Securities code: 000007 securities abbreviation: Shenzhen Quanxinhao Co.Ltd(000007) Announcement No.: 2022-005 Shenzhen Quanxinhao Co.Ltd(000007)
Announcement on the progress of the company’s participation in foreign investment of M & a funds
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 the company’s participation in foreign investment of M & a funds
Shenzhen Quanxinhao Co.Ltd(000007) (hereinafter referred to as “the company”, “xinxinhao” or “listed company”) convened the eighth (Interim) meeting of the 11th board of directors on November 18, 2019. According to the authorization of the fourth extraordinary general meeting of shareholders in 2019 held by the company on August 14, 2019, The proposal on the withdrawal of the company from the industrial M & A fund of Jiashan asset management partnership (limited partnership) in Ningbo free trade port area was deliberated and adopted, Agree to the transfer of 59% shares of Mingya insurance brokerage Co., Ltd. (hereinafter referred to as “Mingya insurance brokerage”) held by Jiashan asset management partnership (limited partnership) in Ningbo Meishan free trade port area (hereinafter referred to as “M & A fund”) participated by the company, and authorize the management of the company and the members of the investment decision-making committee of M & A fund to sign corresponding documents.
The M & A fund has signed and completed the transaction documents related to the transfer of equity of Mingya insurance brokerage with relevant parties, but due to many equity transactions, the transaction time is extended accordingly, As a result, the commitment of Beijing Hongjun Asset Management Co., Ltd. (hereinafter referred to as “Beijing Hongjun”) to release the listed company from the relevant joint and several guarantee liability in the M & A fund has expired since November 21, 2019. While actively urging all relevant parties to promote equity transfer transactions as soon as possible to relieve the joint and several guarantee liability of the listed company in the M & A fund, the company actively promoted the company’s timely and stable withdrawal from the M & A fund. After negotiation between the company and Beijing Hongjun, Beijing Hongjun agreed to repurchase all the partnership shares of the M & A fund held by the company at the price of RMB 120 million (i.e. the subscribed capital contribution is RMB 77.1304 million, accounting for 8.15% of the total subscribed property share of the partnership, hereinafter referred to as “the underlying assets”) and signed the repurchase agreement (see the details disclosed by the company on December 25, 2019) Announcement on the progress of the company’s participation in foreign investment of M & a funds (Announcement No.: 2019-133).
On January 17, 2020, the company received the notification letter sent by the M & A fund and the related party collection voucher for paying the withdrawal settlement to its priority and intermediate partner Founder Securities Co.Ltd(601901) , Shanghai Dongxing investment holding Development Co., Ltd. and Yicun Capital Co., Ltd. Meanwhile, RMB 35.1 million paid by the company in the form of conversion guarantee in the early stage (see Announcement No. 2019-122 of the resolution of the 9th (Interim) meeting of the 11th board of directors disclosed by the company on November 30, 2019) has been confirmed to be returned to the company (see announcement on the progress of the company’s participation in foreign investment of M & A fund disclosed by the company on January 18, 2020) Announcement No.: 2020-008).
The company received the notification letter from Beijing Hongjun on April 13, 2020, informing that as of the date of this letter, the preconditions for the transfer of shares of Mingya insurance brokerage have not been completed, but all parties to the transaction have actively supplemented and submitted materials according to the preliminary feedback of relevant government agencies, fully cooperate with the filing work of relevant government agencies, and strive to complete such filing within the next three months.
On April 21, 2021, the company received a share repurchase payment of RMB 2 million from Beijing Hongjun. At the same time, Beijing Hongjun sent a letter to inform the company that the remaining share repurchase payment will be paid before December 31, 2021. (see the full text of 2020 annual report disclosed by the company on April 29, 2021 for details).
2、 Progress
As of this announcement, the company has not received 118 million buyback fund units payable by Beijing Hongjun. At present, the company is discussing the repayment time with Beijing Hongjun, and relevant matters are under further negotiation and communication.
3、 Risk tips
There is still uncertainty about the recovery of the equity repurchase. At present, the book value of the Beijing Hongjun equity repurchase is about 100 million yuan. If it is not recovered, it will cause corresponding losses to the company. Please invest rationally and pay attention to investment risks. The company will actively follow up the progress of the matter and timely fulfill the obligation of information disclosure.
Shenzhen Quanxinhao Co.Ltd(000007) board of directors
January 17, 2022
