Northern Changlong New Material Technology Co., Ltd.
Announcement on the Completion of Transfer of Assets for Major Asset Purchase
The Company and all members of its board of directors guarantee the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Northern Changlong New Material Technology Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company") acquired 51.00% of the shares of Shenyang Shunyi Technology Co., Ltd. (hereinafter referred to as the "Target Company") held by Li Ying Shun, Zhao Jian Zhe, Wang De Biao, Hangzhou Yaqi Ge Investment Management Partnership (Limited Partnership), Bing Jing Zhi Zao Ling Hang (Xiamen) Equity Investment Fund Partnership (Limited Partnership), Yingtan Jia Rui Rong Feng Equity Investment Partnership (Limited Partnership), Liaoning Run He Equity Investment Partnership (Limited Partnership), Liaoning Sheng Jing Ying Cai Development Venture Capital Fund Partnership (Limited Partnership), and Liaoning Sino-German Industrial Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as the "9 Transaction Counterparties") through cash payment (hereinafter referred to as the "Transaction").
The Transaction does not constitute a related-party transaction but constitutes a major asset restructuring as stipulated by the "Administrative Measures for Major Asset Restructuring of Listed Companies." The Transaction does not involve the issuance of shares and will not lead to a change in the Company's control. As of the date of this announcement, the transfer of the target assets involved in the Transaction has been completed.
I. Implementation of the Transaction
(I) Delivery of Target Assets
The target assets of this Transaction are the 51.00% shares of the Target Company held by the 9 Transaction Counterparties. As of the date of this announcement, the Target Company has completed the change of shareholder registration for 42.8510% of the shares held by the Transaction Counterparties, the industrial and commercial registration of the Target Company's articles of association and the directors and financial officers appointed by the Listed Company, and the entrustment of voting rights for the shares held by Li Ying Shun and Wang De Biao, which account for 8.1490%. Upon completion of the current stage of delivery of the target assets, the Listed Company will control a total of 51.00% of the voting rights of the Target Company, and the Target Company will become a holding subsidiary of the Listed Company.
(II) Payment of Transaction Consideration
As of the date of this announcement, the Listed Company is in the process of paying the relevant funds from the joint custody account to the designated accounts of each transaction counterparty in accordance with the "Agreement for Cash Purchase of Assets" signed with the transaction counterparties, and will complete the payment after this announcement.
(III) Handling of Claims and Liabilities of Target Assets