The Board of Directors and all directors of the Company guarantee that there are no false records, misrepresentations or major omissions in the announcement and take individual and joint responsibilities for the authenticity, accuracy and completeness of the contents of the announcement.
? On February 20, 2017, the Company signed the Agreement on the Intention of Stock Acquisition in Hanking Australia Pty Ltd with Shandong TYAN Real Estate Development Group Co., Ltd. ("TYAN GROUP" for short) and reached a preliminary intention of purchasing the stake of Hanking Australia Pty Ltd Australia Ltd, Hanking Australia for short). The intention of the agreement is only the preliminary intention of Major Material Assets Reorganization Issue to all rather than the final program. To date, the Major Material Assets Reorganization Issue still exists uncertainties. The final transaction program signed with the formal agreement by all the parties shall prevail.
The Major Material Assets Reorganization still needs further demonstration, communication and consultation and to fulfill the necessary internal and external related decision-making, approval procedures. The Major Material Assets Reorganization Issue still exists uncertainties.
I, The Basic Information of Intentional Agreement
On February 20, 2017, the Company signed the Agreement on the Intention of Stock Acquisition in Hanking Australia Pty Ltd with TYAN Group. The two parties reached a preliminary intention of purchasing the stake of Hanking Australia Pty Ltd.
In view that TYAN Group has signed the share transfer agreement with the former shareholders of Hanking Australia Pty Ltd. regarding thestake transfer issue of Hanking Australia Pty Ltd., TYAN Group will directly or indirectly hold or control 100% stake of Hanking Australia Pty Ltd. The company intends to acquire the stake of Hanking Australia Pty Ltd. held by TYAN. TYAN Group promises to legally obtain or control the stake of Hanking Australia Pty Ltd. and complete all procedures of industrial and commercial registration from Hanking Australia Pty Ltd. to TYAN Group or its controlled designed Company and there is no any disputes in the stake of Hanking Australia Pty Ltd. before signing the formal agreement with the Company.
II, Introduction of Parties that Sign the Agreement
TYAN Group, legal Representative: Zeng Zhaoqin; Unified Credit Code: 370000228003613; Registered Capital: 30 million RMB, where Zeng Zhaoqin accounts for 89.8% of the registered capital, Liu Lianjun accounts for 10.2% of the registered capital; Date of establishment: July 4, 1999; Address: Exhibition Center, No. 201, Dashan Road, Lixia District, Jinan; Business scope: sales of real estate, leasing and information consulting; mining, compressed natural gas filling stations and pipelines, the financial industry investment.
III, Main Contents of the Intention Agreement
Transferor: Shandong TYAN Real Estate Development Group Co., Ltd. ("Party A")
Transferee: Shandong Tyan Home Co., Ltd.("Party B")
(A) Overview of the Transaction
Party B intends to acquire 100% stake of the target company directly or indirectly held by Party A by means of issuing shares and paying cash. The specific transaction method is confirmed by both parties when signing a formal agreement.
The acquisition plan will be implemented after the approval by the internal relevant authorities of the two parties, including the China Securities Regulatory Commission etc.
(II) Transaction price, pricing basis and acquisition method
According to the preliminary consultation between the two parties, Party B shall employ the audit and assessment agencies with the business qualification on securities recognized by the two parties to carry out audit and assessment on the target Company. The final transaction price is based on the assessment value of the asset appraisal report issued by the assessment institution and the actual transaction price of Tianye Group when it obtains 100% stake of the target Company shall be fully taken into consideration and it is determined by mutual agreement.
(III) Formal Agreement
1, All the parties agree that the intention agreement is only the preliminary agreement reached by the two parties through consultation. The final cooperation program signed with the formal agreement by all the parties shall prevail.
2. Party A agrees that it will make a corresponding commitment to the profits of the target Company for the next three fiscal years including the year 2017. The amount of the specific profit commitment, the unrealized compensation method of committed profit and the impairment of the asset will be determined at the time of signing the formal agreement.
3. After completion of the due diligence investigation, the transaction parties will perform further communication for the details of this transaction as the pricing base date of underlying assets, transaction pricing, payment methods, performance commitments, profit compensation, stock lock and release etc..
4. If Party B and its hired intermediaries make a concurrence that Party A and the Target Company need to be regulated in order to comply with Chinese laws and regulations or the target company and Party A shall complete the specification to comply with Chinese laws and regulations after the signing of the agreement, the expense / cost shall be borne by Party A or the Target Company.
5. If Party B and its hired intermediaries complete the concurrence that it does not have the conditions for the acquisition, or Party A fails to complete the formalities on time to cause the parties to fail to reach a formal agreement in accordance with this intention agreement, the acquisition will be terminated.
6. All parties agree that negotiations on formal agreements should be conducted in good faith and sincerely and a formal agreement on acquisition is fulfilled when the conditions agreed upon in this intention agreement are met.
(IV) Due Diligence
1. Party A and the Target Company agree that after the signing of this agreement, Party B and its affiliated institutions (including but not limited to financial advisers, lawyers, accountants and appraisers, etc.) will conduct due diligence on the relevant entities such as the Target Company and Party A.
2. Party A and the Target Company shall make every effort to cooperate with Party B and its affiliated institutions to carry out the due diligence. Party A will provide information to Party B and its affiliated institutions in accordance with the principles of truth, accuracy and completeness. There will be no concealment and omission that violate the principle of truth, , accuracy and completeness.
3, Unless otherwise agreed, the expenses incurred in entering into the formal agreement (including but not limited to the intermediary fees paid by Party B and the travel expenses incurred here) shall be borne by Party B for the due diligence of the acquisition.
(V) Exclusivity and Compliance
1, Party A and the Target Company undertook that Party A and the Target Company will not negotiate the transfer, obligations / liability of the Company with respect to the stake, assets and projects of the Target Company with any person other than the transferee from the date of signing this Agreement until reach the acquisition of the framework agreement or the termination of transaction.
2, Guarantees from Party A and the Target Company:
(1) The operation of the target company conforms to the laws and regulations. The target company does not need to terminate the operation in accordance with the law and the stake of the target company does not has any encumbrances as mortgage, pledge and freezing and the rights or any rights defects as not being transferred.
(2) The target company does not have any major litigation, arbitration, administrative penalty cases that affect the transaction and other major debts and contingencies that affect the transaction.
The agreement also agreed on the matters as confidentiality of information, termination of the transaction and liability for breach of contract.
IV, Risk Note
The intention agreement is only the preliminary agreement on major assets reorganization matter reached by all transaction parties. The final plan and specific matters of the transaction need to be further agreed by all parties and another signed formal documents shall prevail.
The Major Material Assets Reorganization still needs further demonstration, communication and consultation and to fulfill the necessary internal and external related decision-making, approval procedures. The Major Material Assets Reorganization Issue still exists the uncertainties. The company will timely implement the obligations of information disclosure according to the progress of the relevant matters. The Company reminds the investors of investment risks.
Shandong Tyan Home Co., Ltd.
Board of Directors
February. 21, 2017