公告称，买方仍须支付尚未支付代价A人民币1.5亿元连同应付拖欠利息。尽管卖方一再提出要求，但买方未能就结清出售事项的未支付应付款项向集团制定明确时间表。为保障公司及其股东的整体利益，卖方决定强制执行股份抵押，以减低风险。补充契据的条款乃由卖方与买方按公平基准进行磋商。董事认为，考虑到买方目前的财务状况，特别是其偿还尚未支付代价及应计利息的能力，一直受到当前全球经济状况的不利影响;对买方提起冗长且成本高昂的法律程序可能不符合集团的最佳利益，因为这可能不利于收回尚未支付款项的成数;及订立补充契据将为集团提供机会购回其于目标股份的权益，以减少任何进一步损失。Zhixun Finance APP News, Differ GP Auto (06878) announced that on December 23, 2022, the buyer (Hanran Limited) and the seller (the company's wholly-owned subsidiary Dinghuan Limited) entered into an agreement regarding the sale of 100% equity of Differ Group (China) Company Limited. The buyer must pay the price of 1.068 billion yuan in the manner specified in the agreement (consisting of the price of the shares to be sold and the target shares of 0.85 billion yuan and the price of the loans to be sold of 0.218 billion yuan). The buyer has not yet paid part of the share price in accordance with the terms of the agreement.
To remedy the above situation and for the overall interests of the company and its shareholders, on October 13, 2023, the buyer and the seller entered into a supplementary agreement, agreeing to offset the unpaid price A (0.15 billion yuan that should have been paid by July 31, 2023) and the unpaid price B (share price of 0.16 billion yuan to be paid by January 31, 2024) through the seller's forced execution of share mortgages. After completing the share mortgage execution, the buyer will no longer hold any equity of Company I (Xiamen Dingyi wholly-owned subsidiary Fufeng Cultural Tourism), Company J (Xiamen Dingyi wholly-owned subsidiary Xiamen Dingzao Business Operations Management), and Company K (Xiamen Dingzao Business Operations Management Lishui Branch).
Upon completion of the supplementary agreement to execute the share mortgage, the buyer will no longer hold any shares of Company I and Company J. As Company K is a branch of Company J, the buyer will no longer hold any shares of Company K. Xiamen Dingge Equity or the designated company holds 100% of the equity of Company I, Company J, and Company K. Company I, Company J, and Company K will become indirect wholly-owned subsidiaries of Differ GP Auto. Therefore, the financial performance of Company I, Company J, and Company K will be consolidated into the financial statements of the group.
The announcement stated that the buyer still needs to pay the unpaid price A of 0.15 billion yuan together with the overdue interest payable. Despite repeated requests from the seller, the buyer has not been able to provide a clear timetable to settle the unpaid payable amounts for the sale. In order to protect the overall interests of the company and its shareholders, the seller has decided to force the execution of the share mortgage to reduce risks. The terms of the supplementary agreement were negotiated by the seller and the buyer on a fair basis. The directors believe that considering the buyer's current financial situation, especially its ability to repay the unpaid price and accrued interest, which has been adversely affected by the current global economic conditions; initiating lengthy and costly legal proceedings against the buyer may not be in the best interests of the group, as this may hinder the recovery of the outstanding payments; and entering into the supplementary agreement will provide the group with the opportunity to repurchase its equity in the target shares, reducing any further losses.
