Securities code: 002667 securities abbreviation: Anshan Heavy Duty Mining Machinery Co.Ltd(002667) Announcement No.: 2022-002
Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Announcement on termination of equity acquisition intention agreement
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.
Important content tips:
1. Transaction overview: Anshan Heavy Duty Mining Machinery Co.Ltd(002667) (hereinafter referred to as “the company”) and Gongqingcheng Qiangqiang investment partnership (limited partnership) (hereinafter referred to as “Qiangqiang investment”) Jiangxi Yifeng Tong\’an mineral products development Co., Ltd. (hereinafter referred to as “Jiangxi Tong\’an”) and other parties recently signed the termination agreement of cash purchase intention agreement on the acquisition of no less than 51% equity of Jiangxi Tong\’an with their own funds.
2. This matter has been deliberated and approved at the 18th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors held on January 9, 2022, and needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Event overview
The company held the 6th meeting of the 6th board of directors on June 16, 2021, deliberated and passed the proposal on signing the equity acquisition intention agreement and related party transactions, and the company signed the cash purchase intention agreement with Jiangxi Tong\’an (hereinafter referred to as the “intention agreement”). The company plans to acquire no less than 51% equity of Jiangxi Xingli Technology Co., Ltd. with its own funds.
On August 5, 2021, the company held the 11th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors, deliberated and adopted the proposal on signing the equity acquisition intention agreement and related party transactions. The company and Qiangqiang investment, Jiangxi Tong\’an, Zhang qiangliang Zhang Hongbin and other parties signed the agreement on intention to purchase assets with cash, hereinafter referred to as the “new intention agreement”). The company plans to acquire no less than 51% equity of Jiangxi Tong\’an with its own funds.
For details, please refer to the disclosure on cninfo.com on June 17, 2021 and August 6, 2021（ http://www.cn.info.com.cn. ）And relevant announcements of the securities times and China Securities Journal. Qiangqiang investment is a shareholder holding more than 5% of the company’s shares. According to the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, the above transactions constitute related party transactions. However, it does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
The termination agreement of the agreement on intention to purchase assets by cash signed between the company and Qiangqiang investment and other parties has been deliberated and adopted at the 18th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors held on January 9, 2022, and needs to be submitted to the general meeting of shareholders for deliberation. The related persons interested in the related transaction will avoid voting.
2、 Reasons for termination of this transaction
After the signing of the new intent agreement, the company has hired professional intermediaries to carry out due diligence, audit, evaluation and other related work on the target company, maintained active communication with the counterparty and the target company during the period, and conducted several rounds of negotiation and negotiation on the formal agreement. Due to the large fluctuation of raw ore price and external macro environment during the negotiation, both parties to the transaction have always been unable to reach an agreement on the final purchase price. At the same time, there are also substantial obstacles to the signing of a formal agreement because all the preconditions that must be met for the signing of a formal agreement are not yet available. Based on the above circumstances, both parties decide to terminate this transaction.
On January 8, 2022, the parties signed the termination agreement of the agreement of intent to purchase assets with cash, the main contents are as follows: Party A: Anshan Heavy Duty Mining Machinery Co.Ltd(002667) Party B: Gongqingcheng Qiangqiang investment partnership (limited partnership) Party C: Jiangxi Yifeng Tongan mineral products development Co., Ltd. Party D:
Ding Fangyi: Zhang qiangliang
Ding Fanger: Zhang Hongbin
In this agreement, the above signatories are hereinafter referred to individually as a “party” and collectively as the “parties”; The signatories listed under Party D above are hereinafter collectively referred to as “Party D parties”, individually referred to as “Party D I and Party D II”; Party B, Party C and Party D are collectively referred to as “guarantor”. Whereas:
1. The parties have signed the agreement of intent to purchase assets in cash on August 5, 2021, which stipulates that Party A or the wholly-owned subsidiary designated by Party A (hereinafter referred to as “party a”) intends to purchase the target company held by Party B by paying cash to Party B
51% equity (hereinafter referred to as “target equity”), after the acquisition, the target company will become a holding subsidiary of Party A (hereinafter referred to as “this transaction”). 2. After the agreement on intention to purchase assets by cash came into force, Party A has paid Party B a deposit of 58 million yuan (in words fifty-eight million yuan) for equity transfer in accordance with the agreement. (I) arrangement after termination 1.1 all parties agree to terminate the original agreement from the effective date of this termination agreement. (“original agreement” refers to a series of legal texts including the agreement on intention to purchase assets in cash signed by all parties and authorized representatives under this acquisition). 1.2 all parties agree that Party B shall return the deposit paid by Party A of RMB 58 million. If it is returned within twenty-five (25) working days from the date of termination of the original agreement, Party B is not required to pay interest to Party A. if it is returned beyond such time limit, Party B shall calculate the interest according to the market quotation rate (LPR) of the one-year loan in the same period published by the national interbank lending center authorized by the people’s Bank of China at the time of termination of the original agreement and the actual use days of the Fund (calculated to the date when Party B pays the refundable amount in full, 365 days a year), but the return time shall not be later than March 31, 2022. Otherwise, for each overdue day, Party B shall pay liquidated damages to Party A according to the standard of 0.03% of the unpaid amount payable until all the amounts are paid off. In addition, each party does not have any creditor’s right and debt relationship related to the performance of the original agreement. 1.3 Party A’s collection account information is:
Account Name: Zaiyi new materials Co., Ltd
Bank account No.:***************
Deposit bank: Bank Of Communications Co.Ltd(601328) ********* 1.4 all parties agree that in order to guarantee Party B’s performance of all obligations under this agreement, Party D is willing to pledge 49% of the equity of the subject company held by Party D to Party A to provide pledge guarantee, and within two (2) working days from the effective date of this agreement, Sign the equity pledge agreement and go through the corresponding pledge registration procedures in the market supervision and administration department. Party A shall, no later than the next day after the completion of the above equity pledge registration, release the pledge guarantee of 51% equity of the subject company held by Party B to Party A based on the original agreement. Within 2 working days after Party B completes all obligations under this agreement, Party A shall lift the pledge of 49% equity of the subject company held by Party D and cooperate with Party D in handling relevant procedures for lifting the pledge.
1.5 the parties confirm that this agreement is their true intention.
After the termination of the original agreement, the confidentiality provisions in the original agreement shall continue to be valid and shall still be observed by all parties. 1.6 this Agreement constitutes the entire agreement between the parties on the matters under this agreement, and merges, cancels and replaces all previous or contemporaneous agreements, commitments, arrangements, documents and exchanges (whether written or oral) between the parties to this agreement. (II) Notice
2.1 each party guarantees that the contact address and telephone number recorded in this contract are true and valid. Notices related to the performance of this Agreement shall be submitted to the other party’s address and e-mail under this agreement in the form of mail, personal service, e-mail, etc. The mail shall be deemed to have been delivered on the second day after it is sent. If either party changes its service address, it shall be served in the manner agreed in this article. If any other party changes its contact number, it shall notify the other party in writing on the date of change. If the changed party fails to perform the notification obligation, resulting in failure to deliver, it shall bear corresponding legal liabilities. (III) dispute settlement 3.1 if any dispute arising from the signing and performance of this agreement cannot be settled through friendly negotiation, either party has the right to bring a lawsuit to the people’s court where the plaintiff is located. Reasonable expenses such as lawyer’s fees and arbitration fees arising from the litigation shall be borne by the losing party. (IV) other matters 4.1 this Agreement shall be established after being signed by all parties and shall come into force after all the following conditions are met:
(1) The board of directors and the general meeting of shareholders of Party A (if necessary) shall review and approve the termination plan and relevant agreements of this transaction in accordance with the articles of association of Party A and the provisions of current laws, regulations and normative documents.
(2) Approve matters related to the termination of this transaction (if necessary) III. impact of the termination of this transaction on the company
The company will actively follow up the return of equity transfer deposit after the termination of this contract, and timely perform the obligation of information disclosure in accordance with relevant regulations. The company’s termination of this acquisition will not have a significant impact on the company’s financial and operating conditions, and there is no situation damaging the interests of the company and shareholders. The company will actively seek new profit growth points, promote the sustainable and healthy development of the company and enhance the comprehensive competitive strength of the company. 4、 Documents for future reference
(1) Resolutions of the 18th meeting of the 6th board of directors of the company;
(2) Resolutions of the 15th meeting of the 6th board of supervisors of the company;
(3) . prior approval opinions of independent directors on relevant matters of the 18th meeting of the sixth board of directors;
(4) Independent opinions of independent directors on matters related to the 18th meeting of the 6th board of directors. (5) . termination agreement of agreement on intention to purchase assets with cash.
It is hereby announced
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) board of directors January 9, 2022
