Suzhou Thvow Technology Co.Ltd(002564)
Announcement of resolutions of the 38th meeting of the 4th board of directors
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.
The 38th meeting of the 4th board of directors of Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as “the company”) was notified to all directors in writing, e-mail and telephone on February 7, 2022 and held on site on February 11, 2022. Nine directors should attend the meeting and nine actually attended. The meeting complies with the relevant provisions of the company law of the people’s Republic of China and the Suzhou Thvow Technology Co.Ltd(002564) articles of association.
1、 Deliberations of the board meeting
After deliberation by the directors present, the following proposals were adopted:
(I) proposal on the compliance of the company’s issuance of shares to purchase assets and raising supporting funds with the provisions of relevant laws and regulations
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, After full self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that the company meets the requirements and conditions of issuing shares to purchase assets and raising supporting funds as stipulated in the above laws, regulations and normative documents.
This proposal involves related party transactions. The related directors Si Wenpei, Chu xirang and Xia Sicheng abstained from voting, and six other unrelated directors voted. The proposal shall also be submitted to the general meeting of shareholders for deliberation, and the related shareholders shall avoid voting.
6 in favor, 0 abstention and 0 against.
(II) proposal on the company’s plan of issuing shares to purchase assets and raising supporting funds and related party transactions. This proposal involves related party transactions. The related directors Si Wenpei, Chu xirang and Xia Sicheng abstain from voting, and six other unrelated directors vote one by one. The proposal shall also be submitted to the general meeting of shareholders for consideration item by item, and the related shareholders shall avoid voting.
1. Overall scheme
The company plans to issue shares to Shanghai Electric Group Company Limited(601727) (hereinafter referred to as ” Shanghai Electric Group Company Limited(601727) “) to purchase 100% equity of Shanghai Boiler Plant Co., Ltd. (hereinafter referred to as “Shanghai Boiler Plant”) (hereinafter referred to as “assets purchased by shares issued this time” or “this issuance”), It also issued shares to Shanghai Lixin Industrial Co., Ltd. (hereinafter referred to as “Shanghai Lixin”) to raise matching funds (hereinafter referred to as “this raised matching funds”, which is collectively referred to as “this transaction” together with the purchase of assets by issuing shares this time).
This transaction consists of issuing shares to purchase assets and raising supporting funds through non-public issuance of shares. The purchase of assets by issuing shares this time is the premise and implementation condition of the raising of supporting funds, but not the premise of the raising of supporting funds this time. The success of the final raising of supporting funds will not affect the implementation of the purchase of assets by issuing shares this time.
6 in favor, 0 abstention and 0 against.
2. Counterparties to purchase assets by issuing shares this time
The counterparty of this issuance of shares to purchase assets is Shanghai Electric Group Company Limited(601727) .
6 in favor, 0 abstention and 0 against.
3. The underlying assets of the assets purchased through the issuance of shares
The underlying assets purchased by this issuance of shares are 100% equity of shangguo plant held by Shanghai Electric Group Company Limited(601727) .
6 in favor, 0 abstention and 0 against.
4. The pricing basis and transaction price of the underlying assets for the purchase of assets by issuing shares this time
As of the date of this meeting of the board of directors, the audit and evaluation related to the underlying assets have not been completed, the transaction price of the underlying assets purchased by this issuance of shares has not been determined, and the final transaction price of the underlying assets is specified in the asset evaluation report issued by the asset evaluation institution that meets the requirements of relevant laws and regulations, Based on the evaluation value filed by the competent State-owned Assets Supervision and administration department and determined by the parties to the transaction through negotiation.
6 in favor, 0 abstention and 0 against.
5. Payment method of the underlying asset consideration for the purchase of assets by issuing shares this time
The company purchases the underlying assets by issuing shares.
6 in favor, 0 abstention and 0 against.
6. The type and par value of the shares issued under the purchase of assets
The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
6 in favor, 0 abstention and 0 against.
7. The issuance method of shares under the purchase of assets by issuing shares this time
All the shares issued this time are in the form of non-public offering.
6 in favor, 0 abstention and 0 against.
8. The issuing object and subscription method of the shares under the purchase assets of the shares issued this time
The object of this issuance is Shanghai Electric Group Company Limited(601727) . These issuing objects subscribe for the shares issued this time with the underlying assets they hold.
6 in favor, 0 abstention and 0 against.
9. The pricing base date and issue price under the purchase of assets by issuing shares this time
The pricing benchmark date of this offering is the announcement date of the resolution of the first board meeting of the company to consider matters related to this transaction, that is, the announcement date of the resolution of the 38th meeting of the Fourth Board of directors of the company.
After friendly negotiation between the trading parties and taking into account the net asset value per share and other factors of the company, the issuance price of this issuance is RMB 4.05/share, which is no less than 90% of the average trading price of A-Shares of the company 60 trading days before the pricing benchmark date. The final issue price needs to be approved by the Suzhou Thvow Technology Co.Ltd(002564) general meeting of shareholders and submitted to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) for approval.
If the company has ex rights and ex interests matters such as dividend distribution, share distribution, allotment, conversion of capital reserve into share capital and so on from the pricing benchmark date of this issuance to the completion date of this issuance, the issuance price will be adjusted accordingly in accordance with the requirements of relevant laws and regulations.
6 in favor, 0 abstention and 0 against.
10. The number of shares issued under the purchase of assets by issuing shares this time
The number of shares issued by the company to the counterparty as transaction consideration will be determined according to the transaction price of the underlying asset and the issuance price of this issuance. The calculation formula is as follows: the number of shares issued to the counterparty = the transaction price of the underlying asset / the issuance price of this issuance. The number of issued shares calculated according to the formula is accurate to shares, and the part less than one share is included in the company’s capital reserve. The number of shares finally issued shall be subject to the number deliberated and approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
If the company has ex right and ex interest matters such as dividend distribution, share distribution, allotment, conversion of capital reserve into share capital and so on from the pricing benchmark date of this issuance to the completion date of this issuance, the issuance quantity will be adjusted accordingly according to the adjusted issuance price of this issuance.
6 in favor, 0 abstention and 0 against.
11. The periodic arrangement of share lock under the asset purchase by issuing shares this time
Shanghai Electric Group Company Limited(601727) promises that the company’s shares obtained due to this offering will not be transferred in any way within 36 months from the date of completion of this offering, including but not limited to public transfer through the securities market or transfer by agreement, but the transfer is not subject to this restriction if permitted by applicable laws.
If the closing price of the company’s A-Shares is lower than the issue price for 20 consecutive trading days within 6 months after the completion of this issuance, or the closing price is lower than the issue price at the end of 6 months after the completion of this issuance, the lock up period of the company’s shares obtained due to this issuance will be automatically extended for 6 months.
Shanghai Electric Group Company Limited(601727) promises not to transfer its shares in the company until the investigation conclusion of the case is clear if the transaction is filed for investigation by the judicial organ or the CSRC due to the false records, misleading statements or major omissions of the information provided or disclosed by Shanghai Electric Group Company Limited(601727) .
After the completion of this offering, if the shares of the company obtained by the counterparty based on this offering are increased due to ex rights and ex interest matters such as bonus shares, conversion of share capital, etc., the increased shares shall also comply with the above provisions on lock-in period.
If the CSRC or other regulatory authorities have other requirements on the lock-in period of Shanghai Electric Group Company Limited(601727) shares obtained through this issuance, Shanghai Electric Group Company Limited(601727) promises to agree to make corresponding adjustments according to the regulatory opinions of the CSRC or other regulatory authorities. After the lock-in period expires, it shall be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
6 in favor, 0 abstention and 0 against.
12. Attribution of profits and losses during the transition period under the purchase of assets by issuing shares this time
The transition period refers to the period from the evaluation base date of this transaction (excluding the base date) to the delivery date of the underlying assets (including the delivery date). However, when calculating relevant profit and loss or other financial data, unless otherwise agreed, it refers to the period from the base date of evaluation (excluding the base date) to the end of the month on the delivery date.
During the transition period, Shanghai Electric Group Company Limited(601727) shall enjoy or bear the profits or losses arising from the operation of the underlying assets. The audit and evaluation of this transaction are still in progress, and the final evaluation method has not been determined. After the audit and evaluation results of this transaction are issued, if this transaction finally takes the valuation methods based on future income expectation such as income present value method and hypothetical development method as the main evaluation methods, it will be in strict accordance with the relevant provisions of China Securities Regulatory Commission, Re agree on the profit and loss in the transition period of the underlying asset.
6 in favor, 0 abstention and 0 against.
13. Asset delivery under the purchase of assets by issuing shares this time
Complete the delivery procedures of the underlying assets within 90 days after the transaction documents issued this time take effect; Within 60 days after the delivery date of the underlying assets, the company shall go through the registration procedures of the issued shares with China Securities Depository and Clearing Corporation Limited Shenzhen Branch and register the issued shares in the name of Shanghai Electric Group Company Limited(601727) .
14. The listing place of the shares under the assets purchased by issuing shares this time
The shares issued this time will be listed and traded on the Shenzhen Stock Exchange.
6 in favor, 0 abstention and 0 against.
15. The arrangement of accumulated undistributed profits before issuance under the purchase of assets by issuing shares this time
The accumulated undistributed profits of the company before this issuance will be shared by the new and old shareholders of the company after this issuance according to the proportion of shares after this issuance.
As of the benchmark date of this transaction, the accumulated undistributed profits corresponding to the underlying assets shall be enjoyed by the company after the delivery date.
6 in favor, 0 abstention and 0 against.
16. The validity period of the resolution to purchase assets by issuing shares this time
The validity period of the resolution on the issuance of shares to purchase assets is 12 months from the date when the resolution on the issuance of shares to purchase assets is deliberated and adopted by the general meeting of shareholders of the company. If the company has obtained the approval document of the CSRC on the issuance within the validity period, the validity period will be automatically extended to the completion date of the issuance.
6 in favor, 0 abstention and 0 against.
17. Types and par value of shares issued under the raised matching funds
The type of shares issued by the raised matching funds is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
6 in favor, 0 abstention and 0 against.
18. Share issuance method under the raised matching funds
The supporting funds raised this time are in the form of non-public offering of shares to specific objects.
6 in favor, 0 abstention and 0 against.
19. The issuing objects and subscription methods of shares under the raised matching funds
The issuance object of the supporting funds raised this time is Shanghai Lixin.
The shares issued by Shanghai Lixin are subscribed in cash.
If the regulatory authorities have other provisions on the qualification of shareholders of the issuing object and the corresponding examination procedures, such provisions shall prevail.
6 in favor, 0 abstention and 0 against.
20. Pricing base date and issue price under the raised matching funds
The pricing benchmark date for the issuance of shares with the raised matching funds is the announcement date of the resolution of the first meeting of the board of directors of the company to consider matters related to the raised matching funds, that is, the announcement date of the resolution of the 38th meeting of the Fourth Board of directors of the company. The subscription price of the matching funds raised this time is 3.68 yuan / share, which is no less than 80% of the average trading price of the shares of the companies listed on the Shenzhen Stock Exchange 20 trading days before the pricing benchmark date (the average trading price of the shares 20 trading days before the pricing benchmark date = the total trading volume of the shares 20 trading days before the pricing benchmark date / the total trading volume of the shares 20 trading days before the pricing benchmark date).
During the period from the pricing base date of the matching raised funds to the issuance date, if the company has ex right and ex interest matters such as dividend distribution, share distribution, allotment, conversion of capital reserve into share capital, the issuance price shall be adjusted accordingly.
6 in favor, 0 abstention and 0 against.
21. Issuance scale and quantity of shares under the raised matching funds
The supporting funds to be raised this time shall not exceed RMB 959790309.12, the total amount of supporting funds shall not exceed 100% of the transaction price of the assets to be purchased this time, and the number of shares issued shall not exceed 30% of the total share capital of the company before this transaction. According to the calculation of the total amount of supporting funds to be raised and the above issuance price, the number of shares issued by the company with supporting funds raised this time shall not exceed 260812584 shares.
The number of supporting funds raised this time = the total amount of supporting funds raised this time ÷ the issue price; If the number of shares issued is not an integer, it shall be adjusted downward to an integer, and the final number of shares issued shall be subject to the number approved by the CSRC.
During the period from the pricing base date to the issuance date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment, etc., the issuance quantity of supporting funds raised this time will be adjusted accordingly.
6 in favor, 0 abstention and 0 against.
22. Share lock-in period under the raised matching funds
Recognition under the raised matching funds
