Securities code: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) securities abbreviation: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) Announcement No.: 2022013 Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Announcement on signing the supplementary agreement to the conditional effective share subscription agreement and related party transactions with specific objects
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.
Special tips:
1. Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) (hereinafter referred to as "the company") intends to sign the supplementary agreement to the conditional effective share subscription agreement (hereinafter referred to as "the supplementary agreement") with the specific object Guangzhou Kaide Investment Holding Co., Ltd. (hereinafter referred to as "Kaide investment control") on the issue of A shares to specific objects in 2021 (hereinafter referred to as "the issuance"), Revise the conditions for the payment of subscription price, stock delivery and the effectiveness of the agreement.
2. If the issuance is completed and implemented, the control right of the company will change, Kaide investment control will become the controlling shareholder of the company, and the actual controller of the company will be changed from the team of concerted actors composed of Liu Zhicheng, Huang Jingming, Xia quanguang, Zhang Jinnan and Zhang Fulin to the management Committee of Guangzhou Economic and Technological Development Zone.
3. The issuance and signing of the supplementary agreement will not affect the normal production and operation of the company, and there is no damage to the interests of the company and minority shareholders.
4. The issuance can only be implemented after obtaining the registration approval of the CSRC. There is still uncertainty about whether the CSRC can finally make the decision to approve the registration and its time. Please pay attention to the investment risks. 1、 Basic information of related party transactions (I) overview of transactions
On July 23, 2021, The 18th meeting of the 4th board of directors of the company deliberated and approved the proposal on the signing of conditional and effective share subscription agreement between the company and specific objects, the proposal on the related party transactions involved in the issuance of A-Shares by the company to specific objects, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors of the company to handle the specific matters of issuing shares to specific objects It is agreed that the company and Kaide investment control sign the conditional effective share subscription agreement (hereinafter referred to as the "original agreement") to issue 215745976 shares to Kaide investment control, and submit to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to this issuance. The related directors avoided voting on the relevant proposals of this issuance; The independent directors approved the issuance in advance and expressed their independent opinions. The above-mentioned proposal has been deliberated and passed at the second extraordinary general meeting of shareholders of the company in 2021.
On March 1, 2022, the 22nd Meeting of the Fourth Board of directors of the company considered and approved the proposal on signing the supplementary agreement of the conditional effective share subscription agreement between the company and specific objects, agreed that the company and Kaide investment control signed the supplementary agreement, and modified the subscription price payment and effective conditions of the original agreement. The related directors made a withdrawal vote, and the independent directors approved it in advance and expressed their agreed independent opinions. According to the authorization of the second extraordinary general meeting of the company in 2021, the relevant proposals of the supplementary agreement need not be submitted to the general meeting of shareholders for deliberation.
The issuance has been approved by Shenzhen Stock Exchange and can be implemented only after the approval and registration of China Securities Regulatory Commission. (II) relationship
After the completion of this issuance, Kaide investment control will become the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Kaide investment control is the affiliated legal person of the company. This issuance constitutes the affiliated transaction of the company, but does not constitute the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. 2、 Introduction to related parties (I) basic information of Kaide investment and control
Name: Guangzhou Kaide Investment Holding Co., Ltd
Registered address: units 2604, 2605, 2606 and 2607, Development Zone holding center, No. 60, Keke Avenue, Guangzhou Economic and Technological Development Zone
Legal representative: Guo chuanzhou
Registered capital: 7195 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person)
Business scope: equity investment; Equity investment management; Entrusted management of equity investment funds (specific business items shall be subject to the approval issued by the financial management department; venture capital; acting as an agent for other venture capital enterprises and other institutions or individuals; venture capital consulting business; providing venture management services for venture enterprises; participating in the establishment of venture capital enterprises and venture capital management consulting institutions; venture capital.
Business term: May 29, 2015 to May 28, 2035
(II) equity control relationship
As of the disclosure date of this announcement, Guangzhou Development Zone Holding Group Co., Ltd. holds 100.00% equity of Kaide investment and is the controlling shareholder of Kaide investment and control. The Management Committee of Guangzhou Economic and Technological Development Zone is the actual controller of Kaide investment control. The equity structure of Kaide investment control is as follows:
(III) main business and financial status
Kaide investment holding was established in May 2015 and its business covers strategic investment in science and technology, master fund, capital operation and asset management. Focusing on high-tech industries such as new energy, new generation information technology, artificial intelligence and digital economy, the company is committed to building a first-class technology investment, capital operation and industrial coordination platform in Dawan district. Kaide investment control focuses on high-tech industries such as new energy, new generation information technology, artificial intelligence and digital economy, and is committed to building a first-class technology investment, capital operation and industrial coordination platform in Dawan district. The main financial data of Kaide investment control in the latest year and the first period are as follows:
Unit: 10000 yuan
Project year 2020 / December 31, 2020 year 2021 / December 31, 2021
Total assets 108493738119756520
Total liabilities 5677391055281334
Net assets 5171982764475186
Operating income 215.60226632
Net profit 17361591135898
Note: the above 2020 data were audited by ShineWing Certified Public Accountants (special general partnership) Guangzhou Branch; The annual data of 2021 is unaudited.
(IV) performance capacity
Kaide investment control is not a dishonest executee and has the ability to perform contractual obligations. 3、 Basic information of related party transactions
The subject matter of this transaction is 215745976 ordinary shares (A shares) issued by the company, with a par value of RMB 1.00 per share. The number of shares issued this time is subject to the number of shares registered and issued by the CSRC. 4、 Pricing basis of related party transactions
The company's shares are issued at lock price, and the pricing benchmark date is the announcement date of the resolution of the 18th meeting of the Fourth Board of directors. The board of directors determined that the issue price of this issue is 5.01 yuan / share, which is not less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date).
If the company has ex right and ex interest matters such as dividend distribution, share distribution, share allotment and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price will be adjusted accordingly. The adjustment formula is as follows:
Distribution of cash dividends: P1 = P0 - D
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (P0 - D) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n. 5、 Main contents of related party transaction contract
The main contents of the supplementary agreement are as follows: (I) contract subject
Party A: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Party B: Guangzhou Kaide Investment Holding Co., Ltd. (I) payment of subscription price and stock delivery
In Article 4.1 of the original agreement on the payment conditions of Kaide holdings, delete "this share transfer has been confirmed by the compliance of Shenzhen Stock Exchange", and amend Article 4.1 of the original agreement to read:
After the issuance is approved by the CSRC for registration and issuance, the lead underwriter employed by Party A will send a written payment notice to the subscriber according to the issuance plan of the issued shares approved and registered by the CSRC. Party B shall, in accordance with the requirements of the payment notice, Before the payment date determined in the notice, the share subscription price shall be paid in cash to the special bank account opened by the lead underwriter for Party A's issuance. After the capital verification is completed and the relevant expenses are deducted, the lead underwriter shall transfer it to the special storage account of Party A's raised funds. (II) effective conditions of the agreement
In Article 7.1 of the original agreement on the effective conditions of the agreement, the first item "the share transfer agreement signed by Party A's actual controller team and its joint shareholders and Party B has become effective and continues to be effective" is deleted, and Article 7.1 of the original agreement is revised to read: this Agreement is an agreement with conditional effectiveness, which is established from the date of signing by Party A and Party B, It shall take effect on the date when all the following preconditions are met:
(1) The issuance has been deliberated and approved by the shareholders' meeting of Party A and the board of directors;
(2) This issuance has fulfilled Party B's internal decision-making procedures;
(3) The issuance has been approved by the superior competent unit of Party B and the competent State-owned Assets Supervision and administration department;
(4) The issuance was approved by Shenzhen Stock Exchange;
(5) The issuance has been approved by the CSRC for registration;
(6) The issuance has obtained the decision or consent document issued by the State Administration of market supervision on no further examination of antitrust review of business concentration. (III) effectiveness of the agreement and others
The supplementary agreement shall take effect simultaneously with the original agreement and have the same effect as the original agreement. 6、 Purpose of related party transactions and its impact on the company
Taking into account the actual situation of this issuance, the company signed a supplementary agreement with Kaide investment control for the purpose of smooth issuance. After the completion of this offering, it will further enhance the company's financial strength, help the company expand its business scale and market share, and continuously strengthen its development strategy, so as to further enhance the company's competitiveness and sustainable development ability, consolidate the company's industry position, and meet the interests of the company and all shareholders. 7、 Prior approval and independent opinions of independent directors (I) prior approval opinions
With regard to the signing of the supplementary agreement, the independent directors have issued the following prior approval opinions:
"1. According to the actual situation of this offering, the company intends to sign the supplementary agreement to the conditional effective share subscription agreement with the subscription object, and update the financial data and some contents involved in the relevant documents of this offering. After updating, this offering still complies with the company law, the Securities Law of the people's Republic of China and The requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) are in line with the interests of the company and all shareholders. We agree that the company will revise the proposal on the company's plan for issuing A-Shares to specific objects in 2021, the proposal on Revising the demonstration and analysis report on the company's plan for issuing shares to specific objects in 2021, and the proposal on Revising the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects, and The proposal on signing the supplementary agreement of the conditional effective share subscription agreement between the company and specific objects was submitted to the 22nd Meeting of the Fourth Board of directors of the company for deliberation.
2. Guangzhou Kaide Investment Holding Co., Ltd. will become the controlling shareholder of the company after this issuance, which constitutes a connected transaction. We believe that the above related party transactions are fair, just and open, the transaction price is reasonable and fair, in line with the provisions of relevant laws and regulations, in line with the interests of the company and all shareholders, and there is no harm to the interests of the company and other shareholders, especially small and medium-sized shareholders. We agree to submit relevant proposals to the 22nd Meeting of the Fourth Board of directors of the company for deliberation, When the board of Directors considers the above related party transactions, the related directors need to avoid voting "(II) independent opinions
The independent directors have expressed the following independent opinions on the signing of the supplementary agreement:
"Supplementary agreement to the conditional effective share subscription agreement" Compliance with the provisions of relevant laws and regulations is conducive to the smooth implementation of this issuance, and there is no damage to the legitimate rights and interests of the company and minority shareholders. The related party transactions involved in the non-public offering of A-Shares have performed standardized decision-making procedures, the transaction price is fair, there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders, in line with the provisions of relevant national laws, regulations and normative documents, and the relevant directors have avoided voting.
We agree with the content of the bill. " 8、 Risk tips and others
The issue of shares to specific objects can only be implemented after obtaining the registration approval of the CSRC. There is still uncertainty about whether the CSRC can finally make a decision to approve the registration and its time. The company will continue to pay attention to relevant matters
