Securities code: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) securities abbreviation: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) Announcement No.: 2022015 Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Progress announcement on changes in shareholders' equity and proposed changes in actual control
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. On March 1, 2022, Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) (hereinafter referred to as "the company") signed a supplementary agreement to the "conditional effective share subscription agreement" with the specific object Guangzhou Kaide Investment Holding Co., Ltd. (hereinafter referred to as "Kaide investment holding") on the issue of A-Shares to the specific object in 2021 (hereinafter referred to as "the issuance"), to pay the subscription price and stock delivery The effective conditions of the agreement shall be amended.
2. The supplementary agreement to the conditional effective share subscription agreement does not constitute a major change to the conditional effective share subscription agreement.
3. 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.
4. The issuance can be implemented only after the approval and registration of the CSRC. There are uncertainties about whether the issuance can be approved by relevant regulatory authorities and the time of obtaining the above approval. Please pay attention to the investment risks. 1、 Basic information of equity changes
On July 23, 2021, the actual controller team of the company Liu Zhicheng, Huang Jingming, Zhang Jinnan, Zhang Fulin and shareholder Zhang Shuxiao (hereinafter referred to as the "Transferor") signed the conditional effective share transfer agreement with Kaide investment control. The transferor plans to transfer 3 Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) 7 shares of the company to Kaide investment control, accounting for 5.011% of the total shares of the company, and the share transfer price is 15.00 yuan / share, The total share transfer price is RMB 54050890500. On the same day, the company signed the share subscription agreement with conditional effect with Kaide investment control. Kaide investment control agreed to subscribe 215745976 shares issued by the company in cash, accounting for 30% of the total share capital of the company before the issuance. The issuance price is 5.01 yuan / share, with a total subscription amount of 108088733976 yuan. For details, please refer to the suggestive announcement on the signing of share transfer agreement and conditional effective share subscription agreement and the proposed change of actual control (2021049) issued by the company on the information disclosure website of GEM companies designated by the CSRC on July 26, 2021.
For details of changes in equity, please refer to the report on changes in equity in simplified form, report on changes in equity in detailed form and suggestive announcement on changes in shareholders' equity (2021051) issued by the company on the information disclosure website of GEM companies designated by the CSRC on July 26, 2021. 2、 Progress of this equity change
On March 1, 2021, the company and Kaide investment control signed the supplementary agreement to the conditional effective share subscription agreement to amend the subscription price payment, stock delivery and effective conditions of the original share subscription agreement. The conditional effective share transfer agreement has not been changed, and other matters of this equity change have not been changed.
The supplementary agreement to the conditional effective share subscription agreement was signed by both parties in Jinshan District, Shanghai on March 1, 2022. The full contents of the agreement are as follows:
Party A: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Party B: Guangzhou Kaide Investment Holding Co., Ltd
Article 1 payment of subscription price and stock delivery
Both parties agree that Article 4.1 of the original agreement is amended as follows:
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.
Article 2 effective conditions
Both parties agree that Article 7.1 of the original agreement is amended as follows:
This agreement is a conditional agreement, which shall be established from the date of signing by Party A and Party B, and shall come into force 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 transaction has fulfilled Party B's internal decision-making procedures;
(3) This transaction has been approved by Party B's superior competent unit 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) This transaction has obtained the decision or consent document issued by the State Administration of market supervision on no further review of antitrust review of business concentration.
Article 3 effectiveness of the agreement and others
3.1 this Agreement shall be established from the date of signing and sealing by both parties.
3.2 this Agreement shall take effect simultaneously with the original agreement. As an integral part of the original agreement, this agreement has the same effect as the original agreement; If there are provisions in this agreement, this Agreement shall prevail; If there is no agreement in this agreement, the original agreement shall prevail. If the original agreement is dissolved or terminated, this Agreement shall also be dissolved or terminated accordingly.
3.3 any change, modification or supplement to this Agreement shall be subject to a written agreement signed by both parties. Such written agreement shall be an integral part of this Agreement and have the same legal effect as this agreement.
3.4 this agreement is made in 6 originals, with Party A and Party B holding 2 copies respectively, and the rest are used for the performance of legal procedures such as approval, filing and information disclosure. Each has the same legal effect. 3、 Procedures performed for this equity change
As of the date of this announcement, the relevant approval or approval procedures for this equity change have been performed or obtained, including:
1. Kaide investment control has completed the due diligence on the company, and the due diligence results show that the assets, businesses and liabilities disclosed by the company are true, accurate and complete, and there are no major concealment, falsehood and untruth in all important aspects;
2. Internal decision-making procedures of Kaide investment control;
3. Approval of the superior competent unit of Kaide investment control and the competent State-owned Assets Supervision and administration department;
4. Reviewed and approved by the board of directors and the general meeting of shareholders of the company;
5. The decision or consent document issued by the State Administration of market supervision on the non implementation of further examination on the antitrust examination of business concentration;
6. Approved by Shenzhen Stock Exchange. 4、 Procedures to be performed and risk tips for this equity change
The issue 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 pay close attention to the progress of the matter and fulfill the obligation of information disclosure in time in accordance with the provisions of relevant laws and regulations. Please invest rationally and pay attention to investment risks. 5、 Documents for future reference
1. Supplementary agreement to the conditional effective share subscription agreement between Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) and Guangzhou Kaide Investment Holding Co., Ltd
It is hereby announced.
Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) board of directors
March 2, 2022
