Securities code: 002652 securities abbreviation: Suzhou Yangtze New Materials Co.Ltd(002652) Announcement No.: 2022-01-07
Suzhou Yangtze New Materials Co.Ltd(002652)
Announcement on the progress of acquisition of other minority shareholders’ equity and related party transactions of Suzhou Huilai City Service Co., Ltd
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、 Basic information of this transaction
Suzhou Yangtze New Materials Co.Ltd(002652) (hereinafter referred to as ” Suzhou Yangtze New Materials Co.Ltd(002652) “, or “the company”) convened the 13th meeting of the 5th board of directors on December 31, 2021. The proposal on the acquisition of other minority shareholders’ equity and related party transactions of Suzhou Huilai City Service Co., Ltd. was deliberated and adopted by 5 votes, 0 votes against, 0 abstention and 4 votes, The company plans to acquire 10.68% equity of other minority shareholders of Suzhou Huilai City Service Co., Ltd. (hereinafter referred to as “Suzhou Huilai”), with a transaction price of 15699683 yuan. After the acquisition, the company will hold 100% equity of Suzhou Huilai.
This transaction does not constitute a major asset reorganization and will not lead to the change of the company’s control according to the measures for the administration of major asset reorganization of listed companies.
2、 Progress of this transaction
Recently, the company signed the equity transfer agreement with the counterparty. The main contents of the agreement are as follows: Article 1 equity transfer
After this agreement is signed by both parties and takes effect, Party A shall transfer not less than 40% of the total price to the designated account provided by Party B before January 31, 2022, and transfer the remaining amount to the designated account provided by Party B before April 30, 2022.
Article 2 industrial and commercial changes
Both parties shall assist Suzhou Huilai to complete the industrial and commercial change registration procedures such as shareholder change and amendment of the articles of association of this equity transfer within 10 days after the payment progress of Party A exceeds 80% or earlier agreed by both parties.
Article 4 taxes and related expenses
Securities code: 002652 securities abbreviation: Suzhou Yangtze New Materials Co.Ltd(002652) Announcement No.: 2022-01-07
4.1 in addition to the individual income tax to be withheld and remitted by Party A, all taxes arising from the equity transfer of the subject matter of this Agreement shall be paid by both parties in accordance with the relevant laws, regulations and policies of China.
4.2 the expenses of employing financial consultants, accountants, lawyers and other intermediaries arising from the equity transfer of the subject matter of this Agreement shall be borne by Party A and Party B respectively.
Article 5 liability for breach of contract
5.1 if either party fails to perform or properly and fully perform the obligations agreed in this agreement, or any party violates any statement, guarantee and commitment in this agreement, it shall constitute a breach of contract. The breaching party shall compensate the observant party for all losses caused by its breach of contract, and the observant party has the right to terminate this agreement or / and require the breaching party to bear the liability for breach of contract.
5.2 if Party A still fails to pay part of the equity transfer price as of January 31, 2022, Party A shall pay the fund occupation fee to Party B from February 1, 2022 based on 0.03% of the unpaid amount / day. If Party A has not paid in full by April 30, 2022, Party A shall pay liquidated damages to Party B within 3 days from the expiration of the above period, and the standard of liquidated damages shall be calculated according to 30% of the unpaid amount. Article 7 effectiveness, modification and others of the agreement
7.1 this Agreement shall come into force after being stamped or signed by both parties.
7.2 this agreement can be modified or supplemented by both parties through negotiation, and any modification or supplement shall be regarded as an integral part of this agreement.
3、 Documents for future reference
Equity transfer agreement signed with each counterparty.
It is hereby announced.
Suzhou Yangtze New Materials Co.Ltd(002652) board of directors January 18, 2002
