Stock abbreviation: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) Guangdong lighting B (B shares)
Stock Code: 000541 (A shares) 200541 (B shares)
Announcement No.: 2022-014
Foshan Electrical And Lighting Co.Ltd(000541)
Announcement on the completion of the transfer of the subject assets of the purchase of major assets
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Foshan Electrical And Lighting Co.Ltd(000541) (hereinafter referred to as "company", "listed company" or " Foshan Electrical And Lighting Co.Ltd(000541) ") held the 19th meeting of the ninth board of directors and the third extraordinary general meeting of shareholders in 2021 on October 27, 2021 and December 31, 2021 respectively, Deliberated and passed the and its abstract and other proposals related to this transaction, It is agreed that the company shall purchase 100% equity of Foshan sigma Venture Capital Co., Ltd. (hereinafter referred to as "Sigma") held by Guangdong Electronic Information Industry Group Co., Ltd. (hereinafter referred to as "electronic group") (sigma holds Foshan Nationstar Optoelectronics Co.Ltd(002449) 79753050 shares) and Guangdong Guangsheng Holding Group Co., Ltd. (hereinafter referred to as "Guangsheng group") in cash 52051945 tradable shares of Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as " Foshan Nationstar Optoelectronics Co.Ltd(002449) ") held by Guangdong Guangsheng Capital Investment Co., Ltd. (hereinafter referred to as "Guangsheng capital", formerly known as Guangdong Guangsheng Financial Holding Co., Ltd.). For details, see the report on major asset purchase and related party transactions (Draft) and the announcement on the resolution of the third extraordinary general meeting of shareholders in 2021 and other relevant announcements disclosed on cninfo.com on October 28, 2021 and January 1, 2022.
As of the disclosure date of this announcement, the transfer of the underlying assets involved in this transaction has been completed, and the company has paid all the price. Now the relevant matters are announced as follows:
1、 Transfer of underlying assets of this transaction
(I) payment of transaction price
1. Consideration payment arrangement for electronic group
According to the equity transfer agreement and the supplementary agreement to the equity transfer agreement signed between the company and the electronic group, the transaction consideration paid by the company to the electronic group is arranged as follows:
(1) Foshan Electrical And Lighting Co.Ltd(000541) shall pay 30% of the total price of this equity transfer to the electronic group within 5 working days from the date of signing the equity transfer agreement with the electronic group, that is, RMB 275.3941 million as the security deposit for this transaction;
(2) Within 5 working days from the date when all the "prerequisites" of the above equity transfer agreement are met (i.e. the date of entry into force of the agreement), the remaining 70% of the equity transfer amount shall be paid to the bank account designated by the electronic group, i.e. RMB 642586200. Foshan Electrical And Lighting Co.Ltd(000541) the paid deposit is automatically converted into the payable equity transfer price. If it is difficult for Foshan Electrical And Lighting Co.Ltd(000541) to complete the payment within the above payment period due to objective reasons, it can be appropriately extended by consensus of both parties, but the payment shall be completed within 30 days from the effective date of the above equity transfer agreement at the latest. As of the disclosure date of this announcement, Foshan Electrical And Lighting Co.Ltd(000541) has paid a total of 917.9802 million yuan for equity transfer to the electronic group.
2. Consideration payment arrangement for Guangsheng group
According to the provisions of the share transfer agreement and the supplementary agreement to the share transfer agreement signed between the company and Guangsheng group, the transaction consideration paid by the company to Guangsheng group is arranged as follows:
(1) Foshan Electrical And Lighting Co.Ltd(000541) shall pay 30% of the total price of the share transfer to Guangsheng group within 5 working days from the date of signing the share transfer agreement with Guangsheng group, that is, RMB 159735900 to the bank account designated by Guangsheng group as the security deposit for the transaction. (2) Within 5 working days from the date when all the "prerequisites" of the above share transfer agreement are met (i.e. the date of entry into force of the agreement) Foshan Electrical And Lighting Co.Ltd(000541) shall pay the remaining 70% of the total share transfer price to the bank account designated by Guangsheng group, i.e. Foshan Electrical And Lighting Co.Ltd(000541) shall pay RMB 372717000 to Guangsheng group this time. Foshan Electrical And Lighting Co.Ltd(000541) the paid deposit will automatically convert the paid share transfer price. If it is difficult for Foshan Electrical And Lighting Co.Ltd(000541) to complete the payment within the above payment period due to objective reasons, it can be appropriately extended by consensus of both parties, but the payment shall be completed within 30 days from the effective date of the above share transfer agreement at the latest.
As of the disclosure date of this announcement, Foshan Electrical And Lighting Co.Ltd(000541) has paid all equity transfer funds to Guangsheng group, totaling 532452800 yuan.
3. Consideration payment arrangement for Guangsheng capital
According to the provisions of the share transfer agreement and the supplementary agreement to the share transfer agreement signed by the company and Guangsheng capital, the transaction consideration paid by the company to Guangsheng capital is arranged as follows:
(1) Foshan Electrical And Lighting Co.Ltd(000541) shall pay 30% of the total price of the share transfer to Guangsheng capital within 5 working days from the date of signing the share transfer agreement with Guangsheng capital, that is, RMB 1999.95 million to the bank account designated by Guangsheng capital as the deposit for this transaction. (2) Within 5 working days from the date when all the "prerequisites" of the above share transfer agreement are met (i.e. the date of entry into force of the agreement) Foshan Electrical And Lighting Co.Ltd(000541) shall pay the remaining 70% of the total share transfer price to the bank account designated by Guangsheng capital, i.e. Foshan Electrical And Lighting Co.Ltd(000541) shall pay RMB 46.6655 million to Guangsheng capital this time. Foshan Electrical And Lighting Co.Ltd(000541) the paid deposit will automatically convert the paid share transfer price. If it is difficult for Foshan Electrical And Lighting Co.Ltd(000541) to complete the payment within the above payment period due to objective reasons, it can be appropriately extended by consensus of both parties, but the payment shall be completed within 30 days from the effective date of the above-mentioned share agreement at the latest.
As of the disclosure date of this announcement, Foshan Electrical And Lighting Co.Ltd(000541) has paid all equity transfer funds to Guangsheng capital, totaling 66.665 million yuan.
(II) transfer of subject assets
On January 28, 2022, Foshan Market Supervision Administration issued the business license after the change of sigma shareholders and changed the industrial and commercial archives. 100% of Sigma's equity has been transferred and registered under the name of Foshan Electrical And Lighting Co.Ltd(000541) .
On February 24, 2022, China Securities Depository and Clearing Co., Ltd. issued the confirmation of securities transfer registration. The Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 tradable shares with unlimited sales conditions held by Guangsheng group and Guangsheng capital have been transferred and registered under the name of Foshan Electrical And Lighting Co.Ltd(000541) , and the delivery of Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 shares has been completed.
As of the disclosure date of this announcement, Foshan Electrical And Lighting Co.Ltd(000541) and its wholly-owned subsidiaries hold Foshan Nationstar Optoelectronics Co.Ltd(002449) 132819895 shares in total, accounting for 21.48% of the total share capital of Foshan Nationstar Optoelectronics Co.Ltd(002449) , and Foshan Electrical And Lighting Co.Ltd(000541) has become the controlling shareholder of Foshan Nationstar Optoelectronics Co.Ltd(002449) .
(III) treatment of creditor's rights and debts of the underlying assets
The transaction plan of this major asset restructuring is Foshan Electrical And Lighting Co.Ltd(000541) to purchase 100% equity of sigma held by electronic group (sigma holds Foshan Nationstar Optoelectronics Co.Ltd(002449) 79753050 shares) and Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 liquidity shares with unlimited sales conditions jointly held by Guangsheng group and Guangsheng capital. After the completion of this transaction, the creditor's rights and debts originally enjoyed and assumed by the target company will continue to be enjoyed and assumed by the target company. This transaction does not involve the transfer of creditor's rights and debts of the target company, and the treatment of creditor's rights and debts complies with the provisions of relevant laws and regulations.
2、 Follow up matters related to this transaction
(I) all parties to this transaction need to continue to perform the agreements in this transaction document and the relevant commitments made;
(II) Foshan Electrical And Lighting Co.Ltd(000541) information disclosure required by subsequent laws and regulations. 3、 Opinions of intermediaries on the implementation process of this transaction
(I) conclusions of the independent financial adviser:
Foshan Electrical And Lighting Co.Ltd(000541) the approval and implementation procedures of this transaction comply with the provisions of laws, regulations and normative documents such as the company law, the securities law and the reorganization measures. The relevant parties have performed the corresponding decision-making and approval procedures, the transfer of the underlying assets has been completed, and the payment of transaction consideration has been performed in accordance with the provisions of relevant agreements, This transaction does not involve the transfer of creditor's rights and debts of the target company, and the treatment of creditor's rights and debts complies with the provisions of relevant laws and regulations. During the implementation of this transaction, there is no significant difference from the disclosed information; There is no change of directors, supervisors and senior managers of the listed company due to this transaction; There is no case that the funds and assets of the listed company are occupied by the actual controller or other related persons for non operational purposes, and there is no case that the listed company provides guarantees for the actual controller and other related persons; The agreements and commitments signed by the listed company and the counterparty on this transaction have been fulfilled or are being fulfilled, and there is no violation of the agreements or commitments; Under the condition that the relevant parties fully fulfill their obligations in accordance with the relevant agreements signed and commitments made by them, there are no compliance risks and substantive legal obstacles to the implementation of subsequent matters of this transaction.
(II) legal counsel's concluding comments:
This transaction has obtained necessary approval and authorization, and the delivery conditions agreed in relevant transaction documents have been met, so this transaction can be implemented according to law; Foshan Electrical And Lighting Co.Ltd(000541) has paid the transfer consideration of the subject shares and the subject equity in accordance with the provisions of the share transfer agreement, the equity transfer agreement and relevant documents, and the transfer registration procedures of the subject shares and the subject equity have been completed; During the implementation of this transaction, there is no case that the funds and assets of the listed company are occupied by the actual controller or other related persons for non operational purposes, and there is no case that the listed company provides guarantees for the actual controller and other related persons. The implementation of this transaction complies with the requirements of relevant laws, regulations and normative documents such as the securities law, the company law, the reorganization management measures and so on; The parties to this transaction need to continue to perform the agreements in this transaction document and the relevant commitments made. The listed company shall perform the information disclosure matters required by subsequent laws and regulations. Under the condition that the relevant parties to this transaction perform the subsequent obligations agreed in the transaction agreement and the relevant commitments made for this transaction, there is no substantive legal obstacle to the handling of these subsequent matters.
It is hereby announced.
Foshan Electrical And Lighting Co.Ltd(000541) board of directors
February 25, 2022
