Jiangnan Red Arrow: Announcement of Signing the Letter of Intent for Equity Transfer
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Hunan Jiangnan Red Arrow Co., Ltd. Announcement on Signing the Letter of Intent for Equity Transfer with Jiangxi Shentian Carbon Co., Ltd. and Its Original Shareholders
Special Note:
1. The signing of the Letter of Intent for Equity Transfer is intended to express the willingness of the two parties to transfer and purchase the shares and the results of preliminary negotiations. It is still necessary to sign the relevant formal agreement after fulfilling the corresponding decision-making and approval procedures in accordance with the Articles of Association and relevant laws and regulations. Therefore, there is still uncertainty in the equity acquisition, and investors are advised to pay attention to investment risks.
2. The follow-up matters involved in the signing of the Letter of Intent for Equity Transfer, the company will strictly implement the corresponding decision-making and approval procedures in accordance with relevant regulations and requirements, and fulfill the information disclosure obligations according to law. All company information is published in the designated media. The official announcement shall prevail.
I. Transaction overview
Zhongnan Diamond Co., Ltd. (hereinafter referred to as “Zhongnan Diamondâ€), a wholly-owned subsidiary of Hunan Jiangnan Hongjian Co., Ltd. (hereinafter referred to as “the companyâ€), and Jiangxi Shentian Carbon Co., Ltd. on March 6, 2014 (hereinafter referred to as “ Jiangxi Shentian" and its shareholders Shenzhen Zhongnan Diamond Co., Ltd., Zhang Gefei, Gu Jianwei signed the "Italian Transfer Letter of Intent", it is proposed that the transfer of Zhongnan Diamonds Zhang Gefei and Gu Jianwei will hold 20% equity of Jiangxi Shentian, and the equity transfer procedures are completed. After that, Zhongnan Diamonds will hold 100% equity of Jiangxi Shentian in a direct and indirect manner.
According to the listing rules of the Shenzhen Stock Exchange and the relevant system of the company, the amount of equity investment in the company's acquisition is within the investment decision of the board of directors and does not need to be approved by the company's general meeting of shareholders.
Second, the counterparty
The basic information of the counterparty of this equity acquisition is as follows:
Zhang Gefei, ID card number;
Gu Jianwei, ID number.
Third, the basic situation of the transaction target
1. The subject of this transaction is 20% equity of Jiangxi Shentian held by Zhang Gefei and Gu Jianwei.
2. Basic situation of Jiangxi Shentian:
Company Name: Jiangxi Shentian Carbon Co., Ltd.
Nature of the company: limited liability company
Legal representative: Wang Siqing
Registered capital: 18 million yuan
Registered address: Fengtian Development Zone, Fengxin County, Jiangxi Province
Business scope: production and sales of graphite products, high-purity graphite, electrodes, silicon carbide, recarburizers, diamond materials, and furnace materials (excluding dangerous goods).
3. Shareholders and capital contribution:
Jiangxi Shentian was established on February 28, 2006. Its current shareholders and capital contribution are as follows: 
Fourth, the main content of the letter of intent
Party A: Zhongnan Diamond Co., Ltd.
Party B: Jiangxi Shentian Carbon Co., Ltd.
Party C: Shareholder of Jiangxi Shentian Carbon Co., Ltd. Shenzhen Zhongnan Diamond Co., Ltd., Zhang Gefei, Gu Jianwei
After friendly negotiation, Party A, Party B and Party C concluded a letter of intent on this equity transfer. The main contents are as follows:
1. Shareholders Zhang Gefei and Gu Jianwei of Party C agreed to transfer 20% of the equity of Party B held by Party A. After the completion of the equity transfer procedures, Party A directly and indirectly holds 100% of the equity of Party B.
2. The price of capital increase and share transfer and equity transfer shall be based on the valuation of the overall value of Party B by the asset appraisal institution with qualifications related to securities and futures. The final price of the capital increase and share transfer shall be subject to the subsequent agreement. The financial audit and asset valuation benchmark dates are determined by mutual agreement.
3. Party B as the lower holding company of Party A shall also meet the requirements of the listed company's laws, regulations, rules and regulatory documents in force at that time.
4. Before Party B's industrial and commercial change registration procedures for this equity transfer are completed, Party B shall not make any form of profit distribution.
5. The taxes, administrative fees and other transaction fees payable by the parties due to the equity transfer of Party B shall be borne by each party in accordance with the provisions of Chinese law.
6. The parties undertake strict confidentiality obligations for the contents of the letter of intent (including other letters of intent or agreement) and the undisclosed materials provided by the other party, except for legal provisions or any competent government agencies, regulatory agencies, and related securities transactions. Nothing may be disclosed to any third party in any way except as required. If information must be disclosed in accordance with the law, the party that needs to disclose the information should discuss the matter with other parties within a reasonable time before the information is disclosed or submitted; if required by other parties, the disclosure party should do its utmost to The part of the disclosure or submission of documents is treated confidentially. Neither party may publicly announce the equity transfer under the letter of intent through a press conference, professional or industry publications, marketing materials or otherwise, without the prior written consent of the parties, either party breaching this Privacy Policy If the other party causes losses, it shall bear corresponding compensation and related responsibilities to the injured party.
7. This letter of intent only stipulates the principled trading conditions of Party B's equity transfer. The specific rights and obligations shall be subject to the agreement signed by the parties. If the equity transfer of Party B cannot be realized due to force majeure or reasons beyond the control of either party, the letter of intent will be automatically terminated and the parties will not be liable for breach of contract.
8. If Party A's superior supervisory unit does not approve the formal agreement and perform the subsequent transfer of equity in the framework of this letter of intent, Party A shall not be responsible for this. However, Party A shall immediately notify Party B and Party C after knowing the decision of its superior supervisory unit not to approve.
V. Source of funds for this equity acquisition
The source of funds required for this equity acquisition is the self-owned funds of Zhongnan Diamond.
6. The impact of equity acquisition on the company
This equity acquisition will not adversely affect the daily production and operation of Zhongnan Diamond and other investments, and will have no adverse impact on the ability of China South South China's diamonds to continue to operate, profit and loss and assets.
Seven, risk tips and other instructions
1. This is only a letter of intent, which is a framework and intentional agreement for the willingness and basic principles of cooperation between the two parties. The formal implementation of the equity acquisition requires the parties to conduct further negotiation agreements based on the results of audits, assessments and due diligence, and there are certain uncertainties. Investors are advised to pay attention to investment risks.
2. The follow-up matters involved in the signing of this letter of intent, the company will strictly comply with the relevant laws and regulations and the relevant provisions of the Shenzhen Stock Exchange, fulfill the corresponding approval procedures and information disclosure obligations.
Eight, for reference documents
1. Resolution of the 21st Meeting of the Eighth Session of the Board of Directors of Hunan Jiangnan Red Arrow Co., Ltd.;
2. About the letter of intent for the equity transfer of Jiangxi Shentian Carbon Co., Ltd.
Special announcement.
Hunan Jiangnan Red Arrow Co., Ltd.
Board of Directors
March 8, 2014