Securities code: 002564 securities abbreviation: Suzhou Thvow Technology Co.Ltd(002564) listing place: Shenzhen Stock Exchange Suzhou Thvow Technology Co.Ltd(002564)
Issue shares to purchase assets
And raise supporting funds and related party transactions
Counterparty type counterparty name
Counterparty of issuing shares to purchase assets Shanghai Electric Group Company Limited(601727)
Counterparty for raising supporting funds: Shanghai Lixin Industrial Co., Ltd
February, 2002
catalogue
catalogue one
interpretation...... four
1、 General interpretation 4 II. Professional interpretation five
Declare that seven
1、 The listed company declares that 7 II. Statement of directors, supervisors and senior managers of listed companies 7 III. statement of the counterparty 8. Tips on major issues 9 I. main contents of this transaction plan 9 II. Nature of this transaction 10 III. issuance of shares and purchase of assets 11 IV. raising supporting funds 15 v. appraisal value and pricing of the underlying assets 17 VI. impact of this transaction on listed companies 17 VII. Decision making and approval procedures involved in this transaction 19 VIII. Important commitments made by relevant parties of this transaction IX. principled opinions of the controlling shareholders of the listed company and those acting in concert on this reorganization 25 X. the share reduction plan of the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers of the listed company from the date of resumption of the reorganization to the completion of the implementation 25 Xi. Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring 25 12. Arrangements for suspension and resumption of trading of shares of listed companies 27 XIII. Information tips to be supplemented and disclosed 27 major risk tips 28 I. risks related to this transaction 28 II. Risks faced by listed companies after this transaction 29 III. operating risks of the underlying assets 30 IV. other risks 32 chapter I overview of this transaction 34 I. background and purpose of this transaction 34 II. Main contents of this transaction plan 37 III. nature of this transaction 38 IV. decision making and approval procedures involved in this transaction 39 v. appraisal value and pricing of the underlying assets Chapter II basic information of listed companies 41 I. Basic information of listed companies 41 II. Changes in control of Listed Companies in the last 36 months forty-one
3、 Overview of controlling shareholders and actual controllers of listed companies 41 IV. major asset restructuring of Listed Companies in the past three years V. main business development of Listed Companies in recent three years Vi. main financial indicators of Listed Companies in the last three years 44 VII. Expected changes in the equity control structure of the listed company caused by this transaction Chapter III basic information of counterparties 47 I. counterparty of issuing shares to purchase assets 47 II. Counterparty for raising supporting funds Chapter IV basic information of the underlying assets 54 I. Basic information of shangguo factory 54 II. Equity control relationship 54 III. information of subordinate enterprises 55 IV. development of main business Chapter V appraisal of the subject assets Chapter VI issuance of shares and raising of supporting funds I. issuance of shares 64 II. Raising supporting funds 67 Chapter VII impact of this transaction on listed companies 70 I. The impact of this transaction on the main business of the listed company 70 II. The impact of this transaction on the equity structure of listed companies 71 III. The impact of this transaction on the main financial indicators of listed companies 71 Chapter VIII risk factors 72 I. risks related to this transaction 72 II. Risks faced by listed companies after this transaction 73 III. operating risks of the underlying assets 74. Other risks 76 Chapter IX other important matters 78 I. explanation that the share price fluctuation of listed companies did not reach 20% before the suspension of trading 78 II. Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring 78 III. asset transactions of Listed Companies in the last 12 months and their relationship with this transaction IV. principled opinions of the controlling shareholders of the listed company and those acting in concert on this reorganization V. share reduction plan of the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers of the listed company from the date of resumption of the reorganization to the completion of the implementation Vi. the relevant entities of this transaction are not allowed to participate in major asset restructuring 81 VII. Description of the impact of this transaction on the governance mechanism of listed companies 82 Chapter X opinions of independent directors on this transaction Chapter XI statements and commitments 85 I. all directors declare that eighty-five
2、 All supervisors declare that 86 III. statement of senior management eighty-seven
interpretation
In this plan, unless otherwise specified, the following abbreviations and terms have the following meanings: 1. General interpretation this plan / plan / reorganization refers to the plan of Suzhou Thvow Technology Co.Ltd(002564) issuing shares to buy assets and raising supporting funds and related party transactions
Restructuring report refers to the report on Suzhou Thvow Technology Co.Ltd(002564) issuing shares to purchase assets and raising supporting funds and related party transactions
Suzhou Thvow Technology Co.Ltd(002564) / company / this refers to Suzhou Thvow Technology Co.Ltd(002564) (Stock Code: 002564. SZ) Company / listed company
Company stock / listed company refers to A-share stock of Suzhou Thvow Technology Co.Ltd(002564) (Stock Code: 002564. SZ)
shares
Shanghai Electric Group Company Limited(601727) (Group) head office (industrial and commercial registration of electric holding instructions was completed on January 28, 2022, and the company name was changed from " Shanghai Electric Group Company Limited(601727) (Group) head office" to " Shanghai Electric Group Company Limited(601727) Holding Group Co., Ltd.")
Shanghai Electric Group Company Limited(601727) refers to Shanghai Electric Group Company Limited(601727)
Shanghai Lixin refers to Shanghai Lixin Industrial Co., Ltd
Shangguo plant / shangguo plant company refers to Shanghai Boiler Plant Co., Ltd
The underlying asset / capital to be injected refers to 100.00% equity of Shanghai Boiler plant
The target company / target asset refers to shangguo plant
China machinery power refers to China Machinery Guoneng Power Engineering Co., Ltd
Zhanghua machine refers to Zhanghua machine (Suzhou) reassembly Co., Ltd
State controlled global refers to Shanghai Electric Group Company Limited(601727) group state controlled Global Engineering Co., Ltd
German CFE company refers to CFE Technology GmbH, components for energy
Shanghai SDIC refers to Shanghai state owned Capital Investment Co., Ltd
The Pacific Securities Co.Ltd(601099) electromechanical refers to The Pacific Securities Co.Ltd(601099) electromechanical (Group) Co., Ltd
Dongfang Boiler refers to Dongfang Electric Corporation Limited(600875) Group Dongfang Boiler Co., Ltd
Harbin Boiler Plant refers to Harbin Boiler Plant Co., Ltd
Electric Hong Kong refers to Shanghai Electric Group Company Limited(601727) Group Hong Kong Co., Ltd
Issuing shares to purchase assets means that Suzhou Thvow Technology Co.Ltd(002564) intends to purchase 100.00% equity of shangguo plant from Shanghai Electric Group Company Limited(601727) by issuing shares
The raised matching funds refer to the supporting funds that Suzhou Thvow Technology Co.Ltd(002564) plans to raise from Shanghai Lixin's non-public offering of shares
This transaction / this reorganization refers to the asset reorganization to be carried out by Suzhou Thvow Technology Co.Ltd(002564) , including issuing shares to buy assets and raising / this major asset reorganization supporting funds
The "capital purchase by issuing shares" refers to the share purchase asset agreement under the property issuance agreement between Suzhou Thvow Technology Co.Ltd(002564) and Shanghai Electric Group Company Limited(601727)
Share subscription agreement refers to the share subscription agreement between Suzhou Thvow Technology Co.Ltd(002564) and Shanghai Lixin Industrial Co., Ltd
Share transfer agreement refers to the share transfer agreement between Chen Yuzhong and Shanghai Electric Group Company Limited(601727) on the transfer of some shares of Suzhou Suzhou Thvow Technology Co.Ltd(002564) Co., Ltd
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the administration of major asset reorganization of listed companies, and the issuance management measures refer to the measures for the administration of securities issuance of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public - major asset restructuring of listed companies
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies, and the information disclosure management office refers to the measures for the administration of information disclosure of listed companies law
"Supervision of listed companies" refers to the "guidelines for supervision of listed companies No. 7 - supervision of abnormal transactions of shares related to major asset restructuring of listed companies No. 7"
"Several issues concerning reorganization" refers to the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
The articles of association refers to the Suzhou Thvow Technology Co.Ltd(002564) articles of association
CSRC refers to the China Securities Regulatory Commission
M & a committee refers to the M & A Review Committee of listed companies of China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shanghai SASAC refers to Shanghai state owned assets supervision and Administration Commission
The last two years / report refers to 2019, 2020 and January September 2021
stage
The last two years refer to 2019 and 2020
The transition period from the base date (excluding the base date) to the delivery date (including the delivery date) refers to the period.
When calculating relevant profit and loss or other financial data, unless otherwise agreed, it refers to the period from the base date (excluding the base date) to the end of the month on the delivery date
Profit or loss and other equity changes of assets with profit and loss indicators during the transition period
The pricing benchmark date refers to the announcement date of the resolution of the board of directors of the listed company on the first consideration of the reorganization
Benchmark date / benchmark date refers to December 31, 2021
The settlement date refers to the date on which the parties to the transaction complete the settlement, which shall be separately negotiated and determined by the parties to the transaction after the reorganization is approved by the CSRC
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
2、 Professional interpretation
The utility model relates to an energy conversion mechanical equipment. Through boiler combustion, the chemical energy in the input fuel is converted into high-temperature flue gas, and then the working medium such as water is used to convert the heat energy contained in it into the kinetic energy and heat energy of steam, high-temperature water or organic heat carrier, so as to promote the downstream machinery to do work, or directly exchange and utilize heat energy.
Utility boiler refers to the boiler used by the power plant to generate electricity
Boiler (Island) refers to the boiler system connected by boiler and its auxiliary equipment
Environmental protection (Island) refers to the harmless comprehensive treatment of the flue gas discharged from the tail of the boiler through a series of pollution control processes after leaving the boiler body
According to TSG 11-2020 boiler safety technical specification, boilers are divided into subcritical, Ultra Critical and medium pressure boilers (3.80 ~ 5.30mpa) and high pressure boilers (9.80 MPa) according to steam parameters
