste treatment; Soil pollution control and remediation services; Environmental emergency management services; General equipment manufacturing (excluding special equipment manufacturing); Engaging in investment activities with its own funds; Material handling equipment manufacturing; Import and export of goods; Technology import and export; Import and export agency (except for the items that must be approved according to law, carry out business activities independently according to law with the business license). Licensed items: special equipment manufacturing; 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, and the specific business projects shall be subject to the approval results).
2. Merged party: Zhejiang Feida Environmental Engineering Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: No. 88, Wangyun Road, Zhuji City
Legal representative: Xu Quanan
Registered capital: 10 million yuan
Business scope: design, manufacture, installation and sales of dust remover, desulfurization and denitration equipment, pneumatic conveying equipment and other environmental protection equipment.
Feida environment is a wholly-owned subsidiary of the company, and its leading products are dust collectors, pneumatic conveying equipment and other environmental protection spare parts.
According to the audit, the total assets of fida environment at the end of 2021 were 579997 million yuan and the net assets were -5.19 million yuan; In 2021, the operating income was 141283 million yuan and the net profit was -6.1226 million yuan.
3、 Main contents of the merger agreement
Party A: Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) (hereinafter referred to as Party A)
Party B: Zhejiang Feida Environmental Engineering Co., Ltd. (hereinafter referred to as Party B)
1. Party A and Party B agree to implement absorption and merger. The base date of absorption and merger is December 31, 2021. Party A continues to exist after absorbing Party B, the name of Party A remains unchanged, and Party B is dissolved and cancelled.
2. After the merger of Party A and Party B, the registered capital of the surviving company Party A is RMB 547404672, that is, the registered capital of Party A remains unchanged after the merger.
3. Party A and Party B shall complete the merger and all industrial and commercial changes related to the merger before December 31, 2022. However, if the merger procedures cannot be completed before that date, Party A and Party B may sign a supplementary agreement to extend the processing time limit.
4. All properties, rights and obligations of Party A and Party B from the date of completing the merger and completing all industrial and commercial change procedures related to the merger shall be unconditionally borne by Party A, all debts of Party B shall be borne by Party A, and the creditor’s rights shall be enjoyed by Party A.
5. The obligation to inform the creditor’s rights and debtors related to this merger shall be implemented in accordance with Article 173 of the company law.
6. Party A has the right to require Party B to completely hand over all assets and relevant documents to Party A. the above documents include but are not limited to: property right certificate, various accounts, account books, equipment technical data, etc.
7. The third-party intermediary institution related to this absorption and merger shall be employed by Party A and bear the relevant expenses. 8. After the signing of this agreement, both parties shall handle the change registration, transfer and other acceptance procedures of Party B’s assets with this agreement, and the relevant expenses and taxes shall be borne by Party A.
9. From the effective date of this agreement to the merger date, Party B shall continue to manage its business with the duty of care of a good manager. However, Party A’s written consent shall be obtained for the disposal of assets and the payment of more than 1000 yuan of obligations. 10. All management personnel and employees of Party B will naturally become employees of Party A after the merger. Individual replacement workers are not included.
11. This Agreement shall take effect from the date when the legal representatives / authorized representatives of Party A and Party B sign and affix their official seals. 12. In case of any matters not covered in this agreement, Party A and Party B shall sign a supplementary agreement after negotiation, which has the same legal effect.
4、 Purpose of this merger and its impact on the company
1. Feida environment is a wholly-owned subsidiary of the company, and its financial statements are included in the scope of the company’s consolidated statements. This merger does not involve changes in the company’s share capital structure and registered capital, and will not have a significant impact on the company’s financial situation.
2. This absorption and merger will help the company better share resources, coordinate operations, expand the market and systematically serve customers, and help the company further reduce costs, increase efficiency and optimize the governance structure.
It is hereby announced.
Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) board of directors
April 1, 2022
