Securities code: 000007 securities abbreviation: * ST new Announcement No.: 2022-006 Shenzhen Quanxinhao Co.Ltd(000007)
Announcement on the signing of strategic cooperation and concerted action agreement between the company’s shareholders and relevant parties
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.
Shenzhen Quanxinhao Co.Ltd(000007) (hereinafter referred to as “the company”) received the strategic cooperation and concerted action agreement (hereinafter referred to as “the agreement”) signed by Shenzhen Boheng Investment Co., Ltd. (hereinafter referred to as “Boheng investment”) and China enterprise Daohe Trade Development (Tianjin) Co., Ltd. (hereinafter referred to as “Daohe trade”) on January 21, 2022. The details are announced as follows:
1、 Shares held by relevant shareholders
Boheng investment is the second largest shareholder of the company, holding 37500000 shares of the company, accounting for 10.82% of the total share capital of the company. Daohe trading does not hold shares of the company.
The measures for the administration of the acquisition of listed companies stipulates that the rights and interests of investors and their persons acting in concert in a listed company shall be calculated together. After the agreement signed by relevant parties takes effect, the shares of the company held by Boheng investment and Daohe trade, who act in concert, shall be calculated together.
2、 Main contents of the agreement
Party A: China enterprise Daohe Trade Development (Tianjin) Co., Ltd
Party B: Shenzhen Boheng Investment Co., Ltd
Whereas:
1. Party B is a shareholder of Shenzhen Quanxinhao Co.Ltd(000007) (Stock Code: 000007, hereinafter referred to as “xinxinhao” or “the company”). As of the date of signing this agreement, Party B holds 37.5 million shares of the company, with a shareholding ratio of 10.82%.
2. At present, Party A is the strategic partner of Party B and plans to increase its holdings of new good shares by means of increased holdings in the secondary market, block trading, agreement transfer and active offer through Party A or other subjects controlled by Party A in the next two years, with an increase of no less than 1 million shares and no more than 6% of the total shares of new good. At that time, it will be implemented in accordance with the relevant regulatory rules and disclosed in a timely manner.
3. Through friendly negotiation, both parties to this agreement intend to take concerted action in the company’s management activities such as the general meeting of shareholders, exercise shareholders’ rights, undertake shareholders’ obligations and jointly participate in the operation and management of the company in accordance with the company law of the people’s Republic of China and other relevant laws and regulations.
4. After the signing of this agreement, both parties will jointly commit themselves to new and good development, continue to promote the business transformation of the company, and take concerted action when dealing with decisions on any important matters of the company or matters requiring shareholders to exercise the right to convene, propose or vote.
In order to further clarify the status of the concerted actors of both parties and their respective rights and obligations, both parties have reached the following specific agreement through consultation for mutual compliance:
Article 1 strategic cooperation
Party A shall assist Party B to fully support the transformation of new good company, and Party A shall help the transformation and development of new good company in the direction of capital, resources and projects.
Article 2 persons acting in concert
Both parties confirm that after Party A or other entities controlled by Party A hold no less than 1 million new good shares, both parties will jointly perform the agreement as persons acting in concert.
Article 3 purpose of concerted action
The purpose of concerted action of Party A and Party B is to maintain the consistency of decision-making.
Article 4 contents of concerted action
1. Both parties shall express their agreement in the company’s meeting proposal, voting and other decisions and reach an agreement on action. “Concerted action” specifically includes but is not limited to:
(1) Exercise the right to submit various proposals to the general meeting of shareholders;
(2) Exercise the right to nominate candidates for directors and supervisors to the general meeting of shareholders;
(3) Exercise the voting right of the general meeting of shareholders to consider various proposals;
(4) Both parties jointly propose candidates for directors and supervisors of the same company to the general meeting of shareholders of the company, and adopt unanimous opinions in the voting of all candidates;
(5) If both parties appoint directors and supervisors respectively, both parties shall ensure that their appointed directors / supervisors fully communicate and reach an agreement through consultation, put forward proposals to the board of directors / board of supervisors of the company, and adopt consensus in the voting of all proposals;
(6) Both parties participate in other business decision-making activities of the company and perform shareholders’ rights and obligations
(7) Other matters that need to be considered and approved by the general meeting of shareholders / the board of directors in accordance with laws and regulations and the articles of association of the listed company.
2. During the validity of this agreement, when either party intends to propose a proposal to the board of directors or the general meeting of shareholders of the company, it shall fully communicate and exchange the contents of the proposal with the other party in advance. In case of consensus, when Party A does not have the right to nominate, Party B shall put forward relevant proposals to the board of directors or the general meeting of shareholders of the listed company. After Party A has the right to nominate (i.e. according to the articles of association, when Party A holds more than 5% of the company’s shares for more than 180 consecutive days), Party A shall put forward relevant proposals to the board of directors or the general meeting of shareholders of the listed company, Both parties shall vote at the board of directors or shareholders’ meeting of the company according to the consensus.
In case of disagreement, within two years from the effective date of this agreement, on the premise that Party A holds no less than 5% of the total share capital of Xinhao, the opinion of Party A shall prevail, and Party B shall comply with it unconditionally; otherwise, the opinion of Party B shall prevail, and Party A shall comply with it unconditionally. After the expiration of two years from the effective date of this agreement, if the shares of Xinhao company held by Party B have maintained or increased relative to its investment, on the premise that Party A holds no less than 5% of the total share capital of Xinhao, the opinions of Party A shall continue to prevail, otherwise, the opinions of Party B shall prevail. After the expiration of two years from the effective date of this agreement, if the shares of Xinhao company held by Party B do not maintain or increase in value relative to its investment, the relationship of concerted action between Party A and Party B shall be terminated.
3. For proposals not proposed by Party A and Party B to the board of directors or the general meeting of shareholders of the company, both parties shall fully communicate and exchange on the proposals to be considered before the convening of the board of directors or the general meeting of shareholders of the company. If they agree, both parties shall vote at the board of directors or the general meeting of shareholders of the company according to the consensus; In case of disagreement, within two years from the effective date of this agreement, on the premise that Party A holds no less than 5% of the total share capital of Xinhao, the opinion of Party A shall prevail, and Party B shall comply with it unconditionally; otherwise, the opinion of Party B shall prevail, and Party A shall comply with it unconditionally. After the expiration of two years from the effective date of this agreement, if the shares of Xinhao company held by Party B have maintained or increased relative to its investment, on the premise that Party A holds no less than 5% of the total share capital of Xinhao, the opinions of Party A shall continue to prevail, otherwise, the opinions of Party B shall prevail. After the expiration of two years from the effective date of this agreement, if the shares of Xinhao company held by Party B do not maintain or increase in value relative to its investment, the relationship of concerted action between Party A and Party B shall be terminated.
4. During the period of concerted action by both parties, if Party B reduces the company’s shares and Party A holds no less than 5% of the company’s shares, both parties and the directors appointed by both parties shall take Party A’s opinions as the basis when proposing the shareholders’ meeting / board meeting or voting proposal, and Party B shall comply with them unconditionally. Otherwise, Party B’s opinions shall prevail and Party A shall comply with them unconditionally.
5. Both parties promise to strictly abide by and perform the obligations and responsibilities of persons acting in concert stipulated in relevant laws, regulations and normative documents.
6. When both parties to this agreement transfer their shares in the company, they shall notify the other parties in writing [30] days in advance.
Article 5 duration of concerted action
The termination of this Agreement shall be subject to the earlier of the following circumstances:
(1) Party A and Party B reach an agreement on the cancellation or termination of this Agreement (agreed concerted action, etc.) and sign a written termination agreement;
(2) With the agreement of Party A and Party B, one party transfers all the shares of the company it holds and such shares are no longer registered in its name (if one party transfers some shares of the company, the agreement on concerted action in this Agreement shall still apply to the remaining shares of the company it holds after the transfer);
(3) If one party no longer holds any shares of the company due to judicial execution (if one party is subject to judicial execution, the agreement on concerted action in this Agreement shall still apply to the remaining shares of the listed company held by it after judicial execution);
(4) Two years after the effective date of this agreement, the shares of Xinhao company held by Party B have not maintained or increased relative to its investment.
(5) If the subsequent increase of shares by the persons acting in concert constitutes the acquisition of a listed company, both parties shall perform the obligations of not reducing shares and other relevant provisions in strict accordance with the measures for the administration of acquisition and other relevant supervision rules.
Article 6 representations and warranties
The parties hereto represent and warrant that:
1. It has the right and capacity to sign and perform this agreement, which is legally and effectively binding on both parties;
2. The act of holding or increasing the company’s shares is legal and compliant;
3. Its execution and performance of its obligations under this agreement will not constitute a breach or non performance of any contract or similar arrangement to which it is a third party;
4. During the validity of the agreement, both parties to this Agreement have no relationship with other new good shareholders, do not sign any concerted action agreement or make similar arrangements with other new good shareholders other than both parties to this agreement, and will not do other acts that affect the stability of new good’s control.
Article 7 liability for breach of contract
Either party to this Agreement shall not violate this agreement, otherwise the other party may require continued performance, and if the breaching party causes losses to other parties or the company, the observant party has the right to require it to compensate for the losses.
Article 8 alteration and supplement of the agreement
1. Changes and amendments to this Agreement shall be valid only after both parties reach a written document through consultation. 2. For matters not covered in this agreement, both parties may enter into another written supplementary agreement.
Article 9 others
1. This Agreement shall be governed by Chinese law. In case of any dispute, it shall be settled by both parties through negotiation. If the negotiation fails, it may be submitted to Shenzhen Arbitration Commission for arbitration.
2. This Agreement shall come into force only after the legal representatives of both parties sign and affix their official seals, and Party A or other entities controlled by Party A hold not less than 1 million new good shares.
3. This agreement is made in triplicate, one for each party and one for Xinhao. Each copy has the same legal effect.
3、 Other matters and risk tips
As disclosed in this announcement, Boheng investment holds 37500000 shares of the company, accounting for 10.82% of the total share capital of the company. Daohe trade does not hold the shares of the company. According to the agreement, the relationship of concerted action has not yet taken effect, and the final implementation of the agreement is still uncertain. The signing of the agreement has not led to changes in the controlling shareholders and actual controllers of the company. Please invest rationally and pay attention to risks. The company will follow up the progress of relevant matters and fulfill the obligation of information disclosure in time.
The information disclosure media designated by the company are securities times, Securities Daily, Shanghai Securities News and http://www.cn.info.com.cn, All information of the company is subject to the information published in the above designated media. Please pay attention to the investment risks.
4、 Documents for future reference
Strategic cooperation and concerted action agreement signed by Boheng investment and Daohe trade
It is hereby announced
Shenzhen Quanxinhao Co.Ltd(000007)
Board of directors
January 21, 2022
