Bit Technology Holdings Co., Ltd.
Stock Code: 000621
Stock Abbreviation: *ST Bit
Announcement No.: 2004-028
Announcement on Related Transactions of Debt Restructuring
The company and all members of the board guarantee that the content of this announcement is true, accurate, and complete, and bear responsibility for any false records, misleading statements, or significant omissions in the announcement.
1. Overview of Related Transactions
To resolve historical issues of Bit Technology Holdings Co., Ltd. (hereinafter referred to as "the Company" or "Bit Technology"), escape from difficulties, avoid delisting, and protect the interests of small and medium investors, the parties involved in this transaction are: Bit Technology, Ningbo Huaneng Leasing Co., Ltd. (hereinafter referred to as "Ningbo Huaneng"), and Guangsha Construction Group Co., Ltd. (hereinafter referred to as "Guangsha Group"). After friendly consultations, they agreed to divest Bit Technology's relevant poor assets and liabilities and signed the "Debt Restructuring Agreement of Bit Technology Holdings Co., Ltd." (hereinafter referred to as "this Agreement") in Shanghai on April 21, 2004.
This Agreement stipulates that on the effective date of this Agreement, Guangsha Group will first repay the principal of 50 million yuan and its interest owed by the Company to the Agricultural Bank of China (ABC) on behalf of the Company (the transfer of this debt requires the consent of ABC), thus the Company's liability to Guangsha Group will be 193,288,773.15 yuan and its corresponding interest. After the repayment of 50 million yuan and its interest to the bank, the Company will transfer approximately 193.3 million yuan of other receivables to Ningbo Huaneng. Meanwhile, Guangsha Group agrees that the Company's total liabilities to Guangsha Group will be transferred to Ningbo Huaneng, which will inherit these liabilities. After the completion of the above transaction, the Company will no longer owe any debts to Guangsha Group. Through this transaction, the Company will divest approximately 193.3 million yuan of debts and an equivalent book value of other receivables. Ningbo Huaneng is the Company's controlling shareholder, and this transaction constitutes a related transaction between the Company and Ningbo Huaneng. This matter was reviewed and approved by the Company's temporary board of directors on May 28, 2004.
The temporary board meeting required 9 directors to attend, with 8 actually present. The 4 related directors abstained from voting, and the 4 non-related directors unanimously approved this proposal; the independent directors issued independent opinions on this related transaction. This transaction will be submitted for approval at the shareholders' meeting scheduled for June 29, 2004, and related parties will waive their voting rights on this proposal at the shareholders' meeting.
2. Introduction of Related Parties (Transaction Parties)
(1) Basic Information of Transaction Parties
- Basic Information of Transaction Parties
Ningbo Huaneng Leasing Co., Ltd., legal representative Zhang Lu, established on September 21, 1993, registered at No. A7, Huaneng Office Building, Ningbo Free Trade Zone, with a registered capital of 150 million yuan. Its business scope includes machinery and equipment leasing, international trade, re-export trade, export processing, warehousing, and trade services. Guangsha Construction Group Co., Ltd., legal representative Lou Ming, established on November 8, 1994, with a registered capital of 300 million yuan, mainly engaged in first-class engineering contracting, manufacturing of construction materials, construction machinery manufacturing, and secondary real estate development. - Ningbo Huaneng Leasing Co., Ltd. is the largest shareholder of the Company, holding 33,969,000 shares.