Securities code: 688007 Securities abbreviation: Guangfeng Technology Announcement No.: 2024-093
Shenzhen Guangfeng Technology Co., Ltd
Announcement on the progress of the transaction on the transfer of part of the equity of the subsidiary
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
As a result of GDC Technology Limited (British Virgin Islands) (hereinafter referred to as "GDC
BVI") filed an application with the U.S. Arbitration Tribunal to intervene in the company's subsidiary Guangfeng, which was released in April 2024
Optoelectronics Hong Kong Co., Ltd. (hereinafter referred to as "Hong Kong Guangfeng") part of the equity trading plan to promote
The arbitration case is still pending, and out of respect for the arbitration hearing, it will be held in June 2024
The self-commitment constraint has suspended the promotion of equity trading conditions. Out of an abundance of caution, the company will be in Hong Kong
All of Guangfeng's assets are included in restricted assets.
Due to the above-mentioned restricted assets, the company intends to hold 51% of the equity of Hong Kong Guangfeng, a wholly-owned subsidiary
TRANSFERRED TO A RELATED PARTY, LONG PINELONG PINEINVESTMENT, INC. (HEREINAFTER REFERRED TO AS:
"LONG PINE") was unable to satisfy one of the conditions precedent to closing, i.e., the pre-closing target company
shall not engage in any business and shall not hold any assets other than GDC equity and GDC dividends,
Therefore, the original trading plan cannot be continued.
After the conclusion of the arbitration case, the company will combine the actual circumstances of GDC's equity and other assets of Hong Kong Guangfeng
In addition, the transaction plan will be changed to realize the sale of GDC's equity as soon as possible, and investors are advised to pay attention to the follow-up transactions
related announcements.
1. The circumstances of the arbitration case
GDC Technology Limited (Cayman Islands) ("GDC Cayman") and
GDC BVI Request for Arbitration against Hong Kong Guangfeng and Company (Case No. 01-22-0001-2735),
and the arbitration counterclaim commenced by Hong Kong Guangfeng and the Company against GDC Cayman and GDC BVI in respect of the aforesaid cases (case).
Case No. 01-22-0001-2735) is still pending, as detailed in the Company's April 2, 2022 filing
Announcement on Arbitration Matters with GDC Cayman and GDC BVI (Announcement No. 2022-028) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
As a result of the GDC BVI's application to the U.S. Court of Arbitration to intervene in the company's subsidiary issued in April 2024
In view of the fact that the arbitration case is still pending, out of respect for the arbitration hearing, Hong Kong Guangfeng made a self-commitment in June 2024 and suspended the promotion of the equity transaction conditions. Out of an abundance of caution, the company has listed all of Hong Kong Guangfeng's assets as restricted assets.
Up to now, the arbitration case is still pending, and the above-mentioned self-commitment bound assets do not represent the outcome of the case, and the final award is subject to the arbitral tribunal's award.
2. Overview and progress of the transaction of transferring part of the equity of the subsidiary
1. Overview of the transaction
In order to reduce the uncertainty that the GDC may bring to the development of the company, the company launched in April 2024
On April 12 and April 24, 2024, the thirtieth meeting of the second board of directors and the first meeting of the board of directors in 2024 were held respectively
At the general meeting of shareholders, the "Proposal on the Transfer of Part of the Equity of the Subsidiary and Related Party Transactions" was deliberated and approved, and it was agreed that the company would transfer 51% of the equity of the subsidiary Hong Kong Guangfeng to the related party of LONG PINE. Upon completion of this transaction,
Hong Kong Guangfeng will no longer be included in the company's consolidated financial statements. For details, please refer to the company's April 13, 2024 statement
Announcement on the Transfer of Part of the Equity of Subsidiaries and Related Party Transactions (Announcement No.: 2024-021) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
2. Progress of the transaction
According to the above-mentioned transaction agreement, only after the conditions listed in the agreement are satisfied or waived, the parties are obliged to achieve the closing, one of the closing conditions is: all the existing business of the target company, all assets except GDC equity and GDC dividends have been transferred to the transferor's affiliates under the scope of the merger or have been disposed of, that is, the target company shall not engage in any business before the closing, nor shall it hold any assets other than GDC equity and GDC dividends (according to the relevant provisions of the agreement, Hong Kong Guangfeng will receive it at that time). GDC dividends will be paid to the company).
Due to the above-mentioned restricted assets, the transaction in which the Company intends to transfer 51% of the equity interest in its wholly-owned subsidiary, Hong Kong Guangfeng, to a related party, LONG PINE, cannot meet one of the conditions precedent to closing, that is, the target company shall not engage in any business or hold any assets other than GDC equity and GDC dividends before closing, so the original transaction plan cannot be continued.
After the arbitration case is over, the company will change the transaction plan based on the actual situation of GDC's equity and other assets of Hong Kong Guangfeng, so as to realize the sale of GDC's equity as soon as possible.
The announcement is hereby made.
Board of Directors of Shenzhen Guangfeng Technology Co., Ltd
December 28, 2024
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