Suggestive announcement on the signing of share transfer agreement by controlling shareholders
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.
Special tips:
1. After receiving 116000000 shares held by Chen Yuzhong through this agreement, Shanghai Electric Group Company Limited(601727) (hereinafter referred to as ” Shanghai Electric Group Company Limited(601727) “) will directly hold 248458814 shares of the listed company, accounting for 28.58% of the total share capital of the listed company, Shanghai Electric Group Company Limited(601727) the total number of shares with interests in the listed company (including the number of shares with direct shareholding and voting rights) is still 26374888 shares, accounting for 30.34% of the total share capital of the listed company. As the controlling shareholder of the company, Shanghai state owned assets supervision and Administration Commission is the actual controller of the company. The controlling shareholder and actual controller of the company have not changed.
2. Before this share transfer, Chen Yuzhong held 131290074 shares of the listed company, accounting for 15.10% of the total share capital of the listed company; As of the disclosure date of this announcement, 131290074 shares held by Chen Yuzhong have been frozen by the people’s Court of Zhangjiagang City, Jiangsu Province, accounting for 100% of the shares of the listed company and 15.10% of the total share capital of the listed company. There may be a risk that the transfer of ownership cannot be completed in time in this transaction. Please pay attention to the relevant investment risks.
3. The share transfer can only go through the transfer procedures of share agreement in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the compliance confirmation of Shenzhen Stock Exchange. There is still uncertainty about whether the matter can be finally implemented and the implementation results. Please pay attention to the investment risks.
4. The transfer of shares under this Agreement does not trigger the tender offer.
1、 Overview of changes in equity
On February 11, 2022, Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as the “company”, “listed company” and ” Suzhou Thvow Technology Co.Ltd(002564) “) received the notice from the controlling shareholder Shanghai Electric Group Company Limited(601727) , and Shanghai Electric Group Company Limited(601727) signed the share transfer agreement with Mr. Chen Yuzhong. The details are as follows:
The controlling shareholder Shanghai Electric Group Company Limited(601727) of the company signed the share transfer agreement with Mr. Chen Yuzhong, and Shanghai Electric Group Company Limited(601727) transferred Suzhou Thvow Technology Co.Ltd(002564) 116 million shares held by Mr. Chen Yuzhong by means of agreement transfer, accounting for 13.34% of the total share capital of the listed company.
2、 Main contents of relevant agreements involved in this equity change
The equity transfer agreement between Chen Yuzhong and Shanghai Electric Group Company Limited(601727) on the transfer of some shares of Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as “this Agreement”) was signed by and between the following parties in Shanghai, China on February 11, 2022:
1. Chen Yuzhong (hereinafter referred to as “party a”), a natural person of Chinese nationality.
2. Shanghai Electric Group Company Limited(601727) (hereinafter referred to as “Party B”), a joint stock limited company established and validly existing in accordance with the laws of China, whose domicile is floor 30, No. 8, Xingyi Road, Shanghai, and the unified social credit code is 91310000759565082b.
Whereas:
1. Party A intends to transfer its Suzhou Thvow Technology Co.Ltd(002564) 116 million shares (hereinafter referred to as “the shares to be transferred”) to Party B, and Party B agrees to transfer the shares to be transferred from Party A in accordance with this Agreement;
2. Both Party A and Party B confirm that the shares to be transferred transferred transferred by Party A and Party B under this agreement include all the rights and obligations of shareholders as stipulated in Chinese laws and Suzhou Thvow Technology Co.Ltd(002564) articles of association, such as share ownership, profit distribution right, voting right, right to know and so on.
Both parties agree to implement this share transfer in accordance with the agreement. Therefore, both parties agree as follows:
(I) matters related to share transfer
Both parties agree that Party A shall transfer the shares to be transferred held by Party A to Party B in accordance with the agreement, and Party B shall transfer the shares to be transferred held by Party A in accordance with the agreement.
Both parties have determined through negotiation that the transfer price of the shares to be transferred is RMB 3.69/share, and the total share transfer price is RMB 428040000 (hereinafter referred to as “share transfer price”).
Both parties agree that after signing this agreement, both parties shall complete the transfer registration procedures for the transfer of the shares to be transferred to Party B’s name in accordance with laws and regulations and the provisions of China Securities Depository and Clearing Co., Ltd. within the time required by Party B, Both parties shall cooperate with each other when handling relevant procedures (including but not limited to cooperating with the cancellation of the pledge registration already pledged to Party B on the shares to be transferred at the same time or after the transfer). Both parties agree that Party B shall complete the payment of the share transfer price within thirty (30) working days after the signing of this Agreement and the completion of the transfer of ownership.
During the performance of this agreement, Party A and Party B shall handle and urge Suzhou Thvow Technology Co.Ltd(002564) to handle relevant information disclosure matters (if necessary) in accordance with relevant securities management regulations and the provisions of the competent department of securities registration or trading, and both parties shall cooperate and submit all written materials required for the performance of this agreement.
(II) taxes
Unless otherwise agreed by both parties, the taxes and fees charged by the competent government department, securities registration or trading department involved in the transfer of the shares to be transferred under this Agreement shall be borne by Party A.
(III) transfer of agreement
Unless the written consent of the other party is obtained in advance, neither Party A nor Party B shall transfer this agreement or any part of this agreement or any rights, interests and obligations under this agreement to any third party.
(IV) liability for breach of contract
If one party breaches this agreement so that this agreement is not performed or cannot be fully performed, the liability arising from the breach shall be borne by the breaching party. If both parties breach the contract, each party shall bear the part of responsibility caused by its breach.
If Party A violates its commitments, guarantees and other corresponding obligations agreed under this agreement, Party A shall bear corresponding liabilities for breach of contract to Party B; If Party B violates its commitments, guarantees and other corresponding obligations agreed under this agreement, Party B shall bear corresponding liabilities for breach of contract to Party A.
Since the date of signing this agreement, both parties need to cooperate in the preparation of declaration materials, seals and other matters during the implementation of this agreement. Both parties shall reasonably and actively cooperate without delay. On the contrary, if the losses of the other party are caused, they shall be liable for compensation.
Neither party of this Agreement shall terminate this Agreement without authorization (unless otherwise specified in this Agreement), otherwise it will be deemed as breach of contract, and the breaching party shall compensate the observant party for all economic losses.
(V) change and modification
The changes and modifications of this Agreement shall be made in writing by both parties through consultation.
Changes and modifications to this agreement form an integral part of this agreement.
(VI) effectiveness, signing, termination and cancellation of the agreement
This Agreement shall come into force as of the date when it is signed and sealed by both parties.
This Agreement may be terminated or terminated upon written consensus of both parties. In such case, the aftermath of the termination or termination of this Agreement shall be handled in accordance with the provisions of a separate written agreement reached by both parties.
(VII) applicable law and dispute settlement
This Agreement shall be governed by the laws of the people’s Republic of China.
All disputes arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, either party shall submit it to Shanghai International Arbitration Center for arbitration. The arbitration award is final and legally binding on all parties involved in the arbitration.
Both parties shall continue to perform other terms of this Agreement except for the disputes brought for arbitration.
3、 Control of the company after this equity change
Before this equity change, the total share capital of the listed company was 869375282 shares, and Shanghai Electric Group Company Limited(601727) directly held 132458814 shares of the listed company, Accounting for 15.24% of the total share capital of the listed company (Note: after the acquisition of the controlling right of Suzhou Thvow Technology Co.Ltd(002564) in Shanghai Electric Group Company Limited(601727) in 2018, the number of directly held shares accounted for 15.00% of the total share capital of the company. On Suzhou Thvow Technology Co.Ltd(002564) October 16, 2019, the cancellation of some repurchased shares was completed, and the total share capital of the company was reduced from 882914400 shares to 869375282 shares, Shanghai Electric Group Company Limited(601727) The proportion of directly held shares in the total share capital of the company increased to 15.24%); At the same time, it holds the voting rights corresponding to 131290074 shares of the listed company by means of voting right entrustment, This part of the shares accounted for 15.10% of the total share capital of the listed company (Note: after Shanghai Electric Group Company Limited(601727) completed the acquisition of the controlling right of Suzhou Thvow Technology Co.Ltd(002564) in 2018, Shanghai Electric Group Company Limited(601727) the number of shares entrusted by Chen Yuzhong with voting rights accounted for 14.87% of the total share capital of the company. On Suzhou Thvow Technology Co.Ltd(002564) October 16, 2019, the cancellation of some repurchased shares was completed, and the total share capital of the company was reduced from 882914400 shares to 869375282 shares, Shanghai Electric Group Company Limited(601727) the proportion of shares entrusted with voting rights in the total share capital of the company was increased to 15.10%). Shanghai Electric Group Company Limited(601727) the total number of shares with interests in the listed company (including the number of shares with direct shareholding and voting rights) is 26374888 shares, accounting for 30.34% of the total share capital of the listed company. Shanghai Electric Group Company Limited(601727) is the controlling shareholder of the listed company.
According to the voting rights entrustment agreement signed by Shanghai Electric Group Company Limited(601727) and Chen Yuzhong on August 3, 2018 (see Suzhou Thvow Technology Co.Ltd(002564) detailed equity change report issued by Shanghai Electric Group Company Limited(601727) disclosed on August 4, 2018 for details), The term of voting right entrustment “starts from the date when this Agreement comes into force and the completion and delivery of share transfer (including the date) to the date when Chen Yuzhong or Chen Yuzhong’s related parties no longer hold any authorized shares (including the date), and the above-mentioned period shall not be less than 12 months”. Based on the above agreement, Shanghai Electric Group Company Limited(601727) after the agreement transfers 13.34% of the shares of the listed company held by Chen Yuzhong, the arrangement of voting right entrustment agreement will be continued for the remaining Suzhou Thvow Technology Co.Ltd(002564) shares held by Chen Yuzhong, and the number and proportion of shares in which Shanghai Electric Group Company Limited(601727) has interests in the listed company will remain unchanged.
After the equity change is completed, Shanghai Electric Group Company Limited(601727) will directly hold 248458814 shares of the listed company, accounting for 28.58% of the total share capital of the listed company. The total number of shares in which Shanghai Electric Group Company Limited(601727) has interests in the listed company (including the number of shares directly held and voting rights) is still 26374888 shares, accounting for 30.34% of the total share capital of the listed company. Shanghai Electric Group Company Limited(601727) remains the controlling shareholder of the listed company.
This equity change does not change the number and proportion of shares in which Shanghai Electric Group Company Limited(601727) has an interest in Suzhou Thvow Technology Co.Ltd(002564) , but only the way in which Shanghai Electric Group Company Limited(601727) has an interest in Suzhou Thvow Technology Co.Ltd(002564) .
After the equity change, Chen Yuzhong directly holds 15290074 shares of the listed company, accounting for 1.76% of the total share capital of the listed company, and does not hold the voting rights of the corresponding shares.
4、 Follow up plan of this equity change
Suzhou Thvow Technology Co.Ltd(002564) is planning to issue shares to purchase 100.00% equity of Shanghai Boiler Works Co., Ltd. (hereinafter referred to as “subject assets”) held by Shanghai Electric Group Company Limited(601727) and raise supporting funds (hereinafter referred to as “this asset restructuring”). The counterparties to purchase assets by issuing shares this time are Shanghai Electric Group Company Limited(601727) , and the counterparties to raise supporting funds are Shanghai Lixin Industrial Co., Ltd., a subordinate enterprise of Shanghai Electric Group Company Limited(601727) controlling shareholder.
After the asset restructuring, the shareholding ratio of Shanghai Electric Group Company Limited(601727) and related parties to Suzhou Thvow Technology Co.Ltd(002564) will be further increased. However, since the audit and evaluation of the underlying assets have not been completed, the evaluation value of the underlying assets and the transaction price have not been determined, It is not possible to accurately calculate the shareholding ratio of Shanghai Electric Group Company Limited(601727) and the related party Shanghai Lixin Industrial Co., Ltd. in Suzhou Thvow Technology Co.Ltd(002564) after the completion of this asset restructuring (for details of this transaction, please refer to the relevant announcement disclosed by Suzhou Thvow Technology Co.Ltd(002564) in the designated information disclosure media).
As of the signing date of the Suzhou Thvow Technology Co.Ltd(002564) simplified equity change report issued by Shanghai Electric Group Company Limited(601727) disclosed on the same day, except for this equity change and the asset restructuring planned by Suzhou Thvow Technology Co.Ltd(002564) , Shanghai Electric Group Company Limited(601727) has no other plans to reduce or continue to increase its shares in the listed company in the next 12 months. 5、 Impact of this equity change on the company
Before this equity change, the total share capital of the listed company was 869375282 shares, Shanghai Electric Group Company Limited(601727) directly held 132458814 shares of the listed company, accounting for 15.24% of the total share capital of the listed company; At the same time, Shanghai Electric Group Company Limited(601727) holds the voting rights corresponding to 131290074 shares of the listed company through voting power entrustment, which accounts for 15.10% of the total share capital of the listed company. Shanghai Electric Group Company Limited(601727) the total number of shares with interests in the listed company (including the number of shares with direct shareholding and voting rights) is 26374888 shares, accounting for 30.34% of the total share capital of the listed company. Shanghai Electric Group Company Limited(601727) is the controlling shareholder of the listed company. After accepting 116000000 shares held by Chen Yuzhong through this agreement, Shanghai Electric Group Company Limited(601727) will directly hold 248458814 shares of the listed company, accounting for 28.58% of the total share capital of the listed company. The total number of shares in which Shanghai Electric Group Company Limited(601727) has interests in the listed company (including the number of shares directly held and voting rights) is still 26374888 shares, It still accounts for 30.34% of the total share capital of listed companies. The transfer of this agreement will help to further consolidate Shanghai Electric Group Company Limited(601727) control over the listed company.
After this equity change, Shanghai Electric Group Company Limited(601727) will optimize the business structure of listed companies, improve the asset quality of listed companies and enhance the value of Listed Companies in accordance with the principles conducive to the sustainable development of listed companies and the rights and interests of all shareholders.
6、 Risks of this equity change
As of the disclosure date of this announcement, the relevant shares held by Chen Yuzhong have been frozen by the people’s Court of Zhangjiagang City, Jiangsu Province. Please pay attention to the investment risks.
As of the disclosure date of this announcement, the equity change can only go through the transfer procedures of share agreement in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the compliance confirmation of Shenzhen Stock Exchange. There is still uncertainty about whether the matter can be finally implemented and the time of implementation. Please pay attention to the investment risk.
7、 Documents for future reference
1. Share transfer agreement between Chen Yuzhong and Shanghai Electric Group Company Limited(601727) on transferring some shares of Suzhou Thvow Technology Co.Ltd(002564) .
It is hereby announced.
