Securities code: 603988 securities abbreviation: Sec Electric Machinery Co.Ltd(603988) Announcement No.: pro 2022-010 Sec Electric Machinery Co.Ltd(603988)
Announcement on termination of major asset restructuring
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.
On February 25, 2022, Sec Electric Machinery Co.Ltd(603988) (hereinafter referred to as " Sec Electric Machinery Co.Ltd(603988) " or "the company") held the 17th meeting of the Fourth Board of directors, deliberated and approved the proposal on terminating major asset restructuring and other relevant proposals, and agreed that the company should terminate asset replacement, issue shares to purchase assets, raise supporting funds and related party transactions. On the same day, the company signed the termination agreement of this transaction with the counterparty, and now the relevant matters are announced as follows: I. Basic information of this major asset restructuring
Sec Electric Machinery Co.Ltd(603988) it is planned to purchase all the equity held by all shareholders of Tianjin Beiqing power smart energy Co., Ltd. (hereinafter referred to as the "target company") by means of asset replacement and share issuance, and it is planned to raise supporting funds by non-public offering of shares to no more than 35 qualified specific investors (hereinafter referred to as "this transaction" or "this major asset reorganization"). This transaction is expected to constitute the reorganization and listing stipulated in the measures for the administration of major asset reorganization of listed companies of the CSRC, and lead to the change of the company's control. After the completion of this transaction, Beijing SASAC will become the actual controller of the company, and Tianjin Fuqing Investment Co., Ltd. will become the controlling shareholder of the company. For details, please refer to the report on Sec Electric Machinery Co.Ltd(603988) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) and other relevant announcements published by the company in Shanghai Securities News and the website of Shanghai Stock Exchange on September 25, 2021. 2、 Main work done by the company during the period of promoting major asset restructuring
During the period of planning and promoting this major asset reorganization, the company and relevant parties actively promoted all work related to this major asset reorganization in strict accordance with the provisions of relevant laws, administrative regulations and normative documents such as the administrative measures for major asset reorganization of listed companies:
1. The company demonstrated the major asset restructuring plan, communicated with the counterparty to form a preliminary plan, and signed a confidentiality agreement with relevant parties.
2. According to the requirements of laws, regulations and normative documents related to major asset restructuring, the company has prepared the plan for this restructuring, and hired independent financial advisers, legal advisers, audit, evaluation and other intermediaries for this transaction.
3. Due to the planning of this reorganization, the trading of the company's shares has been suspended since the opening of the market on March 15, 2021 after applying to the Shanghai Stock Exchange. For details, see the announcement on suspension of Sec Electric Machinery Co.Ltd(603988) major asset reorganization disclosed by the company (Announcement No.: pro 2021-004).
4. On March 26, 2021, the company held the 10th meeting of the 4th board of directors, deliberated and approved the proposal on the company's major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions one by one, For details, see the relevant announcement disclosed by the company on March 27, 2021 and the plan for Sec Electric Machinery Co.Ltd(603988) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions. Upon application to the Shanghai Stock Exchange, the trading of the company's shares will resume from the opening of the market on March 29, 2021.
5. On April 2, 2021, the company received the inquiry letter on information disclosure of the plan for Sec Electric Machinery Co.Ltd(603988) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions issued by Shanghai Stock Exchange (szgh [2021] No. 0297). On June 18, 2021, the company disclosed the reply announcement of Sec Electric Machinery Co.Ltd(603988) on the information disclosure inquiry letter of Shanghai Stock Exchange on Sec Electric Machinery Co.Ltd(603988) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Announcement No.: pro 2021-044).
6. On June 20, 2021, the company received the second inquiry letter on information disclosure of Sec Electric Machinery Co.Ltd(603988) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions plan issued by Shanghai Stock Exchange (szgh [2021] No. 0636). On August 6, 2021, the company disclosed the reply announcement of Sec Electric Machinery Co.Ltd(603988) on Shanghai Stock Exchange's second inquiry letter on information disclosure of Sec Electric Machinery Co.Ltd(603988) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions plan (Announcement No.: pro 2021-057).
7. On September 23, 2021, the company held the 14th meeting of the 4th board of directors, deliberated and approved the proposal on the company's major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions one by one, and other proposals related to this transaction, See the report on Sec Electric Machinery Co.Ltd(603988) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) and relevant announcements disclosed by the company in Shanghai Securities News and the website of Shanghai Stock Exchange on September 25, 2021. See the website of Shanghai stock exchange for the full text.
8. On December 3, 2021, the company disclosed the Sec Electric Machinery Co.Ltd(603988) announcement on the postponement of the first extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-076), because this transaction involves the spin off of Beikong Clean Energy Group Co., Ltd. (01250. HK, hereinafter referred to as "Beikong clean energy group"), a company listed on the stock exchange of Hong Kong Limited, In accordance with the relevant laws and regulations of Hong Kong and the relevant provisions of the articles of association of Beikong clean energy group, combined with the actual situation of the company, the board of directors decided to postpone the first extraordinary general meeting of shareholders in 2021 originally scheduled to be held on December 10, 2021 to March 8, 2022.
9. On January 26, 2022, the company disclosed the announcement on the progress of restructuring transactions involving spin off approval (Announcement No.: pro 2022-001), which announced that Beikong clean energy group failed to obtain the approval of the Hong Kong Stock Exchange on the spin off, which would lead to the failure to meet the preconditions of this transaction and the risk of termination of this transaction; According to the approval of the spin off application, the company will actively negotiate with all parties to the transaction, perform relevant approval procedures and timely disclose information in accordance with the provisions of relevant laws and regulations.
10. On February 18, 2022, the company disclosed the Sec Electric Machinery Co.Ltd(603988) suggestive announcement on the proposed termination of major asset restructuring (Announcement No.: pro 2022-007).
As of the disclosure date of this announcement, the company has fulfilled relevant decision-making procedures, disclosed relevant information in time and reminded investors of the uncertainty risk of this major asset reorganization in accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of major asset reorganization of listed companies.
3、 Reasons for terminating this major asset restructuring
Since the preparation of this major asset restructuring, the company has actively organized relevant parties to promote this transaction in strict accordance with the requirements of relevant laws and regulations. This transaction involves the spin off of Beikong clean energy group, a company listed on the Hong Kong stock exchange. In accordance with the application guidelines of item 15 of the rules governing the listing of securities on the stock exchange of Hong Kong Limited (hereinafter referred to as "pn15") and the relevant laws and regulations of Hong Kong, Beikong clean energy group needs to obtain the approval of the stock exchange of Hong Kong for the spin off under pn15 (hereinafter referred to as "this spin off"), And obtain its consent to exempt Beikong clean energy group from the applicable provisions of guaranteed quota under pn15.
On January 21, 2022, Beikong clean energy group received an email from the stock exchange of Hong Kong, believing that Beikong clean energy group did not comply with the relevant provisions on asset spin off and listing in the Securities Listing Rules of the stock exchange of Hong Kong Limited. This email does not constitute a formal decision under the Listing Rules of the stock exchange of Hong Kong.
On January 25, 2022, the company received the notification letter from the target company, It informs: "After discussing with the relevant intermediaries of the pn15 spin off, it is believed that according to the written reply of the Hong Kong Stock Exchange and the general audit habits of the Hong Kong stock exchange, in case of non-compliance with the relevant rules, the written reply of the Hong Kong Stock Exchange will be deemed that the spin off has not been approved, and the Hong Kong Stock Exchange will not make further reply / reply to the approval opinions."
In view of the fact that the examination and approval results of pn15 spin off directly affect the progress of the company's major asset restructuring, on February 10, 2022, the company sent an inquiry letter to the target company, asking the target company to introduce in detail the specific process of the examination and approval communication between Beikong clean energy group and the Hong Kong Stock Exchange under pn15 spin off and the plan and arrangement of subsequent communication, Specify the specific reasons for Beikong clean energy group's non-compliance with the asset spin off rules of the Hong Kong stock exchange, and explain the plan for the follow-up work of this major asset restructuring.
On February 16, 2022, the company received the communication letter from the target company. The communication letter explained the communication process between Beikong clean energy group and the Hong Kong Stock Exchange on the pn15 spin off, and said that due to changes in the market environment, the financial data of the retained assets in 2021 failed to meet the relevant provisions on the profit indicators of the retained assets in Chapter 8 of the rules for the listing of securities on the stock exchange of Hong Kong Limited. According to the prudent judgment of intermediaries, "The proposed spin off will not be approved if it does not comply with the relevant rules," he said. Accordingly, Beikong clean energy group has no plans or arrangements for further communication with the Hong Kong stock exchange. According to the agreement on Sec Electric Machinery Co.Ltd(603988) major asset replacement and issuance of shares to purchase assets signed by all parties to the transaction, one of the preconditions for the implementation of this transaction is to obtain the approval of the Hong Kong stock exchange. The failure to obtain the approval of the Hong Kong stock exchange for this spin off will lead to the failure to reach the preconditions of this transaction and the inability to continue the implementation of this transaction. Based on the review of the Hong Kong stock exchange, it is suggested to further negotiate on the matters related to the proposed termination of this transaction, communicate with other transaction participants for confirmation as soon as possible, and jointly reach a termination agreement on this transaction.
On February 17, 2022, the company signed the memorandum on the termination of Sec Electric Machinery Co.Ltd(603988) major asset restructuring with Tianjin Fuqing Investment Co., Ltd., Wang Jianyu and Wang Jiankai. After negotiation, all parties agreed to terminate this major asset restructuring.
On February 25, 2022, the company signed the termination agreement on Sec Electric Machinery Co.Ltd(603988) major asset restructuring with the target company, all shareholders of the target company, Wang Jianyu and Wang Jiankai. All parties agreed to terminate the major asset restructuring and reached an agreement that the target company should bear the professional service fees of the intermediary institutions related to the assets to be placed in the major asset restructuring.
4、 Terminate the decision-making procedures for this major asset restructuring
(I) deliberations of the board of directors
On February 25, 2022, the company held the 17th meeting of the 4th board of directors, deliberated and approved the proposal on terminating the major asset restructuring, the proposal on signing the termination agreement of the restructuring related agreement between the company and the counterparty, and the proposal on canceling the first extraordinary general meeting in 2021, and agreed to terminate the major asset restructuring.
(II) prior approval opinions of independent directors
The independent directors of the company recognized the termination of this major asset restructuring in advance and believed that the termination of this major asset restructuring by the company complies with the provisions of 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 major asset restructuring of listed companies and other relevant laws, administrative regulations and normative documents, It is a decision made based on prudent judgment and full communication and negotiation. There is no damage to the interests of the company and all shareholders, and it will not have an adverse impact on the current and future financial situation of the company. Therefore, the independent directors agreed to terminate the major asset restructuring and other related matters of the company, and agreed to submit relevant proposals to the 17th meeting of the Fourth Board of directors for deliberation. The related directors should avoid voting on relevant proposals in accordance with relevant laws, regulations and the articles of association.
(III) opinions of independent directors
The independent directors believe that: 1. The relevant proposals considered at the 17th meeting of the 4th board of directors of the company have been approved by the independent directors in advance before being submitted to the 17th meeting of the 4th board of directors, and the relevant proposals have been considered and adopted at the 17th meeting of the 4th board of directors of the company. The convening and convening procedures, voting procedures and methods of the board meeting comply with the provisions of relevant national laws, regulations, normative documents and the articles of association, and the related directors have avoided voting. 2. The company's termination of this major asset reorganization complies with the provisions of 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 major asset reorganization of listed companies and other relevant laws, administrative regulations and normative documents. It is a decision made after careful judgment and full communication and consultation, and there is no damage to the interests of the company and all shareholders, There will be no adverse impact on the company's financial condition and future.
(IV) deliberation of the board of supervisors
On February 25, 2022, the company held the 16th meeting of the 4th board of supervisors, deliberated and approved the proposal on terminating the major asset restructuring and the proposal on signing the termination agreement of the restructuring related agreement between the company and the counterparty, and agreed to terminate the major asset restructuring.
5、 Insider trading of company shares during self inspection
In accordance with the requirements of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties, the questions and answers on strengthening the prevention and control of insider trading in mergers and acquisitions of listed companies, and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 6 - major asset restructuring, The company is carrying out insider registration and self inspection on this reorganization. The self inspection period is 6 months before the company applies for stock suspension (March 15, 2021) to the announcement date of the resolution of the board of directors to consider and terminate this reorganization.
The company plans to report the self inspection items to China Securities Depository and Clearing Co., Ltd. Shanghai
