Securities code: 300038 securities abbreviation: * ST digital Announcement No.: 2022-004 Beijing Shuzhi Technology Co.Ltd(300038)
Announcement on the progress of major asset sales
Beijing Shuzhi Technology Co.Ltd(300038) 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、 Basic information of transaction
Beijing Shuzhi Technology Co.Ltd(300038) (hereinafter referred to as “the company”) intends to sell 100% equity of Blackbird hypersonic Investments Ltd. (hereinafter referred to as “BBHI”) (hereinafter referred to as “subject assets”) through public listing and transfer on Beijing Equity Exchange. According to the measures for the administration of major asset restructuring of listed companies, this sale constitutes a major asset restructuring and does not constitute a reorganization listing.
2、 Transaction progress
On July 18, 2021, the company held the 32nd meeting of the 4th board of directors, deliberated and passed the proposal on planning major asset sales and related party transactions. The company signed the letter of intent for equity transfer with mithera capital, and preliminarily proposed the total transfer price of the subject assets to be US $90 million to US $120 million.
On September 27, 2021, the company held the 36th meeting of the 4th board of directors, deliberated and approved the proposal on Beijing Shuzhi Technology Co.Ltd(300038) major asset sale plan and its summary and other proposals related to this major asset sale. The board of directors agreed that the company should terminate the letter of intent for equity transfer with mithera capital, The underlying assets are transferred through public listing in Beijing Equity Exchange, and the counterparty purchases them in cash. The final transaction price of this transaction shall be subject to the result of public listing, and the final counterparty shall be subject to the trading object determined by public listing.
On October 8, 2021, the company publicly listed and transferred the underlying assets in Beijing Equity Exchange, with a listing reserve price of RMB 1463358200, and the listing period is from October 8, 2021 to October 20, 2021. During the information release period, the company failed to solicit qualified intended transferee.
On October 28, 2021, the company held the 38th meeting of the Fourth Board of directors, deliberated and approved the proposal on adjusting the company’s major asset sale plan and re listing, agreed that the company would reduce the listing price to RMB 951182800 from the original listing price of RMB 1463358200, and re publicly list and transfer 100% equity of BBHI.
On November 1, 2021, the company was again publicly listed on the Beijing Equity Exchange to transfer the underlying assets, with a listing reserve price of 95.11828 million yuan and a listing period from November 1, 2021 to November 12, 2021. During the information release period, the company failed to solicit qualified intended transferee.
On December 14, 2021, the company held the 39th meeting of the Fourth Board of directors, deliberated and approved the proposal on blackbird hypersonic Investments Ltd. transferring 100% equity by public listing for the third time in Beijing Equity Exchange, and agreed that the company would reduce the listing price to 594.32 million yuan from the original listing price of 95.11828 million yuan, And publicly listed for the third time to transfer 100% equity of BBHI.
On December 17, 2021, the company publicly listed and transferred the underlying assets for the third time in Beijing Equity Exchange, with a listing reserve price of 594.32 million yuan and a listing period from December 17, 2021 to December 30, 2021. During the information release period, if the company fails to collect qualified intended transferee, the company will further demonstrate and evaluate the transaction scheme.
The company has hired Federal Reserve Securities Co., Ltd. as the independent financial adviser for this major asset sale on November 22, 2021. As of the disclosure date of this announcement, the employment of lawyers, auditors and appraisers has not been completed. At present, the work of all parties is in progress. The company and relevant parties are actively promoting the due diligence, audit, evaluation and other work involved in this major asset sale. The company will timely perform the obligation of information disclosure in strict accordance with the provisions of relevant laws and regulations according to the progress of this transaction.
3、 Risk tips
1. The transaction is still at an early stage. Since the company has not collected the intended transferee, the company is further demonstrating and evaluating the transaction plan, and will perform the necessary decision-making or approval procedures in accordance with relevant laws, regulations and the articles of association.
2. Since the company failed to solicit qualified intended transferee for three listing times, there is still uncertainty in the matters related to this transaction. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to the investment risk.
It is hereby announced.
Beijing Shuzhi Technology Co.Ltd(300038)
Board of directors
January 11, 2002
