Securities code: 301068 securities abbreviation: Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) Announcement No.: 2022-001 Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Suspension announcement on planning major asset restructuring
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、 Reasons for suspension and work arrangement
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as "the company") is planning a major asset restructuring and plans to purchase Tang Weizhong, Hangzhou Jiuyin enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Jiuyin partnership"), Zhang Jielai Part or all of the equity of Zhejiang huge environment Co., Ltd. (hereinafter referred to as "huge environment" or "target company") held by Tang Yuyang and other shareholders (hereinafter referred to as "this transaction") and issued shares to qualified specific investors to raise matching funds. Relevant plans have yet to be further discussed and determined. As the counterparties Tang Weizhong, Jiuyin partnership, Zhang Jielai and Tang Yuyang are related parties of the company, this transaction constitutes a related party transaction.
In view of the significant uncertainties in the above matters, 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 Shenzhen Stock Exchange, upon the application of the company, the trading of the company's shares (Securities abbreviation: Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) , securities code: 301068) will be suspended from the opening of the market on Monday, January 10, 2022. The company is expected to disclose the trading plan within no more than 10 trading days, i.e. in accordance with the measures for the administration of major asset restructuring of listed companies and the standards for the content and format of information disclosure by companies publicly offering securities No. 26 - major asset restructuring of listed companies before January 24, 2022 at the latest Disclose relevant information and apply for resumption of trading in accordance with the requirements of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 2 - suspension and resumption of trading business. As of the disclosure date of this announcement, the company has not officially hired relevant intermediaries.
If the company fails to convene the board of directors to review and disclose the trading plan within the above period, the company's shares will be cancelled at the latest
At the opening of the market on January 24, 2022, the transaction will be resumed and the planning of relevant matters will be terminated. At the same time, the main work, progress, impact on the company and subsequent arrangements of the planning matters during the suspension period will be disclosed, which will fully prompt the risks and uncertainties of relevant matters, and promise not to plan major asset restructuring for at least one month from the date of disclosure of the relevant public notice.
2、 Basic information of this transaction
(I) name of the subject company
The subject company of this transaction is part or all of the equity of tiger environment. The basic information of tiger environment is shown in the table below:
Company name: Zhejiang huge environment Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Date of establishment: July 3, 2015
Business term: from July 3, 2015 to no fixed term
The registered capital is RMB 21390375
Legal representative: Tang Weizhong
Unified social credit code 9133011034184827x3
Registered address: No. 2062-8, Moganshan Road, Liangzhu street, Yuhang District, Hangzhou, Zhejiang
Licensed items: municipal solid waste business services; The second category of value-added telecommunications services; Food sales; Retail of tobacco products (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). General items: recycling of renewable resources (except productive waste metals); Renewable resources processing; Sales of renewable resources; Second hand sale; Rural domestic waste business services; Research and development of resource recycling technology; Solid waste treatment; estate management; Recycling and echelon utilization of waste power batteries of new energy vehicles (excluding hazardous waste management); Software development; Software sales; Artificial intelligence theory and algorithm software development; Technology intermediary services; Conference and exhibition services; Housekeeping services; Road cargo transportation by ordinary freight vehicles with a total mass of 4.5 tons or less (excluding network freight and dangerous goods); business management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Internet data services; Data processing and storage support services; Information system operation and maintenance services; Information technology consulting services; Intellectual property services (except patent agency services); Blockchain technology related software and services; Digital cultural creative content application service; Graphic design and production; Advertising production; Advertising design and agency; Internet sales (except sales of goods requiring license); Internet sales of food (only pre packaged food); Digital video surveillance system sales; Sales of cloud computing equipment; Sales of office equipment; Sales of daily necessities; Intelligent Siasun Robot&Automation Co.Ltd(300024) sales; Manufacturing of special equipment for environmental protection; Sales of special equipment for environmental protection; Sales of domestic waste treatment equipment; Sales of plastic products; Sales of new energy vehicles; Sales of agricultural and sideline products; Sales of intelligent storage equipment (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
As of the disclosure date of this announcement, the equity structure of the subject company is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Tang Weizhong 1400.00 65.45%
2 Hangzhou Jiuyin enterprise management consulting partnership (limited partnership) 400.00 18.70%
3 Zhang Jielai 120.00 5.61%
4 Tang Yuyang 80.00 3.74%
5 Jiaxing lanbei Xingyue venture capital partnership (limited partnership) 64.17 3.00%
6 Jin Xiaozheng 32.09 1.50%
7 Hangzhou Chengtian venture capital partnership (limited partnership) 21.39 1.00%
8 Hangzhou chengzhuo venture capital partnership (limited partnership) 21.39 1.00%
Total 2139.04 100.00%
(II) name of main counterparty
The scope of counterparties has not been finalized. The preliminarily determined counterparties include Tang Weizhong, Jiuyin partnership, Zhang Jielai and Tang Yuyang. The share acquisition intention with other shareholders of tiger environment is under negotiation.
Tang Weizhong and Zhang Jielai, the counterparties of this transaction, are the controlling shareholders and actual controllers of the listed company, and Tang Weizhong serves as the director and chairman of the listed company and is an associated natural person of the listed company; Tang Yuyang, the daughter of Tang Weizhong and Zhang Jielai, is the person acting in concert as the actual controller of the listed company and the associated natural person of the listed company; Jiuyin partnership is an enterprise controlled by Tang Weizhong and an affiliated legal person of a listed company. According to the Shenzhen Stock Exchange GEM Listing Rules, this transaction constitutes a connected transaction.
(III) 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.
(IV) main contents of the transaction intention document
On January 7, 2022, the company signed the letter of intent for equity acquisition with Tang Weizhong, Jiuyin partnership, Zhang Jielai and Tang Yuyang. The main contents are as follows:
1. The intended object of this equity acquisition is that Party B holds 93.50% equity of Zhejiang huge environment Co., Ltd. 2. Party A and Party B agree to continue to discuss specific transaction plans such as specific share issuance and cash payment methods, specific equity proportion of the transferee target company, stock lock-in period, etc. After reaching a consensus on relevant matters, Party A and Party B will sign a formal equity transfer agreement and relevant legal documents for this equity transfer.
3. The price of the corresponding equity of the target company to be acquired this time will be based on the evaluation report issued by the evaluation institution that meets the securities law and other laws and regulations and the conditions for engaging in securities service business stipulated by the CSRC, and will be agreed through negotiation between the transaction parties and a formal equity transfer agreement signed separately.
4. The issue price of the shares issued by Party A this time shall be determined by both parties through negotiation in accordance with the pricing principles specified in the securities regulatory rules. The final issue price of the shares shall be subject to the issue price approved by the board of directors and the general meeting of shareholders of Party A, reviewed by Shenzhen Stock Exchange and registered by CSRC.
3、 Arrangement during suspension
Since the date of suspension, the company will actively carry out various work in accordance with relevant regulations, perform necessary approval and review procedures, and submit and disclose documents meeting the requirements of relevant regulations to the exchange within the promised period.
4、 Necessary 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 about whether it can be implemented. The relevant information shall be subject to the announcement issued by the information disclosure media designated by the company. Please pay attention to investment risks.
5、 Documents for future reference
1. An application form for suspension signed by the chairman of the company and sealed by the board of directors;
2. Letter of intent for equity acquisition;
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors January 10, 2022
