Securities code: 002009 securities abbreviation: Miracle Automation Engineering Co.Ltd(002009) Announcement No.: 2022-003 Miracle Automation Engineering Co.Ltd(002009)
On adjusting the payment plan for equity repurchase of participating companies
Progress announcement on repurchase of equity related party transactions by participating companies
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、 Overview of related party transactions
Jiangsu Tianqi circular economy industry Investment Co., Ltd. (hereinafter referred to as "Tianqi circular industry investment"), a wholly-owned subsidiary of Miracle Automation Engineering Co.Ltd(002009) (hereinafter referred to as "the company" and " Miracle Automation Engineering Co.Ltd(002009) "), joined Shenzhen qiantai energy renewable technology Co., Ltd. (hereinafter referred to as "Shenzhen qiantai") and its shareholders on September 21, 2020 (Zhang Shuquan, Lin Zhongjun, Cao Xinggang and Xiaoshu investment partnership (limited partnership) of Ningbo Meishan free trade port area) signed the equity repurchase agreement of Shenzhen Qiantai Energy Regeneration Technology Co., Ltd. (hereinafter referred to as the "repurchase agreement"), It is agreed that Shenzhen qiantai will repurchase 51% of the equity of Shenzhen qiantai held by Tianqi Circular Industrial Investment (hereinafter referred to as "this repurchase") at a consideration of RMB 161 million, pay the above equity repurchase amount to Tianqi circular industrial investment before September 30, 2021, and release the rights and obligations of all parties agreed in the original equity transfer and capital increase agreement after meeting the relevant conditions. The repurchase transaction has been deliberated and approved at the 23rd Meeting of the seventh board of directors held on August 21, 2020 and the second extraordinary general meeting of shareholders held on September 18, 2020.
As of the disclosure date of this announcement, Shenzhen qiantai has paid a total of 63 million yuan for equity repurchase, but has not paid 98 million yuan. Shenzhen qiantai and Tianqi circular industrial investment have signed the equity pledge contract on December 31, 2021. Shenzhen qiantai pledged its 9% equity and derived income of Shenzhen Shenzhen Shenzhen Shantou Special Cooperation Zone Qiantai Technology Co., Ltd. (hereinafter referred to as "Qiantai Technology (Shenzhen Shantou)") to Tianqi circular industrial investment, Guarantee the outstanding obligations of Shenzhen qiantai under the repurchase agreement.
(for details, please refer to the company's securities times, Shanghai Securities News and cninfo http://www.cn.info.com.cn. The announcement on the resolution of the 23rd Meeting of the seventh board of directors of Miracle Automation Engineering Co.Ltd(002009) , the announcement on share repurchase and related party transactions of participating companies, the announcement on the resolution of the second extraordinary general meeting of shareholders in Miracle Automation Engineering Co.Ltd(002009) 2020 and the progress announcement on share repurchase and related party transactions of participating companies disclosed.)
In order to effectively safeguard the interests of the company and Tianqi circular industrial investment in this repurchase transaction and ensure that Shenzhen qiantai completes the payment of the remaining equity repurchase as soon as possible, Tianqi circular industrial investment plans to sign the supplementary agreement to the equity repurchase agreement with Shenzhen qiantai (hereinafter referred to as "supplementary agreement" and "this Agreement"), Further clarify the subsequent payment scheme and payment guarantee conditions of the equity repurchase amount of RMB 98 million due and unpaid by Shenzhen qiantai (hereinafter referred to as "the adjustment of this payment scheme").
Mr. Zhang Yuxing, the company's director and Secretary of the board of directors, and Mr. Shen Baowei, the director and financial principal, served as the directors of Shenzhen qiantai. The adjustment of the payment scheme constitutes a related party transaction. This matter has been deliberated and adopted at the second (Interim) meeting of the 8th board of directors held on January 11, 2022. Related directors Mr. Zhang Yuxing and Mr. Shen Baowei have avoided voting. The independent directors of the company have approved the matter in advance and expressed their agreed independent opinions.
(for details, please refer to the company's securities times, Shanghai Securities News and cninfo http://www.cn.info.com.cn. The announcement on the resolution of the second (Interim) meeting of the eighth board of directors disclosed.)
This payment plan adjustment involves the change of transaction elements such as payment method and payment terms in the original repurchase agreement, which needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders interested in this matter need to avoid voting.
According to the measures for the administration of major asset restructuring of listed companies, this event does not constitute a major asset restructuring and does not need to be submitted to relevant departments for examination and approval.
2、 Basic information of counterparty
Company name: Shenzhen Qiantai Energy Regeneration Technology Co., Ltd
Unified social credit Code: 91440300349640457g
Enterprise type: limited liability company
Date of establishment: July 23, 2015
Registered capital: 156231066 yuan
Legal representative: Zhang Shuquan
Registered address: 501, block a, Longgang smart home, No. 76, Baohe Avenue, Baolong community, Baolong street, Longgang District, Shenzhen
Business scope: general business items are: technical development, technical consultation, technology transfer and technical services of power battery materials; Comprehensive utilization and sales of retired batteries; Information service platform development and operation services; Technology development, technology transfer, technical consultation and technical services in the technical field of hydrogen storage equipment; Gas filling and charging of new energy vehicles, trade and sales of new energy vehicle related products; Used car sales; Used car brokerage; Automobile sales; Car rental services; House leasing and property management services; Acquisition, storage, sorting, packaging and sales of renewable resources; Import and export of goods or technology. The licensed business items are: design, development and manufacturing of power battery modules and system integration for new energy vehicles and energy storage products (excluding battery cell production); Power battery module recycling echelon reuse; Recycling of auto parts; Product development, design and production of automatic intelligent equipment; Dismantling of end-of-life vehicles; R & D, production and testing of hydrogen fuel cell and system products. Whereas Mr. Zhang Yuxing, the director and Secretary of the board of directors, and Mr. Shen Baowei, the director and financial officer of the company, serve as the director of Shenzhen qiantai, and Shenzhen qiantai is the affiliated legal person of the company.
The financial position of Shenzhen qiantai (monomer) in the latest year and the next period is as follows:
Unit: RMB
Project: November 30, 2021 December 31, 2020
Total assets 320193750.80 360995692.40
Total liabilities 109804868.38 140035045.51
Net assets 210388882.42 220960646.89
Project from January to November 2021 to December 2020
Operating income 2369919.17 8423147.89
Net profit -3921764.47 15175433.47
(the above financial data of 2020 have been audited, and the financial data of 2021 have not been audited)
After verification, Shenzhen qiantai is a dishonest executee, but it will not have an adverse impact on the adjusted payment scheme and the payment of the remaining repurchase funds.
Shenzhen qiantai was ordered to assume joint and several liabilities for the payment obligations of its holding subsidiary Shenzhen lanneng Battery Co., Ltd. (hereinafter referred to as "lanneng battery") under the case ((2020) Yue 0306 min Chu No. 25785). Because lanneng battery failed to perform the payment obligation in the effective judgment, and Shenzhen qiantai also failed to perform the joint and several repayment obligations, it was enforced by Shenzhen Bao\'an District People's court and included in the list of dishonest Executees.
Before and after the completion of this equity transaction, the equity structure of Shenzhen qiantai is as follows:
Unit: RMB 10000
Name of shareholder before and after repurchase
Shareholding ratio of subscribed capital contribution shareholding ratio of subscribed capital contribution
Jiangsu Tianqi circular economy industry Investment Co., Ltd. 7967.78 51.00% 0.00%
Zhang Shuquan 4000.00 25.60% 4000 52.25%
Shenzhen qiantai No.1 investment enterprise (limited partnership) 1913.83 12.25% 1913.83 25.00%
Ningbo Meishan free trade port Xiaoshu investment partnership 1248.15 7.99% 1248.15 16.30% (limited partnership)
Lin Zhongjun 2.25% 4.59%
Cao Xinggang 142.20 0.91% 142.20 1.86%
Total 15623.11 100% 7655.33 100%
3、 Main contents of supplementary agreement
Party A (the target company): Shenzhen Qiantai Energy Regeneration Technology Co., Ltd
Party B: Jiangsu Tianqi circular economy industry Investment Co., Ltd
1. Payment arrangement for remaining equity repurchase
Party a still needs to pay 98 million yuan for equity repurchase to Party B. The specific arrangements are as follows:
(1) Party A shall pay Party B the equity repurchase amount of 48 million yuan no later than March 31, 2022, and the unpaid part shall pay interest to Party B according to the bank loan interest rate for the same period from April 1, 2022.
(2) Party A shall pay all remaining equity repurchase funds to Party B no later than June 30, 2022, and the unpaid part shall pay interest to Party B at the bank loan interest rate for the same period from July 1, 2022.
2. Repurchase payment guarantee
(1) Party A shall pledge its 9% equity of Shenzhen Shenshan special cooperation zone Qiantai Technology Co., Ltd. to Party B as a guarantee for Party A's performance of all debts under this Agreement and the repurchase agreement.
(2) Party A shall sign the equity pledge agreement and complete the equity pledge registration within 30 working days after the signing of this agreement, and Party A guarantees that the equity pledged by Party A does not have any guarantee, transfer restriction, seizure, freezing and other defects, burdens, defects of any nature or rights restrictions.
(3) Party A's shareholders (Zhang Shuquan, Lin Zhongjun and Cao Xinggang) shall continue to pledge all Party A's equity held by them to Party B as a guarantee for Party A's performance of all debts under this Agreement and the repurchase agreement.
(4) If Party A fails to pay all the equity transfer funds before June 30, 2022 as agreed in this agreement, Party B has the right to dispose of all the equity of Shenzhen Shenshan special cooperation zone Qiantai Technology Co., Ltd. and Party A pledged by Party A and Party A's shareholders to Party B from July 1, 2022.
3. Termination of original agreement
If Party A completes the payment of all repurchase funds as agreed in this agreement, the rights and obligations of all parties specified in the equity transfer and capital increase agreement between Party A and Party B effective on February 8, 2018 will be relieved simultaneously.
4. Capital reduction arrangements
Party A shall hold a shareholders' meeting to review the plan of Party A's targeted capital reduction for Party B. The capital reduction plan shall comply with the relevant provisions of this Agreement and the repurchase agreement. Party A shall ensure that the capital reduction plan is reviewed and approved by Party A's shareholders' meeting, and Party B shall vote in favour of the plan. Party A shall complete the change registration of capital reduction within 2 months after the resolution of the shareholders' meeting is adopted.
5. Liability for breach of contract
(1) If either party fails to perform its contractual obligations or fails to perform its contractual obligations in accordance with the agreement, it shall bear the liability for breach of contract such as continuous performance, remedial measures or compensation for losses. If Party A fails to perform relevant obligations such as repurchase payment and equity pledge guarantee as agreed in this agreement, Party B has the right to require Party A to pay liquidated damages to Party B at 0.05% of the unpaid debt amount under this agreement every day.
(2) If either party fails to perform its contractual obligations or fails to perform its contractual obligations in accordance with the agreement, resulting in losses to the other party, the amount of compensation for losses shall be equivalent to the losses caused by breach of contract, including the benefits that can be obtained after performance of the contract. (3) Once this Agreement comes into force, all parties must consciously perform it. If either party fails to perform all its obligations in accordance with the provisions of this agreement or violates any commitment and guarantee of this agreement, it shall be liable in accordance with the law and the provisions of this agreement.
6. Party A's commitment and guarantee
Party A promises and guarantees: if during the performance of this agreement, Party A intends to raise funds by introducing new investors or transferring the equity of Shenzhen Shenshan special cooperation zone Qiantai Technology Co., Ltd., the financing scheme must be approved by Party B, and the raised funds shall be used to pay Party B the repurchase amount under this Agreement and the repurchase agreement, Until the repurchase amount has been fully paid.
7. Entry into force of the agreement
This Agreement shall be reviewed and approved by the necessary internal procedures of Party A and Party B, and signed and signed by the legal representative or authorized representative
