Impulse (Qingdao) Healthtechco.Ltd(002899) ( Impulse (Qingdao) Healthtechco.Ltd(002899) . SZ) announced on April 6 that the company terminated the acquisition of 100% equity of houstfitnesssystems, Inc. (hereinafter referred to as “houst company”), an important customer in the United States. According to the contents of the termination fee agreement signed by both parties, Impulse (Qingdao) Healthtechco.Ltd(002899) needs to pay a termination fee of US $3 million to houst company, about RMB 191271 million Impulse (Qingdao) Healthtechco.Ltd(002899) said that the above-mentioned matters will not have a significant adverse impact on the company’s sustainable operation ability, and the normal business development of both parties has not been actually affected at present.
Impulse (Qingdao) Healthtechco.Ltd(002899) headquartered in Qingdao, Shandong, it was listed on Shenzhen Stock Exchange in September 2017, and the actual controller is Ding Lirong. The company’s main business is to focus on the development, manufacturing, sales and brand operation of all categories and multi Series fitness equipment.
According to the announcement, Impulse (Qingdao) Healthtechco.Ltd(002899) plans to acquire 100% equity of hoist company by paying cash. The two sides signed a memorandum of understanding on this acquisition in January 2021. During the planning and promotion of the acquisition, the company hired legal advisers, audit, evaluation and other intermediaries for the transaction in strict accordance with relevant regulations to carry out comprehensive due diligence on hoist company. Relevant parties demonstrated the acquisition plan in detail and communicated with the counterparty to form a preliminary plan.
The audit and evaluation agency hired by the company officially carried out the audit and evaluation of hoist company on the base date of September 30, 2021. In order to ensure the smooth progress of the audit and evaluation, both parties signed the termination fee agreement in November 2021, which stipulates that the termination date shall not be later than March 31, 2022. If both parties fail to sign the purchase agreement on or before the termination date, Then Impulse (Qingdao) Healthtechco.Ltd(002899) shall immediately pay a termination fee of US $3 million to hoist (except that the negotiation is terminated due to “force majeure”; if it is proved that hoist terminates the negotiation maliciously, hoist shall pay the termination fee).
The announcement said that in view of the long duration of the acquisition and the expiration of the validity period of the evaluation report and audit report involved, it is necessary to re determine the audit and evaluation base date. The re audit and evaluation will lead to great uncertainty in the core terms of the transaction. At the same time, considering the uncertainty of the current international situation, it increases the risk of the international M & A. based on the principle of prudence, In order to effectively safeguard the interests of all shareholders, the company plans to terminate this acquisition.
Impulse (Qingdao) Healthtechco.Ltd(002899) said that due to the inability to complete the signing of the purchase agreement before March 31, 2022 and the company’s intention to terminate the acquisition, according to the contents agreed in the termination fee agreement, the company needs to pay a termination fee of US $3 million. The announcement said that according to the exchange rate on December 31, 2021, it was about 191271 million yuan.
Impulse (Qingdao) Healthtechco.Ltd(002899) said that the above matters would not have a significant adverse impact on the company’s ability to continue operating. At present, the normal business development between the company and hoist company has not been actually affected. The company will actively communicate with the counterparty through various ways, negotiate and determine the appropriate solution to the compensation, ensure the normal cooperation of the follow-up business of both parties and avoid the continuous adverse impact.
