Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
The board of directors' opinion that this transaction complies with the measures for the administration of major asset restructuring of listed companies
Explanations under Articles 11 and 43
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.
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as "the company", "listed company" or " Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ") plans to purchase 19.13% minority shareholders' equity of the holding subsidiary Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. (hereinafter referred to as "Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) "), including 9.37% equity held by Sichuan gangrong Investment Development Group Co., Ltd, 8.73% equity held by national manufacturing transformation and upgrading fund Co., Ltd. and 1.03% equity held by Xinjiang glory innovation equity investment partnership (limited partnership) (the above three investors are collectively referred to as the "counterparty"); At the same time, shares are issued to raise supporting funds (hereinafter referred to as "this transaction"). This equity purchase is not based on the implementation of raising supporting funds, and the success of raising supporting funds does not affect the implementation of issuing shares to purchase assets.
After careful comparison and careful judgment of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), the board of directors of the company believes that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of restructuring, as follows:
1、 This transaction complies with Article 11 of the reorganization management measures
(I) this transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust.
Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) is mainly committed to the business of medium and high-end CNC machine tools, which is not an industry prohibited or restricted by the national industrial policy and complies with the national industrial policy; This transaction does not violate the laws and regulations on environmental protection and land management; This transaction fails to meet the concentration reporting standards stipulated in the provisions of the State Council on the reporting standards of concentration of business operators, and complies with the provisions of the anti monopoly law of the people's Republic of China.
In conclusion, this transaction complies with the provisions of item (I) of Article 11 of the reorganization management measures.
(II) this transaction will not cause the company to fail to meet the conditions for stock listing
After the completion of this transaction, the proportion of social public shares of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) shall not be less than 10% of the total share capital of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) . The equity distribution of listed companies does not meet the listing conditions specified in the rules for listing shares on the gem of Shenzhen Stock Exchange.
(III) the asset pricing involved in this exchange is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders
1. Pricing of assets to be purchased
The appraisal institution with securities business qualification has been hired to evaluate the underlying assets in this transaction. The appraisal institution and relevant handling appraisers have no actual and expected interests or conflicts with the underlying assets and trading parties of this transaction, and have sufficient independence. As of the benchmark date, the appraisal value of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) 19.13% equity in Shenzhen is 130169600 yuan. The price of 19.13% equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) was determined to be 1301.696 million yuan by both parties according to the final evaluation results. The transaction price of the underlying assets is determined by both parties through negotiation according to the results of the asset evaluation report issued by the evaluation institution with relevant business qualification of securities and futures. The pricing of the underlying assets is fair and there is no damage to the legitimate rights and interests of the company and shareholders.
2. Pricing of issued shares
According to Article 21 of the measures for continuous supervision of gem, if a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80% of the market reference price; The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares this time.
The benchmark date for pricing the purchase of assets by issuing shares this time is Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) the announcement date of the resolution of the 20th meeting of the Fifth Board of directors considering matters related to this transaction. The average trading price of shares 20 trading days, 60 trading days and 120 trading days before the company's pricing benchmark date is shown in the table below:
No. the average price of stock trading is calculated as 80.00% of the average price of interval trading
1. 14.713 yuan / share and 11.770 yuan / share in the first 20 trading days
2. RMB 13.442/share and RMB 10.754/share in the first 60 trading days
3. RMB 13.056/share and RMB 10.445/share in the first 120 trading days
After negotiation between the trading parties, the price of the shares issued this time is determined to be 10.45 yuan / share, which is no less than 80.00% of the average trading price of the company's shares 120 trading days before the pricing benchmark date.
During the period from the pricing benchmark date to the date when the consideration shares are registered in the name of the counterparty, Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) if ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital are implemented, the issue price will be adjusted in accordance with the relevant rules of Shenzhen Stock Exchange.
The pricing of the above transaction targets and share issuance complies with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of restructuring, the measures for the continuous supervision of the gem and the measures for the administration of the issuance of the gem, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders.
3. Independent opinions of independent directors on asset pricing involved in this exchange
The independent directors of the listed company paid attention to the background of the transaction, the transaction pricing and the development prospect of the listed company after the completion of the transaction, approved the transaction plan in advance before submitting it to the board of directors for voting, and expressed independent opinions on the transaction, the independence of the evaluation institution, the rationality of the evaluation assumptions and the fairness of the transaction pricing, There is no situation that damages the interests of the listed company and all shareholders in the trading process.
To sum up, an appraisal institution with securities business qualification has been hired to evaluate the underlying assets in this transaction. The transaction price is based on the evaluated value and determined through friendly negotiation between all parties, which is fair; The pricing of this purchase of assets and issuance of shares complies with relevant laws and regulations. At the same time, the necessary legal procedures have been strictly performed in this transaction, and the independent directors have expressed their opinions. There is no situation that damages the legitimate rights and interests of the listed company and all shareholders.
(IV) the ownership of the assets involved in this transaction is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor's rights and debts is legal
The underlying asset of this transaction is 19.13% minority equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) . According to the letter of commitment on the authenticity, integrity and legality of the equity ownership of the target company issued by the counterparty, the counterparty has the sole, undisputed and exclusive right to the target assets. There are no similar arrangements such as trust shareholding, entrusting a third party to hold shares, holding shares on behalf of a third party, and the ownership of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) held by the counterparty is clear, There is no ongoing or potential ownership dispute, and no third party will put forward any claim on the equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) in any way. There is no pledge, seizure, freezing, ownership dispute and other restrictions on the equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) .
The ownership of the underlying assets involved in this transaction is clear, and there are no legal obstacles to the transfer of assets. This transaction does not involve the treatment of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) creditor's rights and debts.
(V) this transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the main assets of the listed company being cash or no specific business after the reorganization
Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) has good development prospects. After the completion of this transaction, Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) will become a wholly-owned subsidiary of the company, and the business layout of the company will be further improved and optimized. Therefore, this transaction is conducive to enhancing the company's sustainable operation ability, and there is no situation that may cause the main assets of the listed company to be cash or no specific business after reorganization.
(VI) this transaction is conducive to the company's independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies. Before this transaction, the listed company remained independent from the controlling shareholders, actual controllers and their affiliates in terms of business, assets, finance, personnel and institutions, The information disclosure is timely and the operation is standardized. It has not been punished by the CSRC and its dispatched offices or Shenzhen stock exchange for violating the principle of independence. After the completion of this transaction, the company will continue to maintain independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions.
(VII) this transaction is conducive to the listed company to form or maintain a sound and effective corporate governance structure
Before this transaction, the company has established a relatively perfect corporate governance structure. After this transaction is completed, the company will still maintain a sound and effective corporate governance structure. The company will continue to implement relevant rules of procedure or working rules and maintain a sound and effective corporate governance structure in accordance with the requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the standardized operation of companies listed on the gem of Shenzhen stock exchange and other laws and regulations.
In conclusion, this transaction meets the requirements of Article 11 of the reorganization management measures.
2、 This transaction complies with Article 43 of the reorganization management measures
(I) this transaction is conducive to improving the asset quality, financial condition and sustainable profitability of the listed company, enhancing the independence of the listed company, and will not form horizontal competition and increase related party transactions
1. Impact on asset quality, financial status and profitability of listed companies
Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) is committed to the business of medium and high-end CNC machine tools. After the completion of this transaction, Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) will become a wholly-owned subsidiary of the company.
This transaction will help the company further strengthen its control over Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) and make better use of the resources of listed companies to focus on the development of high-end equipment manufacturing business in the future. This transaction is conducive to improving the net profit attributable to the common shareholders of the listed company, thickening the equity and earnings per share attributable to the common shareholders of the listed company, and improving the asset quality, profitability and comprehensive competitiveness of the listed company.
2. This transaction is conducive to enhancing the independence of listed companies and will not form horizontal competition and increase related party transactions
Before and after the completion of this transaction, there is no horizontal competition between the company and the controlling shareholder and its controlled related parties; This transaction will not increase the related party transactions between the listed company and its controlling shareholders and their related parties. Before and after this transaction, the listed company has been independent of the controlling shareholders of the company in terms of business, assets, finance, personnel and institutions. Therefore, this transaction is conducive to enhancing the independence of listed companies and will not form horizontal competition and increase related party transactions.
(II) the financial accounting report of the listed company for the most recent year has been issued with an unqualified audit report by a certified public accountant
The company's 2021 financial and accounting report has been audited by Zhonghua Certified Public Accountants (special general partnership) and issued an unqualified audit report.
(III) the listed company and its current directors and senior managers are not under investigation by judicial organs for suspected crimes or under investigation by CSRC for suspected violations of laws and regulations
According to the letter of commitment issued by the company and its current directors and senior managers, as of the date of issuance of the written statement, the company and its current directors and senior managers are not under investigation by judicial organs for suspected crimes or by China Securities Regulatory Commission for suspected violations of laws and regulations.
(IV) the assets purchased by the listed company by issuing shares are operating assets with clear ownership and can complete the ownership transfer procedures within the agreed time limit
The underlying asset of this transaction is 19.13% minority equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) . If the ownership of the subject asset is legally transferred to the other party within the agreed period of 30083}, the ownership of the subject asset can be legally transferred to 30083} within the agreed period.
To sum up, this transaction meets the requirements of Article 43 of the reorganization management measures.
(V) there is no material violation of other conditions stipulated by the CSRC in this transaction.
In conclusion, this transaction complies with the relevant provisions of Articles 11 and 43 of the reorganization management measures. It is hereby explained.
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) board of directors
February 19, 2022
