Guangdong Qunxing Toys Co., Ltd. continued to suspend trading announcement

Stock code: 002575 Stock abbreviation: Qunxing Toys Announcement Number: 2017-034

Guangdong Qunxing Toys Co., Ltd

Announcement on the suspension of suspension of major asset restructuring suspension

The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions in the announcement.

Guangdong Qunxing Toys Co., Ltd. (hereinafter referred to as “the company”) applied for the acquisition of major assets and applied to the Shenzhen Stock Exchange. The company's stock (stock short name: Qunxing Toys, stock code: 002575) since February 2017 On the 3rd (Friday), the market was suspended from trading. The company issued the “Announcement on Suspension of Company Stocks” (Announcement No.: 2017-019) on February 3, 2017 and February 10, 2017, respectively. Announcement (Announcement No.: 2017-028).

As confirmed by the company, this asset acquisition constitutes a major asset restructuring. After the company applied to the Shenzhen Stock Exchange, the company's shares will be transferred to the major asset restructuring process on February 17, 2017 (Friday) and will continue to be suspended. See the “Notice on the Suspension of Major Asset Restructuring” (Announcement No.: 2017-029) disclosed by the company on February 17, 2017 and the “Completion of Major Asset Restructuring and Suspension Progress” disclosed on February 24, 2017 (Announcement No.: 2017-032).

The company originally planned to disclose the major asset restructuring plan or report in accordance with the requirements of the “Company Information Disclosure Content and Format Guidelines for Public Offering Securities No. 26 – Application Documents for Major Asset Restructuring of Listed Companies” before March 3, 2017, due to the transaction. The workload involved is relatively large. Upon application to the Shenzhen Stock Exchange, the company's shares will continue to be suspended from the opening on March 3, 2017 (Friday) and it is expected that the suspension will not be suspended for more than one month.

I. Basic information on major asset restructuring planned this time

1. The counterparty

The counterparty of the company's major asset restructuring is the entire shareholder of the underlying company or the shareholders of more than 51% of the shareholdings. It is temporarily uncertain whether the transaction constitutes a connected transaction.

2. Trading method

The company intends to purchase 100% equity of the target company or more than 51% of the equity of the target company by issuing shares, and raise matching funds. The specific plan is still in the process of demonstration and has not yet been finalized. This transaction will not result in a change in the company's control.

3. The subject assets

The underlying assets of this transaction are new energy. The underlying assets are an innovative enterprise focusing on the R&D, production and sales of power battery packs. The company intends to acquire the entire equity of the company or more than 51% of the controlling shareholding.

2. The shareholding of major shareholders on the 1st trading day before the company's stock suspension (January 26, 2017)

1. The top 10 shareholders' shareholdings

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2. The top 10 shareholders of unrestricted tradable shares held shares

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Third, the main work done by the company during the suspension period

During the suspension period, the company and related parties actively promoted the work of this major asset restructuring. The company communicated, exchanged and negotiated with the shareholders of the underlying assets on matters related to this major asset restructuring. The company appointed an independent financial consultant and other intermediary agencies and relevant parties to design this major asset restructuring plan, and communicated, consulted and demonstrated the plan with relevant parties, and made corresponding work on each stage of this major asset restructuring. arrangement. All intermediaries are conducting due diligence, auditing and evaluation on Jiangsu Superpower in accordance with the Measures for the Administration of Major Asset Restructuring and other relevant regulations.

At the same time, in accordance with the requirements of relevant laws, regulations and normative documents such as the “Management Measures for Major Asset Restructuring”, the company registered and declared insiders of inside information involved in the transaction, and conducted self-inspection on the trading of the company’s stock. In accordance with the relevant regulations, the announcement of the progress of the above matters shall be issued every five trading days to fulfill the obligation of information disclosure.

Fourth, the reasons for delaying the resumption of trading and the next work arrangement

Due to the due diligence, audit and evaluation of the assets purchased for the issuance of shares, the specific plans still need to be further discussed, demonstrated and improved, and the related work is difficult to complete within one month after the first suspension. In order to ensure the truthfulness, accuracy and completeness of the information disclosed in this transaction, and the smooth progress of the transaction, safeguard the interests of investors and avoid abnormal fluctuations in the company's securities prices. After applying to the Shenzhen Stock Exchange, the company's stock since March 3, 2017 It will continue to be suspended from the opening of the market on Friday (Friday).

The company seeks to disclose the major asset restructuring plan (or report) in accordance with the requirements of the “Company Information Disclosure Content and Format Guidelines for Public Offering Securities No. 26 – Major Asset Restructuring of Listed Companies” before April 3, 2017 (Monday ). If the restructuring plan (or report) is not disclosed but is intended to continue, the company will convene a board meeting to review the suspension of the suspension proposal and apply to the Shenzhen Stock Exchange for further suspension after the proposal is passed. The company did not convene the board of directors to review the suspension of the suspension proposal or the application for extension of the resumption of trading was not approved by the board of directors and the Shenzhen Stock Exchange. The company's stock will resume trading on April 3, 2017, and disclose the basic situation of this major asset restructuring, and whether to continue to advance this time. Major asset restructuring and related reasons.

If the company terminates the planning of major asset restructuring within the suspension period, the company will promptly disclose the announcement regarding the termination of the planned major asset restructuring. If the company's stock suspension time has not accumulated more than 3 months, the company promises to no longer plan major asset restructuring within at least one month from the date of announcement; if the company's stock suspension time exceeds 3 months, the company promises to announce the date of the announcement. No major asset restructuring will be planned for at least 2 months.

The company will continue to actively promote various tasks with relevant parties, fulfill the necessary approval and review procedures, and submit and disclose to the Exchange the reorganization documents that meet the relevant requirements in accordance with the promised deadline. During the suspension period, the company will fulfill its information disclosure obligations in accordance with relevant regulations, and announce the progress announcement of major asset restructuring matters every 5 trading days.

Five, risk tips

The company's designated information disclosure media are Securities Times, China Securities Journal, Shanghai Securities News and All information of the company is subject to the information published in the above designated media. . There are still large uncertainties in the assets restructuring planned by the company. Investors are advised to pay attention to relevant announcements and pay attention to investment risks.

Special announcement.

Guangdong Qunxing Toys Co., Ltd.

March 2, 2017

THE_END

Source: Shanghai Securities News

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