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Xinhua Jin (600735): Progress In Acquisition Of Graphite Mine Assets And Related Transactions

2020/4/20 10:40:00 2

Xinhua BrocadeTextile StocksThe Latest Announcement

Shandong Xinhua Jin International Limited by Share Ltd's progress announcement on the acquisition of graphite assets and related transactions

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.

1. Summary of transactions

Shandong Xinhua Jin International Limited by Share Ltd (hereinafter referred to as "company" or "listed company") convened the tenth meeting of the twelfth board of directors in February 7, 2020, and deliberated the adoption of the motion on the purchase of assets and related transactions of graphite deposits, and agreed that the company will invest 40 million 750 thousand yuan in its own capital to the Shandong Xinhua Jinxin Mstar Technology Ltd, the affiliated party, hereinafter referred to as "new material public". The company purchased 50% equity interest of Qingdao Sen Hui graphite Co., Ltd. (hereinafter referred to as "Qingdao Sen Hui" or "target company"). After the transaction was approved by the board of directors, the company signed the "equity transfer agreement" and "supplementary agreement on equity transfer agreement" with the new material company, and the Xinhua News Group Co., Ltd., the controlling shareholder of the new material company, issued a letter of commitment to the listed company on matters related to the transfer of shares. For details, please see the announcement of the company on the Shanghai stock exchange website (www.sse.com.cn) and the Shanghai Securities Journal on the purchase of graphite ore assets and related transactions (Bulletin number: 2020-010) and the correction notice on the purchase of graphite ore assets and related transactions (Bulletin number: 2020-014).

Two, the progress of the implementation of the transaction.

According to the equity transfer agreement signed by the two parties, the company paid the first share transfer price of the new material company to the transaction side by 20 million yuan in February 17, 2020.

According to the relevant arrangements for the transaction, the new material company agreed to make the following adjustments to the loan agreement between the new material company and Qingdao Sen Hui before the transaction. The two sides agreed to adjust the loan interest rate to the corresponding interest rate of the bank from the date of the completion of the transaction, and the new material company was exempt from the penalty interest stipulated in the original loan agreement. When ISO has the ability to repay, it will pay the corresponding interest according to the actual loan period. In addition, 5 other shareholders of Qingdao Sen Hui also agreed to give up the penalty interest stipulated in the original loan agreement. As of the date of the announcement, 5 shareholders of new material company and Qingdao Sen Hui have issued a commitment to abandon the penalty repayment right to Qingdao Sen Hui.

As of April 2020, all the preconditions for the delivery of the underlying companies involved in the 7 Japanese transaction were fully met, and the two sides had written confirmation of the precondition for the delivery of the target company. In April 16, 2020, the industrial and commercial registration of the 50% equity exchange of Qingdao Sen exchange has been completed.

According to the agreement of the share transfer agreement, the loss of the target company in the transitional period shall be deducted from the transaction price directly according to the shareholding ratio of the new material company to the target company 50%. According to the special audit report on the profit and loss situation of Qingdao Sen Hui graphite Co., Ltd., which was issued by the China sky transport accounting firm (special general partnership), the profit and loss situation in the transition period of sinhui graphite Co., Ltd. (Zhong Tian Yun [2020] Pu word no. 00120), the net profit of Qingdao Sen Hui in the transition period (October 1, 2019 to March 31, 2020) was -5890471.93 yuan. The two sides agreed on the basis of the aforesaid agreement and the audit results and signed the memorandum on the implementation of the profit and loss arrangement for the transitional period in April 16, 2020, confirming that the transaction consideration of the transaction was reduced from 40 million 750 thousand yuan to 37 million 800 thousand yuan after the loss of the transitional period was deducted. On April 16, the company paid the remaining transaction price of new material company 17 million 800 thousand yuan. As of the announcement date, the acquisition of graphite mine assets and related transactions have been completed, this announcement.

Shandong Xinhua Jin International Limited by Share Ltd

Board of directors April 18, 2020

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