Stock abbreviation: Jade Bird Huaguang Stock Code: 600076 Number: Lin 2015-012
Weifang Beida Jade Bird Huaguang Technology Co., Ltd.
Announcement on progress of major asset restructuring
The company and all members of the board of directors guarantee that the announcement contains no false records, misleading statements or
material omissions, and shall bear individual and joint liability for the authenticity, accuracy and completeness of its contents.
The company's actual controller and largest shareholder is planning a major asset reorganization involving the company. Upon application by the company, the company's shares have been suspended from trading since January 5, 2015. On February 5, 2015, the company disclosed the "Announcement on the Continued Trading Suspension of Major Asset Reorganization", and the company's shares will continue to be suspended from trading for no more than one month starting from February 5, 2015.
Since the company is currently under investigation by the China Securities Regulatory Commission, the company has not yet received the investigation conclusion from the China Securities Regulatory Commission. The investigation results may have a significant impact on the company's planning for this major asset reorganization. At present, the company's actual controller and largest shareholder are conducting relevant consultation and demonstration with relevant institutions on the company's major asset restructuring matters. In order to promote the company's major asset reorganization and subsequent development, after friendly negotiation, the company's actual controller and largest shareholder signed a framework cooperation agreement for major asset reorganization with the intended reorganizing party, and according to the arrangements in the cooperation agreement, payment has been received from the intended reorganizing party of the first performance bond. The company's largest shareholder, Beijing Dongfang Guoxing Technology Development Co., Ltd., has pledged 7,290,000 shares of the company held by the company to the intended reorganizer, accounting for 1.99% of the company's total share capital. The cooperation agreement involves the company's major asset reorganization framework: it plans to adopt the method of "major asset replacement, issuance of shares to purchase assets and raise supporting funds", and the purchased assets are the equity of third-party companies that have no relationship with the company. The company is named Guo Zhixian and his family members are the actual controllers and belong to wood composite materials and forestry. After the completion of this major asset reorganization, the actual controller of the company will change.
During the suspension period, the company carried out due diligence on the assets of the target company, which is still in progress; the company and intermediaries, including but not limited to financial consultants, audit agencies, appraisal agencies and lawyers, conducted a due diligence investigation on the company’s actual controller and the largest We have communicated the restructuring plan proposed by shareholders, but have not yet signed a restructuring service agreement with intermediaries including financial consultants; cooperate with relevant intermediaries to conduct pre-assessments and pre-audits to prepare for the issuance of reports. The company still needs to sign a transaction agreement with the reorganizing party, and needs to convene a board of directors to review this major asset restructuring plan.
In view of the significant uncertainties in the planning of this major asset reorganization, the company will promptly perform its information disclosure obligations in accordance with the "Administrative Measures for Major Asset Reorganization of Listed Companies" and other relevant regulations, combined with the progress of relevant matters during the suspension period. Every five transactions The progress of relevant matters will be announced once a day.
Special announcement.
Weifang Beida Jade Bird Huaguang Technology Co., Ltd.
February 11, 2015
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