Securities code: 601727 securities abbreviation: Shanghai Electric Group Company Limited(601727) No.: pro 2022-010 Shanghai Electric Group Company Limited(601727)
Announcement on the issuance of shares by holding subsidiaries to purchase assets and raise supporting funds from related parties and related party transactions
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● during the past 12 months, Shanghai Electric Group Company Limited(601727) (hereinafter referred to as "the company") and Shanghai Electric Group Company Limited(601727) Holding Group Co., Ltd. (formerly known as " Shanghai Electric Group Company Limited(601727) (Group) head office", completed the industrial and commercial change registration on January 28, 2022, hereinafter referred to as "electric holding") have related party transactions, including: (1) on April 29, 2021, The board of directors of the company deliberated and approved the proposal on Shanghai Electric Group Company Limited(601727) Shanghai Heavy Casting and Forging Co., Ltd. transferring and leasing some fixed assets to Shanghai Electric Group Company Limited(601727) (Group) head office by agreement, and agreed that Shanghai Electric Group Company Limited(601727) Shanghai Heavy Casting and Forging Co., Ltd. (hereinafter referred to as "Shanghai heavy casting and forging") a wholly-owned subsidiary of the company transferred 19 fixed assets to electric holding, The transfer price is 125890112.27 yuan (including tax). It is agreed that Shanghai Heavy Casting and Forging Co., Ltd. will lease the above assets from electric holding for the lease term from May 1, 2021 to April 30, 2036, and the annual lease fee price (including tax) is RMB 2.15 million. (2) On August 17, 2021, the board of directors of the company reviewed and approved the proposal on transferring 80.59% equity of Shanghai Electric Group Company Limited(601727) international economic and Trade Co., Ltd. (hereinafter referred to as "electricity and gas international trade") held by Shanghai Electric Group Company Limited(601727) to Shanghai Electric Group Company Limited(601727) (Group) head office, and agreed that the company would transfer 80.59% equity of Shanghai Electric Group Company Limited(601727) international economic and Trade Co., Ltd. (hereinafter referred to as "electricity and gas international trade") to electric holding, The equity transfer price is based on the net asset evaluation value of 2428920600 yuan of electric international trade as of June 30, 2021, and the equity transfer price of 80.59% of electric international trade is 1957467100 yuan (the equity transfer price is subject to the final evaluation value recorded by state-owned assets).
1、 Overview of related party transactions
The holding subsidiary Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as " Suzhou Thvow Technology Co.Ltd(002564) ") of Shanghai Electric Group Company Limited(601727) (hereinafter referred to as "the company") intends to issue shares to the company to purchase 100% equity of Shanghai Boiler Plant Co., Ltd. (hereinafter referred to as "shangguo plant" or "target company") held by the company, And raise supporting funds from Shanghai Lixin Industrial Co., Ltd. (hereinafter referred to as "Shanghai Lixin"), a subsidiary of the company's controlling shareholder Shanghai Electric Group Company Limited(601727) Holding Group Co., Ltd. (hereinafter referred to as "electrical holding").
On February 10, 2022, the board of directors of the company deliberated and approved the proposal on Suzhou Thvow Technology Co.Ltd(002564) raising supporting funds and related party transactions from Shanghai Lixin Industrial Co., Ltd., and agreed that Suzhou Thvow Technology Co.Ltd(002564) raising supporting funds from Shanghai Lixin's non-public offering of shares for the purpose of this restructuring, and the number of shares to be issued shall not exceed 30% of the total share capital of Suzhou Thvow Technology Co.Ltd(002564) before this non-public offering, The total amount of supporting funds raised shall not exceed RMB 959790309.12, and the total amount of supporting funds raised shall not exceed 100% of the transaction price of Suzhou Thvow Technology Co.Ltd(002564) purchasing assets by issuing shares. The number of shares finally Suzhou Thvow Technology Co.Ltd(002564) issued to Shanghai Lixin shall be subject to the number approved by China Securities Regulatory Commission.
Since Shanghai Lixin, the subscriber of the non-public offering of shares, is a subsidiary of the company's controlling shareholder Shanghai Electric Group Company Limited(601727) Holding Group Co., Ltd., which holds 100% of the comprehensive shares, the raising of supporting funds through the non-public offering of shares constitutes a related party transaction of the listed company. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. As of this related party transaction, the related party transaction between the company and electric holding has not accounted for more than 5% of the absolute value of the company's latest audited net assets in the past 12 months.
2、 Introduction to related parties
(I) basic information of related parties
Company name: Shanghai Lixin Industrial Co., Ltd
Date of establishment: November 26, 2019
Legal representative: Chen Jian
The registered capital is 1 million yuan
Registered address: room a92, building 7, No. 700, Wanrong Road, Jing'an District, Shanghai
Main office address: room a92, building 7, No. 700, Wanrong Road, Jing'an District, Shanghai
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit code 91310106ma1fyjy14r
Enterprise management consultation, design and production of various advertisements, conference services, sales of metal materials and products, main business scope, building materials, steel, mechanical equipment, electromechanical equipment and communication equipment, e-commerce (not engaged in value-added telecommunications and financial business), property management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Business term: November 26, 2019 to November 25, 2039
The main audited financial indicators of Shanghai Lixin in the last year are as follows:
Unit: RMB 10000
December 31, 2020
Total assets 101.05
Total liabilities 0.05
Owner's equity 101.00
Project 2020
Total operating income-
Net profit 1.00
(II) relationship with the company
Shanghai Lixin is a subsidiary of the controlling shareholder of the company, electric holding, which holds 100% of the comprehensive shares, and constitutes an affiliate of the company.
3、 Basic information of related party transactions
(I) subject matter of transaction
The subject matter of this transaction is Suzhou Thvow Technology Co.Ltd(002564) non-public issued RMB common shares (A shares). The transaction method is Suzhou Thvow Technology Co.Ltd(002564) to raise supporting funds from Shanghai Lixin's non-public offering of shares. The number of shares to be issued is 260812584, which does not exceed 30% of the total share capital of Suzhou Thvow Technology Co.Ltd(002564) before the non-public offering, the supporting funds to be raised does not exceed RMB 959790309.12, and the scale of the raised funds does not exceed 100% of the total amount of asset purchase transactions by issuing shares. During the period from the pricing benchmark date of raised matching funds to the date of share issuance, Suzhou Thvow Technology Co.Ltd(002564) if there are ex rights matters such as share distribution, share allotment and conversion of capital reserve into share capital, the above issuance quantity will be adjusted accordingly in accordance with the requirements of relevant laws and regulations.
1. Basic information
Company name Suzhou Thvow Technology Co.Ltd(002564)
Stock code Suzhou Thvow Technology Co.Ltd(002564) (002564. SZ)
Place of listing: Shenzhen Stock Exchange
Date of establishment: March 31, 2001
Legal representative: Yu Zhengqing
The registered capital is 869375282 yuan
Registered address: No. 1, Linjiang Road, Changshan village, Jingang town, Zhangjiagang City, Jiangsu Province
Main office address: b103-104, No. 1737, Zhongshan North Road, Putuo District, Shanghai
Company type: joint stock limited company (listed)
Unified social credit Code: 913205007036765k
Design and manufacture: A1 class high pressure vessel, A2 class III low and medium pressure vessel; Manufacturing: class a boiler components (limited to steam drum). General business items: petroleum, chemical, medical, textile, chemical fiber, food machinery manufacturing and maintenance; Purchase and sale of mechanical accessories; Installation and sales of tank cars; Design and manufacture of offshore engineering equipment; Self support and agency of import and export business of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) main business scope: construction engineering survey; Various engineering construction activities; Construction engineering design; Installation, repair and test of power facilities (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business items shall be subject to the approval results) general items: engineering management services; Foreign contracted projects; Power generation technology services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Biomass energy technology services; Sales of power facilities and equipment; Leasing of machinery and equipment (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Business term: March 31, 2001 to March 30, 2051
As of the date of this announcement, the company holds Suzhou Thvow Technology Co.Ltd(002564) 132458814 shares, accounting for 15.24% of the total share capital of Suzhou Thvow Technology Co.Ltd(002564) , holds the voting rights of Suzhou Thvow Technology Co.Ltd(002564) 131290074 shares in the form of voting power entrustment, accounting for 15.10% of the total share capital of Suzhou Thvow Technology Co.Ltd(002564) , and the total number of voting shares accounts for 30.34% of the total share capital of Suzhou Thvow Technology Co.Ltd(002564) , which is the controlling shareholder of Suzhou Thvow Technology Co.Ltd(002564) .
Upon deliberation and approval of the 64th Session of the 5th session of the board of directors of the company, the company signed the share transfer agreement with Chen Yuzhong on February 11, 2022. The company transferred Suzhou Thvow Technology Co.Ltd(002564) 116000000 shares held by Chen Yuzhong at the price of RMB 3.69/share and a total consideration of RMB 428040000, For the remaining Suzhou Thvow Technology Co.Ltd(002564) shares held by Chen Yuzhong, the arrangement of the voting right entrustment agreement signed by both parties on August 3, 2018 is continued, and the proportion of Suzhou Thvow Technology Co.Ltd(002564) voting rights owned by the company remains unchanged.
2. Key financial data
Unit: RMB 10000
Project September 30, 2021 December 31, 2020 (Unaudited) (audited)
Total assets 2883814.78 3038789.53
Total liabilities 2591729.05 2730141.82
Owner's equity 292085.73 308647.71
Owner's equity attributable to shareholders of listed companies 238535.67 250310.80
January September 2021 2020
(Unaudited) (audited)
Operating income 478158.04 771247.36
Net profit -14046.74 -140192.05
Net profit attributable to shareholders of listed company -11880.09 -115951.73
Tianwo above
