YANTAI, China, July 13, 2021 /PRNewswire/ -- Newater Technology,
Inc. (NASDAQ: NEWA) ("NEWA", or the "Company"), a
developer, service provider and manufacturer of membrane filtration
products and related hardware and engineered systems that are used
in the treatment, recycling and discharge of wastewater, today
announced that the completion of merger contemplated by that
certain agreement and plan of merger by and among the Company,
Crouching Tiger Holding Limited, an exempted company with limited
liability incorporated under the laws of the Cayman Islands (the "Parent"), and
Green Forest Holding Limited, a company with limited liability
incorporated under the laws of the British Virgin Islands (the "Merger
Sub") dated as of September 29,
2020 (the "Merger Agreement"), providing for
the merger of the Merger Sub with and into the Company (the
"Merger"), with the Company continuing as the surviving
company after the Merger as a wholly owned subsidiary of the
Parent.
Under the terms and conditions of the Merger Agreement, which
was approved by the Company's shareholders at an extraordinary
general meeting held on July 12,
2021, each of the Company's ordinary shares (the
"Shares") issued and outstanding immediately prior to the
effective time of the merger has been cancelled in exchange for the
right to receive $3.65 per Share
without interest and net of any applicable withholding taxes,
except for: (i) Shares beneficially owned by Mr. Yuebiao Li, Ms.
Zhuo Zhang, and Mr. Xiangqian Sui (the "Rollover Shares"),
and (ii) Shares owned by holders of Shares who have validly
exercised and not effectively withdrawn or lost their appraisal
rights pursuant to Section 179 of the BVI Business Companies Act,
2004, as amended (the "Dissenting Shares", together with the
Rollover Shares, the "Excluded Shares"). Each Excluded Share
issued and outstanding immediately prior to the effective time of
the merger was cancelled and ceased to exist, and no consideration
would be delivered with respect thereto, provided that the
Dissenting Shares would be paid with the payment resulting from the
procedure in Section 179 of the BVI Companies Act, 2004, as
amended.
The Company also announced today that it has requested that
trading of its shares on the Nasdaq Capital Market
("Nasdaq") be suspended. The Company has requested that
Nasdaq file a Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of the
Company's ordinary shares on Nasdaq and the deregistration of the
Company's registered securities. The deregistration will become
effective 90 days after the filing of the Form 25 or such shorter
period as may be determined by the SEC. The Company intends to
suspend its reporting obligations under the Securities Exchange Act
of 1934, as amended, by filing a Form 15 with the SEC in
approximately ten days following the filing of the Form 25. The
Company's obligations to file with the SEC certain reports and
forms, including Form 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will terminate
once the deregistration becomes effective.
ABOUT NEWATER TECHNOLOGY, INC.
Founded in 2012 and headquartered in Yantai, China, the Company, operating its business
through its wholly owned subsidiary Yantai Jinzheng Eco-Technology
Co. Ltd., specializes in the development, manufacture and sale of
DTRO (Disk Tube Reverse Osmosis) and DTNF (Disk Tube
Nano-Filtration) membranes for waste water treatment, recycling and
discharge. NEWA provides integrated technical solutions in
engineering support and installation, technical advice and water
purification services, and other project-related solutions to turn
wastewater into valuable clean water. More information about the
Company can be found at www.dtNEWA.com.
The Company's core business includes:
•
Reuse of high quality
reclaimed water;
•
High-salt and high-polluting wastewater treatment and near
zero-liquid discharge;
•
Highly
efficient treatment of Landfill leachate; and
•
Utilization of acid or alkali-containing wastewater as
resources.
More information about the Company can be found at:
www.dtNEWA.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as
"may", "will", "intend", "should", "believe", "expect",
"anticipate", "project", "estimate" or similar expressions that do
not relate solely to historical matters, it is making
forward-looking statements. Specifically, the Company's statements
regarding the transaction are forward-looking statements.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the actual
results to differ materially from the Company's expectations
discussed in the forward-looking statements. These statements are
subject to uncertainties and risks including, but not limited to,
the following: the Company's goals and strategies; the Company's
future business development; product and service demand and
acceptance; changes in technology; economic conditions; the growth
of the water filtration industry in China; reputation and brand; the impact of
competition and pricing; government regulations; fluctuations in
general economic and business conditions in China and assumptions underlying or related to
any of the foregoing and other risks contained in reports filed by
the Company with the Securities and Exchange Commission. For these
reasons, among others, investors are cautioned not to place undue
reliance upon any forward-looking statements in this press release.
Additional factors are discussed in the Company's filings with the
U.S. Securities and Exchange Commission, which are available for
review at www.sec.gov. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof.
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SOURCE Newater Technology, Inc.