Securities code: 000528 securities abbreviation: Liugong Announcement No.: 2022-30
Guangxi Liugong Machinery Co.Ltd(000528)
About absorbing and merging Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
And asset delivery of 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.
Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as " Guangxi Liugong Machinery Co.Ltd(000528) " shares "and" listed company ") intends to submit to all shareholders of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (hereinafter referred to as" Guangxi Liugong Machinery Co.Ltd(000528) "limited"), Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd. (hereinafter referred to as " Guangxi Liugong Machinery Co.Ltd(000528) " group), Guangxi recruitment service trade investment partnership (limited partnership) (hereinafter referred to as "recruitment service trade") Guoxin Shuangbai No. 1 (Hangzhou) equity investment partnership (limited partnership) (hereinafter referred to as "Shuangbai fund"), national manufacturing transformation and upgrading fund Co., Ltd. (hereinafter referred to as "national manufacturing fund"), Beijing Chengtong ICBC equity investment fund (limited partnership) (hereinafter referred to as "Chengtong ICBC") CCB financial assets investment Co., Ltd. (hereinafter referred to as "CCB investment"), Guangxi State owned enterprise reform and development phase I fund partnership (limited partnership) (hereinafter referred to as "Guangxi State owned enterprise reform fund") The relevant plans of Changzhou Jiayou enterprise management partnership (limited partnership) (hereinafter referred to as "Changzhou Jiayou") and Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as "CSI investment") to issue new shares and absorb and merge Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. (hereinafter referred to as "this transaction") have been deliberated and adopted at the 2020 annual general meeting of shareholders of Guangxi Liugong Machinery Co.Ltd(000528) , On December 20, 2021, it obtained the reply on approving Guangxi Liugong Machinery Co.Ltd(000528) to issue shares to Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd. to absorb and merge Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (zjxxk [2021] No. 4021) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"). After receiving the approval documents, the listed company has carried out the relevant implementation of this transaction in a timely manner. Now the relevant matters are announced as follows:
1、 Asset delivery and transfer
After the completion of this absorption and merger, Guangxi Liugong Machinery Co.Ltd(000528) shares, as the surviving company after the merger, will inherit and undertake all assets, liabilities, businesses, personnel and all other rights and obligations of Guangxi Liugong Machinery Co.Ltd(000528) limited, and shall go through relevant change registration procedures; As the merged party, all assets, liabilities, businesses, personnel and all other rights and obligations of Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. will be inherited and undertaken by Guangxi Liugong Machinery Co.Ltd(000528) shares, and the subject qualification of Guangxi Liugong Machinery Co.Ltd(000528) limited legal person will be cancelled at the same time.
On December 30, 2021, Guangxi Liugong Machinery Co.Ltd(000528) shares and Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. signed the asset delivery agreement between Guangxi Liugong Machinery Co.Ltd(000528) and all shareholders of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. on the absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (hereinafter referred to as "asset delivery agreement"), and the parties agreed that December 31, 2021 would be the delivery date of this absorption and merger, Deliver the subject assets Guangxi Liugong Machinery Co.Ltd(000528) in accordance with the absorption and merger agreement, the supplementary agreement to the absorption and merger agreement and the asset delivery agreement. Since the closing date, Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. has transferred all assets, liabilities, businesses, personnel and all other rights and obligations to Guangxi Liugong Machinery Co.Ltd(000528) shares, and Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. will assist Guangxi Liugong Machinery Co.Ltd(000528) shares in handling relevant change procedures; If the ownership change registration formalities need to be handled and the formal ownership change registration formalities have not been handled for such assets, all rights, obligations, risks and benefits involved in relevant assets are generally transferred to Guangxi Liugong Machinery Co.Ltd(000528) shares from the delivery date, regardless of whether the transfer registration procedures have been completed or not; If Guangxi Liugong Machinery Co.Ltd(000528) shares fail to perform the formal transfer procedures in time due to reasons such as change of registration, it will not affect Guangxi Liugong Machinery Co.Ltd(000528) shares' rights and obligations to the above assets.
On January 26, 2022, Guangxi Liugong Machinery Co.Ltd(000528) shares and Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. signed the asset delivery confirmation of Guangxi Liugong Machinery Co.Ltd(000528) and Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. on absorbing and merging Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (hereinafter referred to as "asset delivery confirmation"). Guangxi Liugong Machinery Co.Ltd(000528) shares and Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. confirm that Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. has 77.8590% shares of its subsidiary Liuzhou ouvim Machinery Co., Ltd., 97.8727% shares of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd., 100% shares of Guangxi Zhongyuan Machinery Co., Ltd 60.1770% equity of Guangxi Liugong Machinery Co.Ltd(000528) (Liuzhou) Compressor Co., Ltd. and 100% equity of Guangxi Liugong Machinery Co.Ltd(000528) construction machinery Jiangsu Co., Ltd. have been transferred to relevant enterprises under the name of Guangxi Liugong Machinery Co.Ltd(000528) shares, and the above-mentioned company has become a subsidiary of Guangxi Liugong Machinery Co.Ltd(000528) shares; Since the closing date, all assets, liabilities, businesses, personnel and all other rights and obligations of Guangxi Liugong Machinery Co.Ltd(000528) Limited have been transferred to Guangxi Liugong Machinery Co.Ltd(000528) shares for enjoyment and commitment; As of the signing date of the asset delivery confirmation, Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. has completed the asset delivery of all the assets and Guangxi Liugong Machinery Co.Ltd(000528) shares of its headquarters.
To sum up, as of the date of disclosure of this announcement, all asset delivery procedures of Guangxi Liugong Machinery Co.Ltd(000528) Limited under this merger have been completed.
2、 Treatment of creditor's rights and debts
Guangxi Liugong Machinery Co.Ltd(000528) shares and Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. have fulfilled the creditor notice procedure for this merger and acquisition, and have not received any creditor's request for early repayment of relevant debts or provision of corresponding guarantee within the legal period, nor have they received any creditor's explicit notice of disapproval of this merger and acquisition.
According to the merger and acquisition agreement, the supplementary agreement to the merger and acquisition agreement and the asset delivery agreement, since the closing date, Guangxi Liugong Machinery Co.Ltd(000528) Limited all debts, guarantee liabilities (if any), contractual obligations or contingent liabilities (whether occurring before or after the closing date), regardless of whether the transfer of debts, guarantee liabilities or contractual obligations has obtained the relevant creditors The guarantor and the contract obligee agree that Guangxi Liugong Machinery Co.Ltd(000528) shares shall fully inherit and bear the above debts, guarantee liabilities and contractual obligations, and the debts and liability losses arising from contingent liabilities.
According to the confirmation of asset delivery, Guangxi Liugong Machinery Co.Ltd(000528) shares and Guangxi Liugong Machinery Co.Ltd(000528) limited company confirmed that as of the signing date of the confirmation of asset delivery, Guangxi Liugong Machinery Co.Ltd(000528) shares had completed the undertaking of all debts and external guarantees of Guangxi Liugong Machinery Co.Ltd(000528) limited book.
3、 Capital verification
According to the capital verification report (ztyz (2022) No. 441c000047) issued by Zhitong Certified Public Accountants (special general partnership) on January 20, 2022, as of January 20, 2022, Guangxi Liugong Machinery Co.Ltd(000528) limited shareholder Guangxi Liugong Machinery Co.Ltd(000528) group, recruitment and service trade, Shuangbai fund, national manufacturing fund, Chengtong ICBC, CCB investment, Guangxi State owned enterprise reform fund Changzhou Jiayou and CSI subscribed for 991782278 RMB ordinary shares issued by Guangxi Liugong Machinery Co.Ltd(000528) shares with Guangxi Liugong Machinery Co.Ltd(000528) limited equity held by them. Meanwhile, 511631463 shares corresponding to 34.68% of Guangxi Liugong Machinery Co.Ltd(000528) shares held by Guangxi Liugong Machinery Co.Ltd(000528) Limited will be cancelled. The registered capital of Guangxi Liugong Machinery Co.Ltd(000528) shares after this equity change is 1955019991.00 yuan.
4、 Cash option implementation arrangements
On January 19, 2022 and January 21, 2022, the listed company issued the announcement on the implementation of the cash option of issuing shares to absorb and merge Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (Announcement No.: 2022-21) The Guangxi Liugong Machinery Co.Ltd(000528) suggestive announcement on the implementation of issuing shares to absorb and merge the cash option of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (Announcement No.: 2022-23), The listed company plans to accept the dissenting shareholders who obtain the cash option to declare their shares entitled to exercise the cash option during the reporting period of the cash option (the trading day between January 21, 2022 and January 27, 2022).
On January 28, 2022, the listed company issued the announcement of Guangxi Liugong Machinery Co.Ltd(000528) on the declaration results of cash options (Announcement No.: 2022-26). During the reporting period of cash options, no investors made effective declaration manually.
In conclusion, the cash option involved in this absorption and merger has been implemented, and there is no objection to the shareholders exercising the cash option.
5、 Profit and loss arrangement in transition period
According to the supplementary agreement to the merger and acquisition agreement and the asset delivery agreement, Guangxi Liugong Machinery Co.Ltd(000528) shares shall enjoy or bear the income or loss generated by Guangxi Liugong Machinery Co.Ltd(000528) limited during the transition period.
6、 Subsequent events of this transaction
The follow-up matters to be performed in this transaction are as follows:
(I) share issuance registration and listing application
Guangxi Liugong Machinery Co.Ltd(000528) shares still need to apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for share registration for the new shares involved in this transaction, and go through the listing procedures of the above-mentioned new shares with Shenzhen Stock Exchange. (II) cancellation of shares
511631463 A shares of Guangxi Liugong Machinery Co.Ltd(000528) shares held by Guangxi Liugong Machinery Co.Ltd(000528) limited still need to go through the formalities of share cancellation.
(III) go through the industrial and commercial change registration and cancellation procedures
After the completion of the share issuance registration and share cancellation procedures involved in this absorption and merger, it is still necessary to go through the change / filing registration procedures of Guangxi Liugong Machinery Co.Ltd(000528) share registered capital, articles of association and other matters and the enterprise registration procedures of Guangxi Liugong Machinery Co.Ltd(000528) cancellation of limited legal person subject. Guangxi Liugong Machinery Co.Ltd(000528) shares will perform the obligation of information disclosure on the subsequent matters of this transaction in accordance with the provisions of relevant laws, regulations and normative documents.
(IV) relevant parties need to continue to perform agreements and commitments
During this transaction, relevant parties signed relevant agreements and issued relevant commitment letters. For those that have not been fulfilled or the commitment period has not expired, relevant commitment parties will continue to fulfill relevant commitments.
(V) information disclosure
Guangxi Liugong Machinery Co.Ltd(000528) shares still need to fulfill the subsequent relevant information disclosure obligations involved in this transaction.
7、 Verification opinions of independent financial advisor
After verification, Citic Securities Company Limited(600030) believes that:
1、 As of the date of issuance of this verification opinion, the implementation process of this transaction at this stage has fulfilled the legal decision-making, approval and approval procedures, and met the requirements of the company law, securities law, reorganization management measures and other relevant laws and regulations. 2、 As of the date of issuance of this verification opinion, Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. has completed the relevant enterprise change or filing registration procedures for the transfer of 77.8590% shares of its subsidiary ovim, Guangxi Liugong Machinery Co.Ltd(000528) 97.8727% shares of agricultural machinery, 100% shares of Zhongyuan Machinery, Guangxi Liugong Machinery Co.Ltd(000528) 60.1770% shares of compressor and 100% shares of Guangxi Liugong Machinery Co.Ltd(000528) construction machinery to Guangxi Liugong Machinery Co.Ltd(000528) shares, The aforementioned company has become a subsidiary of Guangxi Liugong Machinery Co.Ltd(000528) shares. The underlying assets under this merger have been delivered, and Guangxi Liugong Machinery Co.Ltd(000528) shares will enjoy and assume all the limited assets, liabilities, personnel, business, contracts and all other rights and obligations; The delivery procedure of this transaction is legal and effective.
3、 Under the condition that the relevant parties fully fulfill their obligations in accordance with the relevant agreements signed and commitments made by them, there are no major risks and substantive legal obstacles to the implementation of the follow-up matters of this transaction
8、 Lawyer's verification opinion
After verification, Beijing Tianyuan law firm believes that:
"(I) as of the date of issuance of this legal opinion, the implementation process of this transaction at this stage has fulfilled the legal decision-making, approval and approval procedures, and meets the requirements of the company law, the securities law, the reorganization management measures and other relevant laws and regulations.
(II) as of the date of issuance of this legal opinion, all the asset settlement procedures of Guangxi Liugong Machinery Co.Ltd(000528) Limited under this merger have been completed, and all the assets, liabilities, businesses, personnel and all other rights and obligations of Guangxi Liugong Machinery Co.Ltd(000528) Limited have been transferred to Guangxi Liugong Machinery Co.Ltd(000528) shares; The delivery procedure of this transaction is legal and effective.
(III) there is no major legal obstacle to the implementation of the follow-up matters of this transaction under the condition that the relevant parties fully fulfill their obligations in accordance with the relevant agreements signed and commitments made by them. "
It is hereby announced.
Guangxi Liugong Machinery Co.Ltd(000528) board of directors February 7, 2022
