Securities code: 603988 securities abbreviation: Sec Electric Machinery Co.Ltd(603988) Announcement No.: 2022-011
Sec Electric Machinery Co.Ltd(603988)
Announcement on canceling the first extraordinary general meeting of shareholders in 2021
hot tip
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. 1、 Cancellation of the general meeting of shareholders 1 Type and session of cancelled general meeting
The first extraordinary general meeting of shareholders in 2021
2. Date of the cancelled general meeting: March 8, 2022
3. Equity registration date of cancelled shareholders’ meeting
Stock category Stock Code Stock abbreviation equity registration date
A shares 603988 Sec Electric Machinery Co.Ltd(603988) 2021 / 12 / 2
2、 Cancellation reason
Sec Electric Machinery Co.Ltd(603988) (hereinafter referred to as “the company”) plans to purchase all the equity held by all shareholders of Tianjin Beiqing power smart energy Co., Ltd. (hereinafter referred to as “the subject company”) by means of asset replacement and share issuance, It plans to raise matching 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 restructuring”). The company originally planned to hold the first extraordinary general meeting of shareholders in 2021 on March 8, 2022 to consider the proposal on Sec Electric Machinery Co.Ltd(603988) This major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions and other major asset restructuring related proposals.
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, and all parties agreed to terminate the major asset restructuring.
Considering the above, the board of directors of the company decided to cancel the first extraordinary general meeting of shareholders in 2021 originally scheduled to be held on March 8, 2022. 3、 Subsequent handling of the proposals involved
On February 25, 2022, the company held the 17th meeting of the Fourth Board of directors, deliberated and approved the proposal on canceling the first extraordinary general meeting of shareholders in 2021, and agreed to cancel the first extraordinary general meeting of shareholders in 2021 originally scheduled to be held on March 8, 2022.
The cancellation of this shareholders’ meeting complies with the provisions of the company law of the people’s Republic of China and the Sec Electric Machinery Co.Ltd(603988) articles of association. For subsequent matters, the company will timely perform the obligation of information disclosure in accordance with the provisions and requirements of relevant laws and regulations.
The board of directors of the company apologized for the inconvenience caused to the majority of investors and thanked the majority of investors for their support and understanding to the company.
It is hereby announced.
Sec Electric Machinery Co.Ltd(603988) board of directors February 26, 2022
