Securities code: 000410 securities abbreviation: Shenyang Machine Tool Co.Ltd(000410) Announcement No.: 2022-17 Shenyang Machine Tool Co.Ltd(000410)
On the signing of effective conditions between the company and specific objects
Announcement of share subscription agreement and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Important content tips:
1. Shenyang Machine Tool Co.Ltd(000410) (hereinafter referred to as “the company” or “the company”) the subscription object of this non-public offering of A-Shares is the controlling shareholder of the company, China General Technology (Group) Holding Co., Ltd. (hereinafter referred to as “General Technology Group”), Its subscription for the company’s non-public offering of shares and the signing of the subscription agreement for non-public development shares with effective conditions with the company constitute related party transactions.
2. The company’s non-public offering of A-Shares can only be implemented after the approval of the main body performing the responsibility of state-owned assets supervision and administration, the general meeting of shareholders and the China Securities Regulatory Commission (hereinafter referred to as “CSRC”). There is uncertainty about whether the relevant approval or approval can be obtained and when it can be obtained. 1、 Overview of related party transactions
The company plans to apply to China Securities Regulatory Commission for non-public offering of shares, and the number of shares issued shall not exceed 30% of the total share capital of the company before this offering, all of which shall be subscribed by general technology group in cash.
General technology group is the controlling shareholder of the company, and the above transactions constitute related party transactions. This transaction has been deliberated and approved at the 24th Meeting of the 9th board of directors and the 11th meeting of the 9th board of supervisors held on January 27, 2022. The independent directors of the company have expressed their prior approval opinions and independent opinions on the above matters involving related party transactions. On January 27, 2022, the company signed the subscription agreement for non-public shares with effective conditions with general technology group.
This matter still needs to be approved by the competent State-owned assets management unit, deliberated and approved by the general meeting of shareholders of the company, and reported to the CSRC for approval.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties
(I) basic information
Company name: China General Technology (Group) Holding Co., Ltd
Nature of enterprise: limited liability company
Date of establishment: March 18, 1998
Registered address: floor 23-28, No. 90, Middle West Third Ring Road, Fengtai District, Beijing
Legal representative: Yu Xubo
Registered capital: RMB 750 million
Business scope: dispatch labor personnel needed for overseas projects; investment; Asset operation and asset management; Import and export business; Contracting overseas projects and domestic international bidding projects; Design and produce printed advertisements; Advertising business; Own houses for rent. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(II) equity relationship and control relationship
As of the date of this announcement, the investor, controlling shareholder and actual controller of general technology group are the SASAC of the State Council. The equity control relationship between general technology group and the actual controller is as follows:
SASAC of the State Council
100%
General Technology Group
(III) relationship
As of December 31, 2021, general technology group holds 29.99% of the shares of the company and is the controlling shareholder of the company. General technology group and the company maintain independence in terms of business, assets, creditor’s rights, debts and personnel.
(IV) main financial indicators of the latest year
The main financial indicators of general technology group in the last year are as follows:
Unit: 100 million yuan
Project year 2020 / December 31, 2020
Total assets 2257.18
Total liabilities 1484.89
Net assets attributable to owners of the parent company 494.60
Operating income 1958.18
Net profit attributable to owners of parent company 38.52
Net cash flow from operating activities 32.26
Asset liability ratio 65.79%
Note: the above data have been audited
3、 Subject matter of related party transactions
The subject matter of this connected transaction is A-share non-public offering of the company.
4、 Pricing of related party transactions
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 24th Meeting of the ninth board of directors. The issuing price of the non-public offering is 3.94 yuan / share, which is no less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (excluding the benchmark date). Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
From the pricing base date to the issuance date, if the company’s shares have ex rights and ex interests such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, P1 is the issue price after adjustment, D is the cash dividend paid per share, and N is the number of shares given or converted into share capital per share.
5、 Main contents of related party transaction agreement
(I) agreement subject and signing time
Party A: Company
Party B: General Technology Group
Signed on: January 27, 2022
(II) subscription quantity and subscription method
1. The number of shares to be subscribed by Party B for this non-public offering shall not exceed 30% of the total share capital of the company before this offering, that is, not more than 505210783 shares (including this number), and the amount to be subscribed by Party B shall not exceed the upper limit of the scale of raised funds of RMB 1.5 billion (including this number).
2. From the pricing base date to the issuance date, if Party A changes the number of shares of the company before the issuance due to ex rights and ex interests matters such as dividend distribution, share distribution or conversion of capital reserve into share capital and other reasons, the upper limit of the number of shares issued will be adjusted accordingly in accordance with the relevant rules of Shenzhen Stock Exchange.
3. The final issuance quantity of this issuance will be determined by the board of directors of Party A and its authorized persons in accordance with the authorization of the general meeting of shareholders, after Party A obtains the approval and reply of the CSRC on this issuance, within the upper limit of the above issuance quantity, through consultation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the actual situation. If the CSRC and other regulatory authorities adjust the above issuance quantity, the approved data shall prevail.
(III) subscription price
1. The benchmark date of this offering pricing is the announcement date of the resolution of the board of directors on Party A’s consideration of the proposal of this non-public offering of shares. The issuing price of the non-public offering is 3.94 yuan / share, which is no less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (excluding the benchmark date). Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
2. During the period from the pricing base date of this offering to the issue date, if the company’s shares have ex rights and ex interests such as dividend distribution, share distribution, conversion of capital reserve into share capital, additional issuance of new shares or allotment of shares, the issuance reserve price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Distribution of cash dividends: P1 = p0-d, share distribution or capital increase: P1 = P0 / (1 + n) two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, P1 is the issue price after adjustment, D is the cash dividend paid per share, and N is the number of shares given or converted into share capital per share.
(IV) payment time and method of subscription money
Party B irrevocably agrees to subscribe for all the shares issued by Party A according to the subscription price and subscription quantity agreed in this agreement. Within 5 working days from the date of receiving the subscription payment notice issued by Party A and the sponsor of this offering, Party B shall transfer all the subscription money in cash to the special account opened by the sponsor for this offering, and transfer it to the special storage account of Party A’s raised funds after capital verification and deducting the issuance expenses.
(V) delivery of underlying shares
Party A shall complete the registration procedures and other relevant procedures of the subject stock in the securities registration and clearing institution within 15 working days or other reasonable time from the date when Party B pays the subscription money, so as to ensure that Party B becomes the legal holder of the subject stock.
(VI) lock up period arrangement
1. Party B promises, Party B’s subscription of Party A’s shares in accordance with this Agreement shall not be transferred within 36 months from the date of completion of this issuance (calculated from the date when the shares subscribed by Party B have been recorded in the name of Party B in the securities registration system. If the above-mentioned restricted sale period arrangement is inconsistent with the latest regulatory opinions or requirements of the securities regulatory authority, it will be adjusted accordingly according to the regulatory opinions or requirements of the relevant securities regulatory authority.
2. Both parties agree that from the completion of this issuance to the expiration of the restricted sale period, the shares increased by Party B due to the company’s bonus shares or the conversion of capital reserve into share capital shall also comply with the above restricted sale arrangements.
3. Party B promises that after the expiration of the lock-in period, the transfer and transaction of Party A’s shares subscribed by Party B in this issuance will be handled in accordance with the relevant laws and regulations in force at that time and the rules of China Securities Regulatory Commission and Shenzhen Stock Exchange.
4. Party B promises that Party B will issue relevant lock-in commitments for the shares subscribed in this offering and handle matters related to stock lock-in in accordance with the provisions of relevant laws, regulations, rules and other normative documents and the requirements of Party A.
(VII) establishment and effectiveness
1. This Agreement shall be established after being signed and sealed by both parties. Unless otherwise agreed by both parties and expressly waived by applicable laws and regulations, this Agreement shall come into force after all the following conditions are met:
(1) The issuance was reviewed and approved by the board of directors of Party A;
(2) The issuance was approved by the shareholders’ meeting of Party A;
(3) The general meeting of shareholders of Party A approves Party B and its persons acting in concert to be exempted from increasing the shares of this non-public offering by means of tender offer;
(4) Party B has fulfilled the corresponding state-owned assets examination and approval procedures;
(5) This issuance (and Party B’s subscription for the shares issued) has obtained the consent, permission, approval or approval of all competent departments, including but not limited to the approval or approval of the state-owned assets supervision and administration department and the CSRC.
Unless the relevant effective conditions of the agreement listed above are exempted, the date when all the effective conditions of the agreement listed above are met is the effective date of this agreement.
2. If any of the effective conditions agreed in the preceding paragraph of this article fails to be fulfilled, resulting in the failure of this agreement to take effect, one party to this Agreement shall not pursue the legal responsibility of the other party.
3. This Agreement may be terminated with the written consent of both parties.
(VIII) liability for breach of contract
1. If one party fails to comply with or perform the agreement, obligation or responsibility, statement or guarantee under this agreement, it shall constitute a breach of contract, and the breaching party shall be responsible for compensating the other party for all direct losses incurred thereby.
2. The failure of either party to perform this agreement due to force majeure or policy reasons will not be deemed as breach of contract, but all necessary remedies shall be taken to reduce the losses caused by force majeure or policy reasons.
3. If the CSRC requires Party A to adjust the issuance plan of this non-public offering, Party A has the right to adjust the issuance plan according to the requirements of the CSRC, and Party B acknowledges and accepts it (if it is necessary to sign a supplementary agreement, Party B agrees to sign it), which does not constitute Party A’s breach of contract.
6、 The purpose of the connected transaction and its impact on the listed company
As the controlling shareholder of the company, in order to support the smooth implementation and promotion of the company’s strategic development plan, support the transformation and upgrading of the company’s business, promote the sustainable, stable and healthy development of the company, and subscribe for the shares of the company’s non-public offering based on the good expectation of the economic benefits of the investment project with raised funds. This non-public offering of shares will not lead to changes in the controlling shareholders and actual controllers of the company. After the completion of this offering, the company will not have the situation that the controlling shareholders and their affiliates occupy the company’s funds and assets or provide guarantees for them due to this offering.
7、 Review procedures for the performance of related party transactions
(I) deliberation procedures of the board of directors
The company held the 24th Meeting of the 9th board of directors on January 27, 2022, and considered and approved the proposals related to the related party transactions. When voting on the proposals related to the related party transactions, the related directors avoided voting. The convening, convening and voting procedures and methods of the board meeting shall comply with the provisions of relevant laws, regulations and the articles of association.
(II) prior approval opinions of independent directors
The prior approval opinions of independent directors on this transaction are as follows:
The subscription object of this non-public offering of shares is general technology group, which is an affiliated party of the company,
