Nanfang Stock Exchange (600250): Progress In Listing And Pferring 40% Stake In Nanjing Construction And Textile Company

1. The basic situation of pactions

The ninth three board of directors of the Nanjing textiles import and export Limited by Share Ltd (hereinafter referred to as Nanfang stock or company) agreed that the company should not be less than the assessed value of the record made by the state assets, specifically designated as 13 million 334 thousand yuan as the bottom price of the listing, and 40% shares of the Nanjing construction and textile industry Co., Ltd. (hereinafter referred to as the "textile industry"), which was publicly pferred by the Nanjing public resources trading center (hereinafter referred to as the trading center), and authorized the operation layer to fully handle the pfer of shares, including, but not limited to, determining the listing price, signing relevant contract agreements, and handling the pfer procedures of stock rights.

If a listing fails to collect the pferee, the business layer shall have the right to continue listing the price according to the rules of the property right paction, and no further consideration shall be held by the board of directors.

From November 16, 2018 to December 27, 2018, the 40% equity pfer project of the construction and textile industry was listed at the trading center once, and the listing price was 13 million 334 thousand yuan. It was agreed that the pferee should sign the debt repayment agreement at the same time of signing the property rights paction contract, and the Nanjing Textile Industry Co., Ltd., a wholly owned subsidiary of the Six Dynasties Clothing Co., Ltd. (hereinafter referred to as the Six Dynasties clothing), paid 27 million 250 thousand and 500 yuan (including interest) to the South spinning share, and failed to collect the intention assignee.

From January 2, 2019 to February 15, 2019, the 40% equity pfer project of the construction and textile industry was listed on the trading center for the two time. The listing price is not less than 90% of the listing price. It is determined to be 12 million 10 thousand yuan, and the other listing conditions remain unchanged.

The above contents are detailed in the notice issued by the company in September 22, 2018, November 17, 2018 and January 3, 2019 concerning the listing of 40% equity interest in the pfer of Nanjing Construction & Textile Industrial Co., Ltd., "the announcement on the pfer of the 40% equity interest in the pfer of Nanjing Construction & Textile Industry Co., Ltd.".

Two, paction progress

In February 18, 2019, the company received a letter from the trading center about the result of the two listing of the 40% equity pfer project of the construction and textile industry. As at the end of the listing period, Jiangsu Jinggu Investment Co., Ltd. (hereinafter referred to as Jinggu investment), an intention pferee, came to register.

Jinggu invested 3 million 610 thousand yuan in the prescribed time limit, and the company confirmed the pferee qualification of Jinggu investment.

In March 4, 2019, the company signed the property rights trading agreement and debt repayment agreement with Jinggu investment under the attestation of trading center.

Three. The basic situation of the pferee

Name: Jiangsu Jinggu Investment Co., Ltd.

Type: limited liability company

Unified social credit Code: 91320115MA1MAEL21M

Residence: room 910, 6 Jiangning Wanda Plaza (West District), No. 68, Zhu Shan Road, Dongshan street, Jiangning District, Nanjing.

Legal representative: Hua Xiaobing

Registered capital: 16 million yuan RMB.

Date of establishment: October 27, 2015

Scope: investment management, investment consulting.

(legally approved projects can be launched after approval by the relevant departments).

Ownership structure: Hua Xiaobing shares 70%, Chen Cuili holds 30%.

The natural person Hua Xiaobing and Chen Cuili are husband and wife relations. They are the common practical controllers of Jinggu investment. According to the relevant regulations of the Shanghai Stock Exchange Listing Rules, Hua Xiaobing and Chen Cuili are not related to the company. Jinggu investment does not belong to the affiliated party.

Four, the main contents of the contract agreement.

(1) property right paction contract

Transferor: Nanjing textiles import and export Limited by Share Ltd

Transferee: Jiangsu Jinggu Investment Co., Ltd.

Nanjing Municipal Public Resources Trading Center

1. Transfer target

Nanfang shares owns 40% stake in Nanjing Jian Fang Industrial Co., Ltd.

2. Transfer price and payment method and term.

In accordance with the relevant provisions of state-owned property rights trading, Nanfang shares pfer the 40% stake in the construction and textile industry through the form of public pfer through the trading center. Jinggu investment has been granted a 40% stake in the construction industry by 12 million 10 thousand yuan at the price of $12 million 10 thousand.

Jinggu investment has paid 3 million 610 thousand yuan to the trading center, and Jinggu investment should pay the remaining paction price to the trading center for 8 million 400 thousand yuan within 10 working days from the next day after the contract comes into effect (deducting the 3 million 610 thousand yuan of the deposit paid).

3. Inheritance and settlement of claims and debts.

Jinggu investment must sign the "debt repayment agreement" at the same time when signing the "property rights paction contract". According to the contract, the textile industry of the Dai Jian and its wholly owned subsidiary, the Six Dynasties costumes repay 27 million 250 thousand and 500 yuan to the South spinning shares.

In addition to the above stipulations, all the claims and debts of the textile industry before the pfer of the shares before the completion of this equity pfer will continue to be enjoyed and undertaken by the construction and spinning industry. Jinggu investment is responsible for the debt and debt of the textile industry in accordance with the provisions of the company law.

4, pfer of target delivery

In Jinggu investment, all paction costs and paction fees reached the trading center account, and Nanfang shares received a total of 8 million 180 thousand yuan after the first repayment of the Six Dynasties costume in accordance with the debt repayment agreement.

5, profit and loss during the period

The profit and loss between the benchmark date of self assessment of the textile industry and the date of the equity modification date of the industry and Commerce shall be borne or enjoyed by Jinggu investment in accordance with the pferability ratio.

(two) debt repayment agreement

Transferor: Nanjing textiles import and export Limited by Share Ltd

Transferee: Jiangsu Jinggu Investment Co., Ltd.

Target company 1: Nanjing Jian Textile Industrial Co., Ltd.

Target company two: Nanjing Six Dynasties Garments Co., Ltd. (wholly owned subsidiary of Jian Fang industry)

1. Total debt amount

The textile industry and the Six Dynasties costumes borrowed from the South spinning shares in the past business process due to lack of funds.

The parties to the agreement jointly confirmed that as at the date of signing the agreement, the textile industry owed 19 million 896 thousand yuan to Nanfang shares, 2 million 486 thousand and 300 yuan owed to Nanfang shares in the Six Dynasties, and 22 million 382 thousand and 300 yuan owed to Nanfang shares, while the interest on the arrears was 4 million 868 thousand and 200 yuan and the total principal and interest was 27 million 250 thousand and 500 yuan.

2. Repayment terms and time limit

The method is divided into payments. The first repayment is 10 days from the date of signing the agreement, and the total amount of 8 million 180 thousand yuan is invested by Jinggu investment and the Six Dynasties garments. The payment is then made from the 5 days of the construction and textile industry and the Six Dynasties garments to the designated account of Nanfang textile, but not later than the payment of all the equity paction price stipulated in the property paction contract. The second repayment is made by Jinggu investment before November 30, 2019, and the total amount of 19 million 70 thousand and 500 yuan is 19 million 70 thousand and 500 yuan from the construction and textile industry and the Six Dynasties clothing. Then the payment is made within 5 working days of the textile industry and Six Dynasties clothing to the Nanfang share designated account, and the interest during the second payment is calculated according to the one-year lending benchmark interest rate of the people's Bank of China. Repayment

3, liability guarantee

In order to ensure that Jinggu investment fulfil the obligation to pay second debt repayment obligations, Jinggu investment should complete the registration of shareholders' change with the completion of the pfer of stock rights, cooperate with Nanfang stock to set up registration of stock ownership, pledge its 40% stake in the construction and spinning industry to Nanfang stock, and provide Nanfang textile shares with a guarantee of not less than 8 million yuan (mortgage / pledge).

After Jinggu's obligation to pay off the remaining debts and the obligations of the construction industry and the Six Dynasties clothing, Nanfang share with the Jinggu group to handle the cancellation of stock registration and other security procedures.

Five, the impact of trading on the company

In the past year, the company has prepared bad debts for the above-mentioned textile industry and the total payment of the Six Dynasties' clothing debts. If the paction is successfully completed, it is expected to increase about 40 million yuan in cash inflow and profits (including equity paction price and debt repayment), and the final amount will be based on the audited data.

After the completion of the paction, the company no longer owns equity in the construction industry.

Notice hereby

The board of directors of Nanjing textiles import and export Limited by Share Ltd

March 6, 2019