Shandong Weida Machinery Co.Ltd(002026)
Acquisition Report
Name of listed company: Shandong Weida Machinery Co.Ltd(002026) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Shandong Weida Machinery Co.Ltd(002026) Stock Code: 002026 purchaser: Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd. domicile: No. 2-4, Zhonghan Road, Fushan Town, Weihai Lingang Economic and Technological Development Zone, Shandong Province mailing address: No. 2-4, Zhonghan Road, Fushan Town, Weihai Lingang Economic and Technological Development Zone, Shandong Province
Date of signature: February 2022
Statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the "interpretation" of this report.
1、 The acquirer shall prepare in accordance with 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 the acquisition of listed companies, the standards for the contents and forms of information disclosure by public securities companies No. 16 - Acquisition report of listed companies and relevant laws and regulations.
2、 In accordance with the provisions of the above laws and regulations, this report has fully disclosed the shares in which the acquirer has an interest in Shandong Weida Machinery Co.Ltd(002026) .
As of the signing date of this report, except for the shareholding information disclosed in this report, the acquirer has not increased or decreased its interest in Shandong Weida Machinery Co.Ltd(002026) in any other way.
3、 The purchaser has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 According to the provisions of Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, In addition, if the general meeting of shareholders of the company agrees that investors are exempted from making an offer, or the shares with interests in a listed company reach or exceed 30% of the issued shares of the company, the acquirer can be exempted from making an offer if it holds no more than 2% of the issued shares of the company every 12 months after the occurrence of the above facts.
From July 2018 to November 2019, the proportion of the acquirer's additional shares in the listed company shall not exceed 2% every 12 months, and the offer can be exempted. The acquirer has promised not to transfer the shares of the company issued to it within 36 months from the end of this non-public offering, and the proposal that the acquirer is exempted from acquiring the shares of the listed company by offer has been deliberated and approved by the first extraordinary general meeting of shareholders of the listed company in 2021 and approved by the China Securities Regulatory Commission "CSRC license (2021) No. 3143", The purchaser may be exempted from making an offer.
5、 This acquisition is based on the information stated in this report. Except for the professional institutions employed by the acquirer, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 The purchaser promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Declare that Section 1 interpretation Section 2 Introduction to the purchaser seven
1、 Basic information of the acquirer seven
2、 Acquirer's ownership structure and control relationship seven
3、 The main business and financial status of the acquirer in the last three years nine
4、 Directors, supervisors and senior managers of the acquirer nine
5、 Administrative punishment, criminal punishment, major civil litigation or arbitration of the purchaser in the last five years Vi. the shares in which the acquirer and its controlling shareholders and actual controllers have interests in other listed companies at home and abroad reach
Or more than 5% of the issued shares of the company ten
7、 The acquirer's statement on the changes of controlling shareholders and actual controllers in the last two years Section 3 purpose and decision of this acquisition eleven
1、 The purpose of this acquisition is eleven
2、 Procedures related to this acquisition III. the acquirer will continue to increase its shares in the listed company or dispose of its existing interests in the listed company in the next 12 months
Share plan Section IV acquisition method thirteen
1、 The acquisition method thirteen
2、 Changes in shares in which the acquirer has an interest in the listed company thirteen
3、 This acquisition involves the main contents of the agreement fourteen
4、 There are rights restrictions on the shares of Listed Companies in which the acquirer has interests Section V source of funds nineteen
1、 The capital source of this acquisition nineteen
2、 The total amount of funds involved in this acquisition Section 6 exemption from making an offer twenty
1、 Matters and reasons for exemption from making an offer twenty
2、 Equity structure of listed companies before and after this acquisition twenty
3、 Damage to the interests of the company by the original controlling shareholders, actual controllers and their related parties of the listed company 20 Section VII follow up plan twenty-one
1、 Whether it plans to change the main business of the listed company or make major adjustments to the main business of the listed company in the next 12 months
Whole 2. Whether it plans to sell, merge or cooperate with others in the assets and businesses of the listed company or its subsidiaries in the next 12 months
A joint venture or cooperation plan, or a reorganization plan for a listed company to purchase or replace assets twenty-one
3、 Change plans for directors, supervisors and senior managers of listed companies twenty-one
4、 Plans to amend the articles of association of listed companies twenty-one
5、 On the organizational structure adjustment plan of listed companies twenty-one
6、 Plans to make major adjustments to the employment of existing employees of listed companies twenty-one
7、 Plans to make major changes to the dividend policy of listed companies twenty-one
8、 Other adjustment plans that have a significant impact on the business and organizational structure of listed companies Section 8 analysis of the impact on listed companies twenty-three
1、 The impact of this acquisition on the independence of listed companies twenty-three
2、 The impact of this acquisition on the horizontal competition of listed companies twenty-three
3、 The impact of this acquisition on the related party transactions of listed companies Section 9 major transactions between the acquirer and the listed company twenty-six
1、 Transactions with listed companies and their subsidiaries twenty-six
2、 Transactions with directors, supervisors and senior managers of listed companies twenty-seven
3、 Compensation or similar arrangements for the proposed replacement of directors, supervisors and senior managers of listed companies twenty-eight
4、 Contracts, tacit understandings or arrangements that have a significant impact on listed companies Section 10 the purchaser's trading of listed stocks within the first six months twenty-nine
1、 The situation of the purchaser's purchase and sale of shares of Listed Companies in the first six months 29 II. The purchase and sale of shares of listed companies by the immediate relatives of the directors, supervisors and senior managers of the acquirer in the first six months.29 section 11 financial information of the acquirer thirty
1、 Consolidated balance sheet thirty
2、 Consolidated income statement thirty-one
3、 Consolidated cash flow statement Section 12 other major matters 34 the purchaser declares that 35 financial advisor statement 36 the lawyer declares that 37 section 13 documents for future reference thirty-eight
2、 Check location 38 schedule: forty
Section I interpretation
In this report, unless otherwise specified, the following words have the following meanings:
Shandong Weida Machinery Co.Ltd(002026) . Listed companies and companies refer to Shandong Weida Machinery Co.Ltd(002026)
This report refers to the Shandong Weida Machinery Co.Ltd(002026) acquisition report
Weida group and purchaser refer to Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd
This non-public offering refers to Shandong Weida Machinery Co.Ltd(002026) the issuance of A-Shares to specific objects in the form of non-public offering
Subscription agreement refers to the conditional effective share subscription agreement signed by Weida group and Shandong Weida Machinery Co.Ltd(002026)
Weida group subscribed for Shandong Weida Machinery Co.Ltd(002026) non-public offering shares in cash and this acquisition in July 2018. This transaction refers to the acquisition of accumulatively increasing its holdings of Shandong Weida through centralized bidding and block trading from November 2019
Financial advisor, Sinolink Securities Co.Ltd(600109) refers to Sinolink Securities Co.Ltd(600109)
Company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: the data listed in this report may be slightly different from the sum directly added according to the relevant single data listed in this plan due to rounding.
Section II introduction to the purchaser
1、 Basic information of the purchaser
The purchaser of this acquisition is Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd. the basic information is as follows:
Company name Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd
Address: No. 2-4, Zhonghan Road, Pengshan Town, Lingang Economic and Technological Development Zone, Weihai, Shandong Province
Legal representative: Yang Guimo
The registered capital is 45.5 million yuan
Date of establishment: August 10, 1995
Unified social credit code 913710001668241735
Enterprise type: limited liability company (invested or controlled by natural person)
Radiator and wrench manufacturing; Steel, electrical accessories, building materials, mechanical equipment, instruments and meters and
Business scope: Sales of spare parts and electromechanical products; House leasing; Import and export of goods and technologies within the scope of filing (in accordance with
For projects subject to approval by the law, business activities can be carried out only after approval by relevant departments).
Operating period: August 10, 1995 to long term
Shareholders: Mr. Yang Guimo holds 54.29% and Ms. Yang Mingyan holds 45.71%.
Mailing address: No. 2-4, Zhonghan Road, Pengshan Town, Lingang Economic and Technological Development Zone, Weihai, Shandong Province
Tel: 0631-3909238
2、 Acquirer's ownership structure and control relationship
(I) equity structure of the acquirer
As of the signing date of this report, Mr. Yang Guimo holds 54.29% of the equity of Weida group and is the controlling shareholder and actual controller of Weida group; Ms. Yang Mingyan, the daughter of Mr. Yang Guimo, holds 45.71% of the shares of Weida group.
The equity structure of Weida group is as follows:
Yang Guimo, Yang Mingyan
54.29% 45.71%
Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd
(II) actual of acquirer
