Jiaxin Silk (002404): More Than 5% Of Shareholders Holding The Internal Agreement To Transfer Shares And Changes In Rights And Interests

Stock Code: 002404 securities short: Jiaxin silk bulletin number: 2020 - 003

Zhejiang Jiaxin silk Limited by Share Ltd's announcement on the progress of the transfer of shares and changes in equity by more than 5% shareholders

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the information disclosure, without any false record, misleading statement or major omission. The Zhejiang Jiaxing silk Limited by Share Ltd (hereinafter referred to as "the company") received documents of information on the transfer of shares of the company and the capital increase agreement issued by Zhejiang Kai Xi Ya international Limited by Share Ltd (hereinafter referred to as "Kay hi Ya international") in December 30, 2019, and the capital investment agreement of kaxa international and its wholly owned subsidiary, Zhejiang Kai Xi Ya Investment Co., Ltd. (hereinafter referred to as "Kay hi Ya investment") signed the "capital increase agreement" in December 30, 2019. It agreed that Kay Ya Ya would take 92490071 shares of its holding company (16.01% of the total capital stock of the company) and transfer the price contribution agreement to the investment of Kaxi Ya in the form of non monetary contribution. After the completion of equity changes, the company will hold 92490071 shares of the company (accounting for 16.01% of the total share capital), and Kay Heya international will no longer directly share Holding Company shares, but indirectly hold the corresponding equity interests of the company through the investment of Kay Heya. The specific contents are detailed in the "notice on the transfer of shares and interests of the shareholders within 5% of the shareholding of more than 2019 of the shareholders," disclosed by the company on December 31, 2019 in the securities times, China Securities Journal and cninfo.com.cn. (Bulletin number: 2019 - 060).

1. The adjustment of the transfer plan of the agreement.

In January 15, 2020, the company received more than 5% of the shareholding shareholders' letter of notification on the progress of the transfer of shares of the agreement, issued by kasheya international. The company, based on further promoting the integration of internal assets, taking into account the operation and development prospects of kasheya investment, promoted and implemented the injection of related assets into kasheya investment as soon as possible, and decided to adjust the original agreement transfer plan. In January 15, 2020, Kai Xi Ya international and Kay Seya investment signed the supplementary agreement on the capital increase agreement of Zhejiang Kay joy Investment Limited. The capital contribution method of the new capital registered by Kay Seya International Investment Limited is "adjusted by the 60% equity interest of the company and the 16.01% share of the listed company, and the investment is adjusted to the 60% equity interest and cash contribution of the company." On the same day, Kai Xi Ya international and Kai Xi Ya investment signed "about Zhejiang Jiaxin silk shares."

The share transfer agreement of the limited company takes the closing price of the two class market (6.36 yuan / share) of the company's shares on the first day of the signing date of the agreement as the pricing basis, and transfers the 92490071 shares of the company's shares to RMB for the transaction price of RMB 529 million 968 thousand and 107 yuan (hereinafter referred to as the "equity interest change"). The price of the 92490071 shares of the company shall be transferred to the company's investment (hereinafter referred to as the "equity change"). After the completion of this equity change, Kay Heya international will no longer hold any direct shares of the company. The investment will hold 92490071 shares of the company (16.01% of the total share capital). There is no difference in the shareholding relationship after the implementation of the original agreement transfer plan.

Two, the main contents of the share transfer agreement

1. this transaction arrangement.

1.1 in order to further promote the internal assets integration of kasiya international, take into account the operation and development prospects of kasiya investment and other factors, as soon as possible, promote and implement the injection of related assets into kasiya investment as soon as possible. Kasiya international agrees to transfer the 92490071 shares of the listed company (the "underlying shares") to the investment of kasheya according to the terms and conditions agreed in this agreement.

1.2 the underlying shares of the transaction are RMB ordinary shares with unlimited sale conditions, accounting for 16.01% of the total issued shares of listed companies.

1.3 after the completion of the transaction, the company will no longer hold the underlying shares, and the investment will hold the underlying shares and enjoy the shareholder's rights and obligations as shareholders of the listed company.

2. transaction pricing and payment

2.1 the two sides agree and confirm that the benchmark price of the underlying shares of the transaction is the closing price of the two class market (6.36 yuan / share) of the listed company's shares on the previous trading day of the signing date of this Agreement (January 14, 2020).

2.2 the two sides agree and confirm that the transfer price of the underlying shares of the transaction is RMB 5.73 yuan, which is no less than 90% of the two class market closing price of the listed company's shares on the first day of the agreement, and the transfer price of the underlying shares is RMB 529 million 968 thousand and 107 yuan. Underlying stocks of the transaction

The transfer price per share is in line with the relevant provisions of the Shenzhen Stock Exchange on the transfer of shares agreement of the listed company.

2.3 the two sides agreed that the investment price of Kay Heya will be paid to Kay Heya international.

(1) within 15 working days from the date of entry into force of this agreement, CX investment will pay RMB 50 million yuan to Kay Heya international.

(2) within 30 working days from the date of the Shenzhen stock exchange's issuance of the confirmation of the share transfer application of the listed company, the investment of Kay heyday will be paid RMB 250 million yuan to Kay Heya international.

(3) within 30 working days after the completion of the transfer of securities by the China Securities Depository and Clearing Co., Ltd., the company's investment price is paid by Kay Heya international to the remaining transaction price.

2.4 the two sides agreed that after the payment of the transfer price to Kay Heya international under the agreement of article 2.3 of this agreement, the investment was deemed to be the obligation of Kay to invest in the payment of the transaction price under this agreement.

2.5 the two sides agreed that, within 10 days from the day when Kai Xiya international received all the transfer price of the underlying shares, a written confirmation was made by Kai Xiya international to invest in Kai Xiya, confirming that Kai Xiya's investment has fully paid the transfer price of the underlying shares in accordance with this agreement.

3. costs and taxes.

The two sides agree and confirm that the relevant expenses and taxes and fees arising under this transaction shall be borne and paid separately by both parties in accordance with relevant laws and regulations.

4. signature and entry into force

This Agreement shall enter into force after signature and seal affixed by the legal representatives / authorized representatives of both parties.

Three, other instructions

1. this change in rights and interests is in conformity with the provisions of the relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures for the acquisition of listed companies, the company's information disclosure standard and Format Standard No. fifteenth of the public offering of securities, the report on changes in rights and interests, and the guidelines for the standardized operation of small and medium enterprises listed companies on the Shenzhen stock exchange.

2. the investment of Kay Heya international and Kay Heya does not belong to the "dishonest executor" promulgated by the Supreme People's court.

3. Kay Heya international is not a controlling shareholder or actual controller. This change in interest will not lead to changes in the company's control rights, and will not affect the corporate governance structure and sustainable operation.

4. the transfer of shares is still subject to the Shenzhen stock exchange's compliance audit, and can be transferred to the Shenzhen branch of China Securities Depository and Clearing Co., Ltd.. The company will continue to pay attention to the follow-up progress and fulfill the obligation of information disclosure in a timely manner.

5. details of this equity change are detailed on the same day.

(www.cninfo.com.cn) "Zhejiang Jiaxin silk Limited by Share Ltd simplified rights and interests report (Revised Version)" (Kay hi Ya International) and "Zhejiang Jiaxing silk Limited by Share Ltd simplified rights and interests change report" (Revised Version) (kaxiya investment).

Four. Reference documents

1. letter of notification on the progress of the transfer of shares of the company.

2. agreement on transfer of shares of Zhejiang Jiaxin silk Limited by Share Ltd

3. Zhejiang Jiaxin silk Limited by Share Ltd brief report on changes in equity (Revised Version) (Kay hi Ya International)

4. Zhejiang Jiaxin silk Limited by Share Ltd brief report on changes in equity (Revised Version)

Notice hereby.

Zhejiang Jiaxin silk Limited by Share Ltd board of directors

January 17, 2020