YANTAI, China, Feb. 10, 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 it has called an extraordinary general meeting of
shareholders (the "EGM"), to be held on March 19, 2021 at 8:30
a.m. (Beijing Time), at the Company's principal executive
office located at 1 Ruida Road, Laishan District, Yantai City,
Shandong Province, People's Republic of China, to consider and
vote on, among other things, the proposal to authorize and approve
the previously announced agreement and plan of merger (the
"Merger Agreement"), dated September
29, 2020, 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
and a wholly-owned subsidiary of the Parent (the "Merger
Sub"), the plan of merger required to be registered with the
Registrar of Corporate Affairs of the British Virgin Islands for the purposes of the
merger (the "Plan of Merger"), and any and all transactions
contemplated thereby, including the merger.
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the merger, the Merger Sub will merge with and
into the Company and cease to exist, with the Company being the
surviving company and becoming a wholly-owned subsidiary of the
Parent. If consummated, the merger would result in the Company
becoming a privately held company, and its common shares, par value
US$0.001 per share, would no longer
be listed or traded on the NASDAQ Capital Market.
The Company's board of directors (the "Board"), acting
upon the unanimous recommendation of a committee of independent
directors established by the Board, composed solely of directors
who are unaffiliated to the management of the Company, or to any
person participating as a buyer or rollover shareholder in the
merger, authorized and approved the execution, delivery and
performance of the Merger Agreement, the Plan of Merger, and the
consummation of the transactions contemplated thereby, including
the merger, and recommends that the Company's shareholders vote
FOR, among other things, the proposal to authorize and approve the
execution, delivery and performance of the Merger Agreement, the
Plan of Merger, and the consummation of the transactions
contemplated thereby, including the merger.
Shareholders of record at the close of business in the
British Virgin Islands on
February 10, 2021 will be entitled to
attend and vote at the EGM and any adjournment thereof.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the definitive proxy statement attached as Exhibit
(a)-(1) thereto, as amended, filed with the U.S. Securities and
Exchange Commission (the "SEC"), which can be obtained,
along with other filings containing information about the Company,
the proposed merger, and related matters, without charge, from the
SEC's website www.sec.gov. Requests for additional copies of the
definitive proxy statement should be directed to Morrow Sodali, the
Company's proxy solicitor, at +1 (800) 662-5200 (U.S. Toll-Free) or
+1 (203) 658-9400 (Non-U.S. Direct). SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED MERGER, AND RELATED MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from the shareholders with respect to the
proposed merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies is set
forth in the Schedule 13E-3 transaction statement relating to the
proposed merger and the definitive proxy statement attached
thereto. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell any securities or a solicitation of any proxy, vote, or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
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.