Securities code: 002288 securities abbreviation: Guangdong Chaohua Technology Co.Ltd(002288) Announcement No.: 2021-065 Guangdong Chaohua Technology Co.Ltd(002288)
The non-public offering of A-Shares involves related party transactions
And the signing of a conditional share subscription agreement
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.
1、 Overview of related party transactions
(i) Basic information of non-public offering of shares
Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as “company”, “listed company” or ” Guangdong Chaohua Technology Co.Ltd(002288) “) ）The total amount of funds to be raised through non-public offering of shares to Shenzhen Changxuan Technology Co., Ltd. shall not exceed 722 million yuan. The number of non-public shares issued by the company this time shall not exceed 100 million shares, which shall not exceed 30% of the total share capital of the listed company before this issuance. The calculation formula of the specific issuance quantity is: the number of shares issued = the total amount of funds raised this time ÷ the issuance price. The final number of shares to be issued shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and relevant provisions of the CSRC. If the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the number of shares to be issued will be adjusted accordingly.
The proposed subscription amount and number of shares of the subscribers of this non-public offering are as follows:
No. number of subscribers (10000 shares) subscription amount (10000 yuan)
1. Shenzhen Changxuan Technology Co., Ltd. has no more than 100 million shares and no more than 722 million yuan
（2） Related party transactions involved in non-public offering of shares
Shenzhen Changxuan Technology Co., Ltd., the object of this issuance, is a company controlled by Mr. Liang Jianfeng, one of the actual controllers of the listed company, and constitutes a related party of the listed company. This non-public offering constitutes a related party transaction.
2、 Related party transactions
(i) Related party transaction price
The pricing benchmark date of this non-public offering is the resolution date of the eighth meeting of the sixth board of directors of the company, and the issue price is 7.22 yuan / share. The price of this non-public offering shall not be lower than the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (the average trading price of A-Shares on the 20 trading days before the pricing benchmark date = the total trading volume of A-Shares on the 20 trading days before the pricing benchmark date / the total trading volume of A-Shares on the 2 trading days before the pricing benchmark date). If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date, the company will adjust the issuance price accordingly Whole.
（2） Subject matter of related party transactions
The subject matter of this transaction is the non-public offering of RMB common shares (A shares) of the company.
3、 Introduction to related parties of related party transactions
(i) Basic information of Shenzhen Changxuan Technology Co., Ltd
1. Basic information
Company name: Shenzhen Changxuan Technology Co., Ltd
Registered capital: RMB 1 million
Legal representative: Wang Qiumei
Unified social credit code 91440300ma5eyyag12
Date of establishment: January 26, 2018
Registered address: 612, Yaohua Building, No. 6023, Shennan Avenue, Tian’an community, Shatou street, Futian District, Shenzhen
Business scope: China’s trade (excluding exclusive, exclusive and controlled commodities); import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission). Investment activities with its own funds. Technical services, technology development, technical consultation, technology exchange, technology transfer and technology promotion. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
2. Equity control relationship
As of the signing date of this plan, the equity structure of Shenzhen Changxuan Technology Co., Ltd. is as follows:
Mr. Liang Jianfeng holds 80% and Ms. Wang Qiumei holds 20%.
3. Main business and development
As of the signing date of this plan, Shenzhen Changxuan Technology Co., Ltd. has not carried out actual business activities.
3. Brief financial statements of the latest year
Shenzhen Changxuan Technology Co., Ltd. has not carried out actual business activities and has no financial data.
4、 Main contents of related party transaction agreement
(i) Agreement subject and signing time
Party A (issuer): Guangdong Chaohua Technology Co.Ltd(002288)
Party B (subscriber): Shenzhen Changxuan Technology Co., Ltd
Signed on: December 14, 2021
（2） Type and par value of issued shares
The non-public offering shares are RMB ordinary shares (A shares), with a par value of RMB 1 per share.
（3） Method and time of issuance
This offering is made in the form of non-public offering to related parties controlled by the actual controller, and the company will choose the opportunity to issue within 12 months after obtaining the approval of China Securities Regulatory Commission.
（4） Issuing object and subscription method
The object of this issuance is one, Shenzhen Changxuan Technology Co., Ltd. controlled by Mr. Liang Jianfeng, one of the actual controllers of the company. The object of this issuance promises to subscribe for the shares of the company in cash at the issuance price through its own funds and self raised funds.
（5） Number of issues
The number of shares issued this time shall not exceed 100000000.
If the company’s shares are ex right and ex dividend from the pricing benchmark date to the issuance date, the number of shares issued this time will be adjusted accordingly.
（6） Issue price and pricing principle
The pricing benchmark date of this offering is the resolution date of the eighth meeting of the sixth board of directors of the company (i.e. December 14, 2021).
The issue price is 7.22 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date ÷ total stock trading volume in the 20 trading days before the pricing benchmark date).
If the company’s shares are ex right and ex dividend from the pricing base date to the issuance date, the price of this issuance will be adjusted accordingly.
（7） Arrangement of sales restriction period
The shares of this offering subscribed by Shenzhen Changxuan Technology Co., Ltd. shall not be transferred within 18 months from the end of this non-public offering. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
（8） Amount and purpose of raised funds
The total amount of funds raised in this issuance is no more than 722 million yuan. After deducting the issuance expenses, all of them will be used for the company to repay bank loans and supplement working capital, so as to optimize the company’s asset liability structure, improve asset quality, reduce financial risks and improve financial situation.
（9） Listing location
After the expiration of the sales restriction, the shares issued this time will be listed and traded in Shenzhen Stock Exchange.
（10） Arrangement of accumulated undistributed profits
The accumulated undistributed profits before the issuance shall be shared by the new and old shareholders after the issuance.
5、 Litigation and other relevant information of the issuer and its directors, supervisors and senior managers in the last five years
The issuing object Shenzhen Changxuan Technology Co., Ltd. and its directors, supervisors and senior managers have not received administrative and criminal penalties related to the securities market in the past five years, and have not involved in major civil litigation or arbitration related to economic disputes.
6、 Purpose of related party transactions and its impact on the company
The company plans to supplement working capital by raising funds through this non-public offering of shares, improve the company’s operating performance, asset quality and sustainable development ability, and maximize the interests of shareholders of listed companies, which is in line with the company’s long-term development strategy.
The completion of this offering will not lead to the change of the controlling shareholder and actual controller of the company. The business relationship and management relationship between the issuing object and its related parties and the company have not changed, and there will be no horizontal competition or new related party transactions due to this issuance.
7、 Review procedures to be performed for the connected transaction
When considering the related party transaction related proposals at the 8th meeting of the 6th board of directors of the company, the deliberation and voting procedures of related party transactions have been performed in strict accordance with the provisions of relevant laws, regulations and the company’s internal system. Related directors avoid voting on related party transactions and non related directors vote. When the proposal related to this issuance is submitted to the general meeting of shareholders for deliberation, the related shareholders will avoid voting.
8、 Major transactions between the issuer, its controlling shareholders, actual controllers and the listed company in the first 24 months
Mr. Liang Jianfeng and Mr. Liang Junfeng are the controlling shareholders of the company, Mr. Liang Jianfeng, Mr. Liang Junfeng, Mr. Liang Hong and Mr. Liang Wei are the actual controllers and persons acting in concert of the company, and Mr. Liang Jianfeng is the actual controller of Shenzhen Changxuan Technology Co., Ltd. See the regular report and interim report disclosed by the company for the specific transactions within 24 months before the disclosure of the non-public offering plan. Except for the transactions and major agreements disclosed by the company in the periodic report or interim report, there are no other major transactions between the company and the issuing object, its controlling shareholders and actual controllers.
9、 Prior approval and independent opinions of independent directors
(i) Prior approval opinion
We believe that the subscription of Shenzhen Changxuan Technology Co., Ltd. for the company’s non-public offering of shares is in the interests of all shareholders. Although related party transactions are involved, there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders, and complies with the provisions of relevant national laws, regulations and normative documents. As an independent director of the company, we recognize that the company’s non-public offering of shares involves related party transactions, and agree to submit the proposal related to the company’s non-public offering of shares to the board of directors for deliberation.
（2） Independent opinion
We believe that the matters involved in the company’s non-public offering of shares comply with the provisions of relevant laws, laws, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders. We agree to submit the proposals related to the non-public offering of shares to the general meeting of shareholders of the company for deliberation. The relevant proposals can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
10、 Documents for future reference
1. Resolutions of the 8th meeting of the 6th board of directors of the company;
2. Resolutions of the 7th Meeting of the 6th board of supervisors of the company;
3. The company’s plan for non-public offering of A-Shares in 2021;
4. The conditional effective share subscription agreement signed by the company and the issuing object;
5. Prior approval opinions of independent directors on matters related to the eighth meeting of the sixth board of directors; 6. Independent opinions of independent directors on matters related to the eighth meeting of the sixth board of directors.
It is hereby announced.
Guangdong Chaohua Technology Co.Ltd(002288) board of directors December 14, 2001
