Securities abbreviation: Shenzhen Ruihe Construction Decoration Co.Ltd(002620) securities code: Shenzhen Ruihe Construction Decoration Co.Ltd(002620) Announcement No.: 2022047 Shenzhen Ruihe Construction Decoration Co.Ltd(002620)
Suggestive announcement on the signing of letter of intent for equity sale by wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
hot tip
1. The signing of this letter of intent aims to express the wishes of all parties on equity transfer and acquisition and the results of preliminary negotiation. At present, the audit, evaluation, legal and technical quality due diligence of the target company and the target project need to be carried out, and the relevant matters of the project need to be further negotiated, promoted and implemented. This transaction still needs to perform the necessary decision-making and approval procedures, and there are still uncertainties in the matters related to this transaction. Please pay attention to the investment risks.
2. The letter of intent signed this time is the intention agreement reached by the parties to the transaction after preliminary negotiation. The formal equity transfer agreement has not been signed, so it is temporarily impossible to estimate the specific impact of the transaction on the financial status and operating results of the company in this year and future fiscal years.
3. This equity sale does not constitute a related party transaction. After preliminary calculation, it does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The company will timely perform the corresponding decision-making procedures and information disclosure obligations according to the subsequent progress of the transaction. Please pay attention to the investment risks. 1、 Overview of agreement signing
Shenzhen Ruihe Construction Decoration Co.Ltd(002620) wholly owned subsidiary Shenzhen Ruihe Henan Hengxing Science & Technology Co.Ltd(002132) Development Co., Ltd. (hereinafter referred to as ” Henan Hengxing Science & Technology Co.Ltd(002132) “) The wholly-owned subsidiary Credit Suisse new energy (Xinfeng) Co., Ltd. (hereinafter referred to as “Credit Suisse new energy” or “target company”) and Beijing Jingneng clean energy power Co., Ltd. South China branch (hereinafter referred to as “Jingneng clean energy South China branch”) recently signed the letter of intent for the acquisition of 100% equity of Credit Suisse new energy (Xinfeng) Co., Ltd. (hereinafter referred to as “letter of intent”) Henan Hengxing Science & Technology Co.Ltd(002132) plans to sell 100% equity of Credit Suisse new energy to Jingneng clean energy South China branch or its designated third party. Credit Suisse new energy is the project company of 20MW photovoltaic poverty alleviation project in Xinfeng County and 10mwp centralized photovoltaic poverty alleviation project in Zhengping Town, Xinfeng County (hereinafter referred to as the “target project”) and enjoys the ownership of the target project according to law. Jingneng clean energy South China branch or its designated third party intends to acquire the target project by acquiring 100% equity of Credit Suisse new energy held by Henan Hengxing Science & Technology Co.Ltd(002132) Henan Hengxing Science & Technology Co.Ltd(002132) .
This equity sale does not constitute a related party transaction. After preliminary calculation, it does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. 2、 Introduction to counterparty
(I) Name: South China branch of Beijing Jingneng clean energy power Co., Ltd
Unified social credit Code: 91440800ma53af3f6y;
Person in charge of the company: Wang Xudong;
Type: branch;
Address: Office 1317, building 11, Yuhai Bay, No. 2 TIYU North Road, Chikan District, Zhanjiang City;
Business scope: power supply; Heat supply; Investment consulting (except securities and futures investment consulting and other consulting businesses involving pre-approval and exclusive control). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Beijing Jingneng clean energy power Co., Ltd. South China branch is a branch of a joint stock limited company established and effectively existing in accordance with Chinese law. It is a professional company engaged in the investment, development, construction and operation of clean energy projects.
(II) relationship with the company: the company has no relationship with Jingneng clean energy South China branch.
(III) similar transactions: no similar transactions have occurred between the company and Jingneng clean energy South China branch in the last three years. 3、 Main contents of the agreement
(I) contract subject
Party A: South China branch of Beijing Jingneng clean energy power Co., Ltd
Party B: Shenzhen Ruihe Henan Hengxing Science & Technology Co.Ltd(002132) Development Co., Ltd
Party C: Credit Suisse new energy (Xinfeng) Co., Ltd
(II) main terms
1. In order to facilitate Party A to fully understand the situation of the target company, Party B and Party C agree that Party A or a third party designated by Party A shall carry out audit, evaluation, legal and technical quality due diligence and other work on the target company, the project company and the target project after the letter of intent takes effect, and provide support and cooperation.
2. The project has passed the investment decision of Party A and Beijing Jingneng clean energy power Co., Ltd. after the approval of Beijing Energy Group Co., Ltd. and the completion of asset appraisal and filing, Beijing Jingneng clean energy power Co., Ltd., Party B and Party C will complete the signing of formal equity transfer agreement or similar documents. Party B and Party C agree that under the same conditions, Party A or the third party designated by Party A has the priority to transfer the equity of the target company.
3. Within 6 months after the signing of this intention, Party B and Party C shall not negotiate with any third party on the transfer and acquisition of the equity of the target company and sign any intention document, framework agreement, memorandum or definitive transaction agreement. Otherwise, Party B and Party C shall bear the expenses and losses incurred by Party A.
4. If Party A and Party B have failed the legal investigation and due diligence report on the target project of Beijing Electric Power Co., Ltd., and Party B will bear the cost of subversion of the target project and clean technology Co., Ltd. after the completion of the project due diligence report of Beijing Electric Power Co., Ltd., and Party B will do its best to assess the quality of the target project and clean technology Co., Ltd.
5. According to the adjustment results, if this letter of intent needs to be adjusted, it will be negotiated separately.
6. If Shenzhen Ruihe Construction Decoration Co.Ltd(002620) company’s decision-making procedure fails to consider and approve the matter or the securities regulatory authority fails to approve the matter, it is not deemed that Party B and Party C breach the contract after providing the corresponding documents that have not been considered or approved and confirmed by Party A.
7. Dispute resolution arising from or in connection with this letter of intent.
8. Other agreements. 4、 Impact of the agreement on the company
The letter of intent signed this time is the intention agreement reached by the parties to the transaction after preliminary negotiation. The formal equity transfer agreement has not been signed, so it is temporarily impossible to estimate the specific impact of the transaction on the financial status and operating results of the company in this year and future fiscal years. 5、 Risk tips
The letter of intent signed this time belongs to the intentional agreement of the preliminary wishes of both parties. The specific contents of this transaction will be further negotiated and negotiated by the relevant parties according to the results of due diligence, audit and evaluation, and will be determined by signing a formal equity transfer agreement. There are certain uncertainties in the conclusion and performance of the transactions involved in this letter of intent, including but not limited to the performance ability of both parties, market changes, policies and laws, etc. In case of relevant progress, the company will timely perform the necessary approval procedures and information disclosure obligations in accordance with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange. Please pay attention to investment risks and invest rationally. 6、 Documents for future reference
Letter of intent for 100% equity acquisition of Credit Suisse new energy (Xinfeng) Co., Ltd.
It is hereby announced
Shenzhen Ruihe Construction Decoration Co.Ltd(002620) board of directors
May 23, 2002
