ST智云拟与相关方就回购纠纷签署和解协议

Core Viewpoint - The ongoing repurchase dispute stemming from the acquisition of Shenzhen Jiutian Zhongchuang Automation Equipment Co., Ltd. by Dalian Zhiyun Automation Equipment Co., Ltd. (ST Zhiyun) is set to potentially reach a resolution through a proposed settlement agreement, pending shareholder approval [1] Group 1: Background of the Dispute - The repurchase dispute originated from a merger over five years ago, where ST Zhiyun acquired 81.3181% of Jiutian Zhongchuang for a total consideration of 317 million yuan, with 296 million yuan allocated for 75.7727% of the shares held by three parties [2] - The sellers had made performance commitments, and if Jiutian Zhongchuang's net profit fell below 50% of the promised amount during the commitment period, ST Zhiyun had the right to demand a repurchase of the shares [2] - Due to Jiutian Zhongchuang's failure to meet these performance commitments, ST Zhiyun initiated arbitration, resulting in a ruling that required the sellers to repurchase the shares for 320 million yuan [2] Group 2: Recent Developments - In March 2023, ST Zhiyun signed a repurchase agreement with the obligated parties, agreeing to transfer the shares to Sichuan Jiutian for 310 million yuan, but only received 164 million yuan in payments before further payments ceased [3] - ST Zhiyun subsequently filed for arbitration to recover the outstanding 146 million yuan, while Sichuan Jiutian countered with claims of financial misrepresentation by Jiutian Zhongchuang, seeking to rescind the repurchase agreement [3] Group 3: Proposed Settlement - The proposed settlement aims to resolve the ongoing disputes, with ST Zhiyun stating that it is based on changes in market conditions and aims to protect the company's interests [4] - The settlement agreement stipulates that the existing repurchase agreements will remain in effect, and ST Zhiyun will not be required to return the 164 million yuan already received, while the remaining 146 million yuan will be paid in cash by the obligated parties [4] - The agreement also includes detailed provisions regarding the handling of transferred shares, cost responsibilities, and the lifting of asset freezes [4]