Securities code: 688155 securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022-015 Shanghai Sk Automation Technology Co.Ltd(688155) suggestive announcement on planning major asset restructuring and signing the letter of intent for equity acquisition
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company” or ” Shanghai Sk Automation Technology Co.Ltd(688155) “) intends to acquire 51% equity of Ningde Dongheng Machinery Co., Ltd. (hereinafter referred to as “the target company”) in cash (hereinafter referred to as “the transaction”), and the company will control the target company after the completion of the transaction.
This transaction does not constitute a connected transaction. After preliminary calculation, this transaction is expected to constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This transaction does not involve the issuance of shares by the company, nor will it lead to the change of control of the company. The company will promote relevant work as soon as possible and fulfill the obligation of information disclosure in time in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
The letter of intent for equity acquisition signed this time is only an intentional agreement, and the specific transaction methods and terms are subject to the formal acquisition agreement signed by all parties.
The transaction is still in the preliminary planning stage, and the specific scheme needs further demonstration, communication and consultation, and necessary decision-making and approval procedures need to be performed in accordance with relevant laws, regulations and the articles of association.
In view of the major uncertainties in matters related to this transaction, according to the principle of “prudent suspension and phased disclosure” in the guiding opinions on improving the suspension and resumption system of listed companies’ shares issued by the CSRC, the trading of the company’s shares will not be suspended. The company will perform the obligation of information disclosure in time in stages according to the progress of the matter. Please pay attention to the investment risks.
The company is expected to disclose the restructuring plan related to this transaction within four months.
1、 Transaction overview
On February 10, 2022, the company signed the letter of intent for equity acquisition with the target company and its shareholders Shi Zenghui, Lin Chenbin and Lin Liju. The company plans to acquire 51% equity of the target company in cash. The final transaction method and transaction price will be determined by the parties through separate negotiation and signing a formal acquisition agreement.
This transaction does not constitute a connected transaction and is expected to constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The company will promote the relevant work as soon as possible in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, and perform the necessary decision-making and approval procedures in accordance with the relevant laws, regulations and the articles of association.
2、 Basic information of the counterparty
Shi Zenghui, male, born in 1977, China nationality, has no permanent residence abroad. His ID number is 352201197711******. Her residence is * * * * Jiaocheng District, Ningde City, Fujian province.
Lin Chenbin, male, born in 1983, China nationality, has no permanent residence abroad. His ID number is 352201198310******. Her residence is * * * * Jiaocheng District, Ningde City, Fujian province.
Lin Li Ju, male, born in 1974, Chinese nationality, has no permanent residence abroad. His ID number is 352201197412******. Her residence is * * * * Jiaocheng District, Ningde City, Fujian Province China.
3、 Basic information of transaction object
Company name: Ningde Dongheng Machinery Co., Ltd
Unified social credit code 913509020984477150
Legal representative: Lin Liju
The registered capital is 50 million yuan
Company type: limited liability company
Address: No. 2-1, Jinwan Road, Dongqiao Economic Development Zone, Ningde City, Fujian Province
Date of establishment: May 6, 2014
Manufacturing and sales of mechanical equipment (excluding special equipment); Processing and sales of hardware products, sheet metal products, electronic components and auto parts; Metal surface treatment and heat treatment processing; Plastic parts manufacturing; Manufacturing of plastic packing boxes and containers. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure Shi Zenghui holds 70% of the equity of the target company, Lin Chenbin holds 20% of the equity of the target company, and Lin Liju holds 10% of the equity of the target company
There is no interest relationship between the arrangement and the company’s directors, controllers or related persons, and there is no interest relationship between the arrangement and the company’s directors, controllers or related persons.
4、 Main contents of letter of intent
(I) trading scheme
The company plans to purchase 51% of the equity of the target company (“target assets”) by paying cash, including 21% of the equity of the target company held by Shi Zenghui, 20% of the equity of the target company held by Lin Chenbin and 10% of the equity of the target company held by Lin Liju. The specific transaction method shall be determined by the transaction parties in the formal acquisition agreement signed.
(II) transaction price
After negotiation between the parties, the transaction price is based on the appraisal value of 100% equity of the subject company on the benchmark date of this appraisal as listed in the appraisal report issued by the appraisal institution with securities business qualification hired by the company at that time, and the appraisal with relevant qualifications recognized by the parties to the transaction After the audit institution issues the evaluation or audit report on the subject assets of this transaction, it shall be determined in the formal acquisition agreement after the parties to the transaction reach consensus.
(III) preconditions for the implementation of this transaction
This transaction can be implemented only after all the following conditions are met:
1. Complete the formal due diligence of the target company, and the results of due diligence have no material impact on the transaction;
2. The parties sign the final transaction documents and such transaction documents have come into force;
3. Internal decision-making procedures for the target company to complete the transaction;
4. The board of directors and the general meeting of shareholders of the company deliberated and approved the relevant proposals of this transaction;
5. This transaction has not been terminated due to the reasons of Shanghai Stock Exchange or China Securities Association.
If the laws and regulations applicable to this transaction are revised before the implementation of this transaction, and other mandatory approval requirements are put forward or some administrative licensing matters are exempted, the laws and regulations in force at that time shall prevail and the preconditions for the implementation of this transaction shall be adjusted.
(IV) representations, warranties and commitments
1. The target company and its shareholders guarantee and promise to the company: 1) cooperate and assist in due diligence related to this transaction on time and actively; 2) Ensure the authenticity, accuracy, completeness and comprehensiveness of the documents, materials and information provided in the process of due diligence, and there are no false records, misleading statements or major omissions; 3) Ensure that in the process of this transaction, the target company and its subsidiaries and shareholders have no relevant transactions that conflict with this transaction, and there are no legal documents or agreements that restrict this transaction; 4) From the signing date of this letter of intent to June 30, 2022, the target company and its shareholders shall not negotiate, contact, negotiate or sign legal documents in any form with anyone other than the company on the equity transfer or asset transfer (including indirect transfer in any way) of the target company or its subsidiaries.
2. The company guarantees and promises that from the signing date of this letter of intent to June 30, 2022, the company shall not conduct any negotiation, contact, negotiation or sign any form of legal documents related to the acquisition of equity or assets with other target companies whose main business is the same or similar to and competitive with the target company.
(V) term of validity
Unless otherwise agreed by the parties, as of June 30, 2022, if the parties to the transaction have not signed the final transaction document on this transaction, this letter of intent will be automatically terminated.
5、 Follow up work arrangement
In accordance with the measures for the administration of major asset restructuring of listed companies and other relevant regulations, the company will appoint independent financial advisers, audit institutions, evaluation institutions and legal advisers to carry out due diligence on the target company, perform the corresponding decision approval procedures in strict accordance with relevant regulations and requirements, and timely perform the obligation of information disclosure. 6、 Risk tips
1. The letter of intent for equity acquisition is only an intentional agreement, which aims to express the preliminary cooperation intention and negotiation results of all parties. The specific transaction methods and terms are subject to the formal acquisition agreement signed by all parties.
2. The transaction is still in the preliminary planning stage, and the specific transaction scheme needs further demonstration, communication and negotiation, and necessary decision-making and approval procedures need to be performed in accordance with relevant laws, regulations and the articles of association.
3. There are still uncertainties in the matters related to this transaction. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please invest rationally and pay attention to risks.
7、 Documents for future reference
Letter of intent to acquire equity
It is hereby announced.
Shanghai Sk Automation Technology Co.Ltd(688155) board of directors February 11, 2022
