Securities code: 002453 securities abbreviation: Great Chinasoft Technology Co.Ltd(002453) Announcement No.: 2022-007 Great Chinasoft Technology Co.Ltd(002453)
Announcement on signing the supplementary agreement to the equity transfer agreement
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、 Transaction overview
On November 13, 2020, Great Chinasoft Technology Co.Ltd(002453) (hereinafter referred to as “company” or ” Great Chinasoft Technology Co.Ltd(002453) “) signed the equity transfer agreement with Chunlan (Shanghai) Industrial Co., Ltd. (hereinafter referred to as “Chunlan industry” or “Transferee”) and Zhenjiang rungang Chemical Co., Ltd. (hereinafter referred to as “rungang chemical” or “target company”), The company will transfer 100% equity of the target company to the transferee with a total equity transfer price of 55 million yuan. For details, please refer to securities times, China Securities Journal, Shanghai Securities News and cninfo.com on November 17, 2020 and November 26, 2020 respectively（ http://www.cn.info.com.cn. ）Announcement on the transfer of equity of wholly-owned subsidiaries (Announcement No.: 2020-107) and supplementary announcement on the transfer of equity of wholly-owned subsidiaries (Announcement No.: 2020-109). Up to now, the company has completed the equity transfer of 81% of rungang chemical and received the corresponding equity transfer of RMB 44.55 million in the first two phases, while the equity transfer of RMB 10.45 million in the third phase has not been received.
On January 26, 2022, the 31st meeting of the Fifth Board of directors of the company was held. The proposal on signing the supplementary agreement of equity transfer agreement was reviewed and approved, and it was agreed that the company signed the supplementary agreement of equity transfer agreement with Chunlan industry and rungang chemical (hereinafter referred to as “the supplementary agreement”) and authorized the management of the company to deal with subsequent related matters. The independent directors of the company expressed their independent opinions on this matter. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation, does not constitute a related party transaction, nor does it constitute a major asset reorganization.
2、 Basic information of the counterparty
Name: Chunlan (Shanghai) Industrial Co., Ltd
Unified social credit Code: 913101150879929104
Legal representative: Sun Lei
Enterprise type: limited liability company
Registered capital: 30 million yuan
Registered address: room 520, floor 5, building 1, No. 55 ona Road, China (Shanghai) pilot Free Trade Zone
Business scope: investment management, asset management, venture capital, industrial investment, conference services, exhibition services, marketing planning, corporate image planning, warehouse management, translation services, cleaning services, e-commerce (not engaged in value-added telecommunications and financial business), business consulting, enterprise management consulting and investment consulting (all the above consulting except brokerage), Professional construction of construction engineering, landscaping engineering, municipal engineering and building decoration engineering, installation and maintenance of mechanical equipment (except special control), and engaged in technology development, technical consultation, technical service and technology transfer in the field of computer science and technology and network science and technology.
According to the company’s inquiry on the website of the Supreme People’s court, it does not belong to the “dishonest executee”. Main financial situation of Chunlan industry in the last year (Unaudited):
Financial situation
Project (unit: 10000 yuan) December 31, 2020 June 30, 2021
Total assets 69237 70621
Net assets 36455 40713
Project (unit: 10000 yuan) 2020 January to June 2021
Operating income 15306 8702
Net profit 4559 3205
3、 Main contents of the supplementary agreement to the equity transfer agreement
Party A: Great Chinasoft Technology Co.Ltd(002453)
Party B: Chunlan (Shanghai) Industrial Co., Ltd
Party C: Zhenjiang rungang Chemical Co., Ltd
1. Article 2.2.2 of the original contract stipulates that the total price of equity transfer is 55 million yuan, and Party B shall pay the third equity transfer of 10.45 million yuan no later than June 30, 2021.
Since the parties have not reached an agreement on some outstanding matters during the delivery process, including but not limited to the unfinished liquidation of accounts payable, the parties agree to modify the payment arrangement of the third equity transfer in article 2.2.2 of the original contract to two installments:
(1) Phase I: Party B shall pay 7.45 million yuan to Party A within 5 working days from the effective date of this Agreement;
(2) Phase II: Party B shall pay Party A the final payment of 3 million yuan no later than June 30, 2023.
If the two parties have not reached an agreement on the outstanding matters by June 30, 2023, Party B promises to pay the balance of the second installment unconditionally.
2. Party A shall cooperate in handling the industrial and commercial registration procedures for the change of the remaining 19% equity within 10 working days after receiving the first installment of the above payment.
3. This supplementary agreement is an integral part of the original contract signed by all parties. In case of any inconsistency between this supplementary agreement and the terms of the original contract, this supplementary agreement shall prevail; Matters not agreed in this supplementary agreement shall be subject to the provisions of the original contract.
4. This supplementary agreement shall come into force as of the date when it is signed and sealed by all parties.
4、 Guarantee measures
In order to protect the rights and interests of the company and reduce risks, Chunlan environmental protection Co., Ltd., the holding subsidiary of Chunlan industry, issued a letter of guarantee to the company and voluntarily provided the company with all its own assets as collateral for all the debts of Chunlan industry under the supplementary agreement to the equity transfer agreement. The scope of guarantee includes all payments, interest, liquidated damages and other expenses payable by Chunlan industry under this supplementary agreement and legal expenses arising therefrom, including but not limited to Great Chinasoft Technology Co.Ltd(002453) legal fees and lawyer fees incurred for the realization of creditor’s rights. The guarantee period is until the expiration of the debt performance period agreed in the supplementary agreement to the equity transfer agreement.
5、 Reasons for this transaction and its impact on the company
This supplementary agreement is a supplement to the equity transfer agreement signed by the company with Chunlan industry and rungang chemical. In view of the fact that some matters have not been handled during the delivery process, this supplementary agreement is hereby signed. Chunlan environmental protection Co., Ltd., a holding subsidiary of Chunlan industry, provided corresponding guarantees to the company, with low performance risk.
The signing of this supplementary agreement is conducive to accelerating the recovery of accounts receivable and improving the liquidity of the company’s assets, and will not have an adverse impact on the current and future financial status and operating results of the company.
To effectively safeguard the legitimate rights and interests of all investors. At the same time, the company will continue to pay attention to the follow-up progress of the matter and fulfill the obligation of information disclosure in time. Please pay attention to the investment risk.
6、 Opinions of independent directors
The independent directors expressed their independent opinions on this matter: the signing of this supplementary agreement is a supplementary agreement to the equity transfer agreement signed by the company with Chunlan industry and rungang chemical, while Chunlan environmental protection Co., Ltd., the holding subsidiary of Chunlan industry, provided corresponding guarantee to the company, with low performance risk, which is conducive to the company to speed up the return of funds. The decision-making procedures and relevant contents of this matter comply with the provisions of national laws, regulations and other normative documents. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, and will not have an adverse impact on the normal operation and business development of the company.
7、 Documents for future reference
1. Resolutions of the 31st meeting of the 5th board of directors;
2. Resolutions of the 27th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 31st meeting of the Fifth Board of directors of the company;
4. Supplementary agreement to equity transfer agreement;
5. Letter of guarantee.
It is hereby announced.
Great Chinasoft Technology Co.Ltd(002453) board of directors
January 27, 2002
