Ya Yun Shares (603790): Acquisition Of 51% Stake In Shendong New Material

Shanghai Ya Yun textile chemical Limited by Share Ltd announcement on the acquisition of 51% stake in Zhejiang Zhendong New Material Co., Ltd.

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Important note:

Shanghai Ya Yun textile chemical Limited by Share Ltd (hereinafter referred to as "company" or "Ya Yun shares" (25.720, 0, 0%)) at 0 yuan, Shaoxing earthquake East Technology Co., Ltd. (hereinafter referred to as "Zhendong technology") is entitled to 51% of the Zhejiang earthquake East New Material Co., Ltd. (hereinafter referred to as "Shendong new material" or "Target Corp"), with a capital contribution of 51 million yuan and a paid capital contribution of 0 yuan, hereinafter referred to as the "target equity".

? this paction has not constituted related pactions and has not constituted a major asset reorganization.

There is no major legal obstacle to the implementation of the paction.

This paction is not required to be submitted to the shareholders' meeting for consideration.

1. Summary of pactions

In March 28, 2019, the company signed the pfer agreement of Zhejiang earthquake East New Material Co., Ltd. with jendong technology. At the price of 0 yuan, the company was granted a 51% stake in Zhendong new material, which was held by Zhendong Technology (subscribed for 51 million yuan and paid 0 yuan). It also assumed the obligation to pay and pay part of the underlying equity.

After the completion of the paction, the company held a 51% stake in Zhendong new material and incorporated it into the company's consolidated statement.

The company held the eighteenth meeting of the third board of directors in March 28, 2019, and deliberated and adopted the motion on the acquisition of 51% stake in Zhejiang Zhendong New Material Co., Ltd.

The board of directors only considered a motion. The voting by the voting director who attended the meeting approved the motion by agreeing 9 votes, 0 votes, 0 abstentions and 0 votes.

This paction does not constitute a related paction and does not constitute a major asset reorganization stipulated in the administrative measures for the major asset reorganization of listed companies.

According to the provisions of the Shanghai Stock Exchange Listing Rules and the statute of Shanghai Yat Yun textile chemical Limited by Share Ltd, the paction is not subject to the consideration of the shareholders' meeting within the limits of examination and approval of the board of directors.

Two, the basic situation of the counterparty

(1) basic situation

Name: Shaoxing Zhendong Technology Co., Ltd.

Unified social credit Code: 913306217719358168

Type: limited liability company (natural person investment or holding)

Residence: Qi Yuan Road, Binhai Industrial Area, Keqiao District, Shaoxing

Legal representative: Fu Yuejiang

Registered capital: 18 million yuan RMB.

Main shareholders: Fu Yue Jiang shares 60%, Song Liqin holds 40%

Business scope: research and development of textile fabrics; research and development of dyeing auxiliaries; research and development of environmentally-friendly building materials; distribution of auxiliaries for printing and dyeing auxiliaries (except chemical dangerous goods); textile, textile auxiliaries, dyes, chemical raw materials (except chemical dangerous goods).

(two) major business development in recent three years

Shendong technology was founded in 2005. It is a textile chemical professional enterprise integrating R & D, production, marketing and sales applications. It is one of the active suppliers in the textile and dyeing industry. Its development in recent three years is good. Its main products include impregnation pretreatment auxiliaries, dyeing auxiliaries, printing auxiliaries, whitening agents, functional auxiliaries, enzyme preparations and special auxiliaries.

(three) major financial indicators for the latest year

Main financial data of unregistered audited technology in 2018: total assets 37 million 922 thousand and 900 yuan, net assets 17 million 507 thousand and 100 yuan, operating income 58 million 901 thousand and 600 yuan in 2018, 1-12 yuan in 2018, net profit 3 million 272 thousand and 900 yuan in 2018.

(four) there is no correlation between the counterparty and the company.

Three, the basic situation of paction targets

(1) basic situation

Name: Zhejiang Zhendong New Material Co., Ltd.

Unified social credit Code: 91330621MA2BGYW982

Type: limited liability company (wholly owned by non natural person investment or holding company)

Residence: intersection of Qi Yuan Road and Shuang Zha Road, Binhai Industrial Zone, Keqiao District, Shaoxing City, Zhejiang Province

Legal representative: Fu Yuejiang

Registered capital: 100 million yuan RMB.

Before the paction, the shareholding structure: Shendong Technology Holdings 100%

After the paction, the shareholding structure: 51% of Jointown shares, and 49% of Shendong technology holdings.

Business scope: production, processing and marketing: nanomaterials, textile auxiliaries, dyes (above hazardous chemicals and precursor chemicals); distribution; chemical raw materials and products (except hazardous chemicals and precursor chemicals); research and development of textile auxiliaries, dyestuffs, textile fabrics, new materials, technology development, technology pfer, technical consultation and technical services in the field of printing and dyeing technology; import and export of goods and technologies, except for those prohibited by laws and administrative regulations; self owned workshop leasing; property management; textile fabrics and chemical products (except hazardous chemicals and precursor chemicals).

The project must be approved according to law and can be carried out after approval by the relevant departments.

(two) asset ownership

As of the date of disclosure of the announcement, there is no restriction on the rights of the underlying stock, such as pledge or freeze, and there are no major disputes, litigation or arbitration matters involving the underlying share rights.

(three) major financial data of the Target Corp

The Target Corp was established in February 20, 2019. It has not been operated and has no financial data for the time being.

(four) pricing and pricing basis for trading targets.

In view of the fact that the Target Corp is not yet operating for the newly established company, after consultation, the parties confirm that the paction price of the company's 51% equity interest granted to Target Corp (subscribed 51 million yuan and paid 0 yuan) is 0 yuan. After delivery, the company undertakes the obligation to pay the paid portion of the underlying equity, and the price is fair.

Four, the main contents and performance arrangements of the paction agreement.

The main provisions of the agreement on equity pfer of Zhejiang earthquake East New Materials Co., Ltd. are as follows:

(1) the two sides of the agreement

Transferor: Zhendong Technology

Transferee: Ya Yun shares

(two) equity pfer target and pfer price

The pferor pfers the 51% equity held by Target Corp (51 million yuan of paid capital contribution and 0 yuan of paid capital) to the pferee at a price of 0 yuan, and the pferee shall bear the obligation to pay part of the outstanding part of the underlying stock.

(three) the mode and time limit of pfer of shares.

The pfer of shares is based on the resolution of the board of directors, the signing of the equity pfer agreement, and the pfer of the underlying shares of the company through the approval of the administrative department for Industry and commerce.

Within 10 working days after the entry into force of this agreement, both parties shall handle the registration of industrial and commercial registration of the pfer of the underlying shares.

(four) corporate governance and personnel arrangement after delivery.

1, Target Corp board of directors

After the delivery date, the Target Corp should conduct a re election of the board of directors. Among them, the board is composed of 3 directors. The company has the right to nominate 2 directors, and Zhendong technology has the right to nominate 1 directors. Neither party can veto the election of its other nominated directors for violation of the mandatory provisions of laws, administrative regulations and departmental rules.

The Target Corp has 1 Chairman and six (6) years after the date of equity delivery. The chairman of Target Corp is appointed by the director of Jindong technology, and the legal representative is appointed by the director of the company.

2, Target Corp supervisors

After the delivery date, the Target Corp did not set up a board of supervisors and set up 1 supervisors.

3. Management and core personnel.

The general manager of Target Corp is nominated by Ya Yun share, Target Corp chief financial officer is appointed directly by Ya Yun share, and the internal audit accepts vertical management of the relevant organization system of Ya Yun share.

(five) effective terms and effective time of a contract

This Agreement shall enter into force after signing and affixed with the official seal by the authorized representatives of both parties, and through consideration of the relevant stock rights pfer by the board of directors of the company.

(six) liability for breach of contract

Upon the entry into force of this agreement, both parties shall be bound by the terms of this agreement.

If any party fails to perform or fails to perform in time, or fails to perform any obligations under this agreement, or fails to comply with the representations and warranties of the agreement, the party shall be deemed to be in breach of contract, and the breaching party shall bear the liability for breach of contract in accordance with the provisions of this Agreement and the provisions of the law, that is, the breach party shall compensate for the direct or indirect losses and expenses incurred by the breach of contract, including, but not limited to, the full expenses and expenses for the realization of the compensation, including not limited to: the cost of engaging the intermediary agency in this paction, the lawyer fees, the cost of case acceptance, the property preservation fee, the appraisal fee, the execution fee, etc.) arising from the breach of the contract.

Five. Other arrangements related to the acquisition of assets.

The paction does not involve personnel resettlement, land lease, debt debt pfer and so on. After completion of the paction, there will be no associated paction or competition with related parties, nor will it have a significant adverse impact on the independence of the company.

Six, the purpose of acquiring equity and its impact on the company.

The acquisition of Shendong new material equity is in line with the company's development strategy and investment direction, which is conducive to the integration of the new material industry structure, and is consistent with the company's long-term development strategy plan.

After the completion of this paction, Target Corp Shendong new material will be incorporated into the company's consolidated statement and become a subsidiary of the company.

There is no difference in accounting policy or accounting estimate between Shendong new material and company. As of the date of announcement of this announcement, there are no external guarantees, entrusted financial affairs and so on.

The paction is based on a fair and reasonable pricing principle. There is no damage to the interests of the company and shareholders, especially the interests of small and medium shareholders. It will not adversely affect the company's financial position and business results.

The acquisition is based on the long-term strategic layout of the company and the uncertain market competition environment that may be faced in the future. Investors are invited to pay attention to investment risks.

Notice hereby.

Shanghai Ya Yun textile chemical Limited by Share Ltd board

March 29, 2019