Securities code: 300169 securities abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) Announcement No.: 2022-034 Changzhou Tiansheng New Materials Co.Ltd(300169)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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.
Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as ” Changzhou Tiansheng New Materials Co.Ltd(300169) “, “listed company” or “company”) received the attention letter on Changzhou Tiansheng New Materials Co.Ltd(300169) (GEM attention letter [2022] No. 71) (hereinafter referred to as “attention letter”) issued by the gem company management department of Shenzhen Stock Exchange on January 27, 2022. According to the requirements of the attention letter, The company has carefully analyzed and verified relevant issues, implemented them one by one and made written explanations. The relevant questions in the attention letter are replied as follows: 1. The relevant announcement shows that the arrangement of entrusted voting right and waiver of voting right will take effect from the date when the funds raised by your company’s directional issuance of shares in 2022 are transferred to the company’s capital account, but the specific time limit is not specified. Please explain whether the relevant arrangements are attached with a time limit, whether they can be changed or revoked, whether Huang Daping and his related parties pay or promise to pay consideration to the relevant shareholders of your company to reach the relevant arrangements, whether the relevant arrangements are stable in combination with the foregoing, and whether the basis for determining the proposed change of control based on the relevant arrangements is sufficient, And whether the control of your company is stable after the implementation of relevant arrangements. Reply of the company: (1) specific arrangements for voting right entrustment and voting right waiver
According to the voting power entrustment agreement (hereinafter referred to as “voting power entrustment agreement”) signed by Wu Haizhou (as the entrusting party) and Fujian Jucheng Machinery Equipment Co., Ltd. (hereinafter referred to as “Jucheng machinery”) (as the entrusted party) on January 26, 2022, The term of voting power entrustment starts from the effective date of the voting power entrustment agreement (i.e. the date on which the funds raised by the listed company by issuing shares to Jucheng machinery and / or its affiliates in 2022 are transferred to the capital account of the listed company), and the termination date of the entrustment term is the date on which both parties reach an agreement on the dissolution or termination of voting power entrustment and sign the termination agreement of voting power entrustment in writing. Before the expiration of the entrustment period, the entrustment of voting rights under the agreement shall remain valid; During the validity of this agreement, Wu Haizhou promises to unconditionally and irrevocably authorize Jucheng machinery as the sole and exclusive agent of the authorized shares to exercise the entrusted rights corresponding to the authorized shares.
According to the voting right waiver agreement signed by Sun Jian, LV zewei, Xu Yi (waiver party) and Jucheng machinery, Changzhou Tiansheng New Materials Co.Ltd(300169) on January 26, 2022 (hereinafter referred to as the “voting right waiver agreement”), The term of waiver of voting rights starts from the effective date of the waiver of voting rights agreement (i.e. the date on which the funds raised by the listed company by issuing shares to Jucheng machinery and / or its affiliates in 2022 are transferred to the capital account of the listed company), and the termination date of the waiver term is the date on which all parties reach an agreement on the cancellation or termination of the waiver of voting rights agreement and sign the termination agreement of waiver of voting rights in writing. The waiver of voting rights under this Agreement shall remain valid until the expiration of the waiver period; During the waiver period, the abstaining party promises not to unilaterally revoke the waiver of voting rights.
In conclusion, according to the voting power entrustment agreement, the voting power entrustment under the voting power entrustment agreement shall remain valid unless both parties reach an agreement through consultation and sign a written voting power entrustment termination agreement, The relevant arrangements for voting power entrustment involved in the overall plan for the change of control of the company remain valid during the period when the entrusting party holds the shares of the listed company, and cannot be changed or revoked unilaterally. These arrangements are stable; According to the agreement on waiver of voting rights, unless both parties reach a consensus and sign the termination agreement on waiver of voting rights in writing, the waiver of voting rights under the agreement on waiver of voting rights will continue to be valid. The relevant arrangement of waiver of voting rights involved in the overall plan for the change of control of the company will continue to be valid during the period when the waiver party holds the shares of the listed company and cannot be changed or revoked unilaterally, These arrangements are stable. (2) Huang Daping and his related parties do not pay or promise to pay consideration to relevant shareholders of the company
According to the instructions and commitments of Huang Daping and the company’s shareholders Wu Haizhou, Sun Jian, LV zewei and Xu Yi, Wu Haizhou entrusted voting rights to Jucheng machinery, and Sun Jian, LV zewei and Xu Yi gave up their voting rights to further consolidate Mr. Huang Daping’s position as the actual controller, and hoped that Mr. Huang Daping could play his role as the actual controller through relevant arrangements, With the help of Mr. Huang Daping’s resources and experience, promote the company’s business development, improve the company’s business performance and value, and realize the purpose of maximizing the interests of shareholders; As of the date of this reply, Huang Daping and his affiliates have not paid or promised to pay consideration to Wu Haizhou, Sun Jian, LV zewei and Xu Yi, the relevant shareholders of the company. (3) Based on the relevant arrangements, there is sufficient basis for determining that the control right of the listed company is to be changed
Prior to this offering, the listed company had no controlling shareholder or actual controller.
After the issuance, Jucheng intelligent machinery partnership (limited partnership) (hereinafter referred to as “Jucheng intelligent”) in Quanzhou Taiwan investment zone will hold 95323700 shares of the listed company, accounting for 22.63% of the total share capital of the listed company after the issuance, and will be the largest shareholder of the listed company; Jucheng machinery is entrusted to exercise the voting rights of 25423066 shares of the listed company held by Wu Haizhou. The actual voting shares held by Jucheng machinery and Jucheng intelligent, the person acting in concert, account for 28.66% of the total share capital of the listed company after the issuance.
After the implementation of the overall plan for the change of control of the company, the number, proportion and proportion of voting shares of the main shareholders of the listed company are as follows:
Shareholding proportion number of voting shares number of voting shares number of shareholders holding shares (shares) (%) (shares) proportion of total share capital (%)
Jucheng intelligent 95323700 22.63 95323700 22.63
Coalescence machinery — 25423066 6.03
Wu Haizhou 25423066 6.03 —
Sun Jian 13050000 3.10 —
LV zewei 12434384 2.95 —
Xu Yi 6908346 1.64 —
Other shareholders 268168544 63.65
Total 421308040 100.00 —
Note: the proportion of the number of voting shares in the total share capital = the number of shares actually owned by each shareholder ÷ the total share capital of the company.
Article 84 of the measures for the administration of the acquisition of listed companies stipulates that “under any of the following circumstances, it is deemed to have the control right of a listed company:
(I) the investor is the controlling shareholder holding more than 50% of the shares of the listed company;
(II) investors can actually control more than 30% of the voting rights of the shares of the listed company;
(III) investors can decide the election of more than half of the members of the board of directors of the company by actually controlling the voting rights of the shares of the listed company;
(IV) the voting rights of the listed company’s shares that investors can actually control are enough to have a significant impact on the resolutions of the company’s general meeting of shareholders;
(V) other circumstances recognized by the CSRC. “
After the issuance, Jucheng intelligent became the largest shareholder of the listed company, with a direct shareholding ratio of 22.63%. At the same time, Jucheng machinery was entrusted to exercise the voting rights of 25423066 shares of the listed company held by Wu Haizhou. The actual voting shares held by Jucheng intelligent and Jucheng machinery accounted for 28.66% of the total share capital of the listed company after the issuance, although not more than 30%, However, it is sufficient to have a significant impact on the resolutions of the general meeting of shareholders of the listed company; At the same time, the shareholding ratio of other shareholders is relatively scattered, which will not pose a threat to the control of Jucheng intelligence. After the completion of this offering, the control right of the listed company will be changed, the controlling shareholder of the listed company will be changed to Jucheng intelligence, and the actual controller of the listed company will be changed to Huang Daping.
In conclusion, based on the relevant arrangements, there is sufficient basis for determining that the control right of the listed company is to be changed. (4) After the implementation of relevant arrangements, the control of listed companies is stable
According to the conditional subscription agreement for issuing shares to specific objects signed by the company and Jucheng intelligent on February 21, 2022, Jucheng intelligent promises that the company’s shares subscribed under the agreement will be locked and shall not be transferred within 18 months from the end of this issuance.
According to the voting right entrustment agreement and voting right waiver agreement, the relevant arrangements for the entrustment / waiver of voting rights involved in the overall plan for the change of control of the company shall remain valid during the period when the entrusting party / Waiver party holds the shares of the listed company and cannot be changed or revoked unilaterally.
In conclusion, after the implementation of relevant arrangements involved in the overall plan for the change of control of the company, the control of listed companies is stable. 2. Please clarify whether Wu Haizhou, Huang Daping and their related parties have formed a concerted action relationship after the entrusted voting right. If so, please supplement the relevant information. If not, please explain the specific reasons. Company reply:
The company confirmed to Wu Haizhou that Wu Haizhou entrusted Jucheng machinery to exercise the voting rights and related rights of his shares in the company for the purpose of further consolidating Mr. Huang Daping’s position as the actual controller, and hoped to give full play to Mr. Huang Daping’s role as the actual controller through relevant arrangements and promote the business development of the company with the help of Mr. Huang Daping’s resources and experience, Enhance the company’s business performance and value and maximize the interests of shareholders. Paragraph 1 of Article 83 of the measures for the administration of the acquisition of listed companies stipulates that concerted action refers to the act or fact that investors jointly expand the number of voting rights of shares of a listed company they can control with other investors through agreements and other arrangements.
According to the voting power entrustment agreement, Wu Haizhou will hold 25423066 shares of the company (accounting for 7.80% of the total share capital of the listed company on the signing date of the agreement), including the voting rights, nomination and proposal rights, convening rights, participation rights, and The right of supervision and suggestion and other rights other than the right of income and disposal (including but not limited to transfer, pledge, etc.) are exclusively and irrevocably entrusted to Jucheng machinery; The voting right entrustment under the agreement is discretionary. For specific matters, Jucheng machinery can vote by itself or entrust its representative to vote in accordance with relevant regulations without the consent of Wu Haizhou.
The company confirmed to Wu Haizhou and Huang Daping that, except for the relevant arrangements in the voting power entrustment agreement, Wu Haizhou, Huang Daping and their affiliates have no arrangement that can mutually affect the number of voting rights of listed companies they can control, and Wu Haizhou, Huang Daping and their affiliates have no intention or arrangement to act in concert, which does not constitute a person acting in concert.
Paragraph 2 of Article 83 of the measures for the administration of the acquisition of listed companies stipulates that investors who have acted in concert in the acquisition of listed companies and changes in the rights and interests of related shares are mutually acting in concert. If there is no evidence to the contrary and the investor has one of the circumstances listed in this paragraph, it shall be a person acting in concert.
No. verification conclusion of Article 83, Article 2 of the measures for the administration of the acquisition of listed companies
Circumstances listed in paragraph
There is an equity control relationship between the executive partner of Jucheng intelligence / general HE1 investor. The partner is Jucheng machinery, the controlling shareholder of Jucheng machinery is Huang Daping, and Wu Haizhou does not hold the property share of Jucheng intelligence, Nor does it hold Jucheng machine 2. The investor is controlled by the same subject, Fujian Quanzhou Lida Machinery Co., Ltd. (a limited partner of Jucheng intelligence, holding
With the equity of Jucheng intelligent (99% of the property share), Wu Haizhou has no equity control relationship with Jucheng intelligent, Jucheng machinery and Fujian Quanzhou Lida Machinery Co., Ltd
