Securities code: 688529 securities abbreviation: Dalian Haosen Equipment Manufacturing Co.Ltd(688529) Announcement No.: 2021-029 Dalian Haosen Equipment Manufacturing Co.Ltd(688529)
Announcement of resolutions of the 18th meeting of the first board of directors
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Convening of board meeting
Dalian Haosen Equipment Manufacturing Co.Ltd(688529) (hereinafter referred to as "the company" or "listed company") convened the 18th meeting of the first board of directors (hereinafter referred to as "the meeting") on December 22, 2021 by means of on-site and communication ）。 The notice of this meeting will be delivered to all directors by e-mail, personal delivery and other means on December 17, 2021. The meeting was convened and presided over by Mr. Dong Dexi, chairman of the company. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The convening, convening and voting of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Dalian Haosen Equipment Manufacturing Co.Ltd(688529) articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(i) Deliberated and passed the proposal on the company meeting the conditions for issuing shares to purchase assets and raising supporting funds
According to 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, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the special provisions on major asset restructuring of listed companies on the science and innovation board, the review rules for major asset restructuring of listed companies on the science and Innovation Board of Shanghai Stock Exchange, and According to the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), the board of directors of the company considers that the company meets the requirements and substantive conditions for issuing shares to purchase assets and raising supporting funds after self-examination, analysis and demonstration of the actual situation and relevant matters of the company.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（2） The proposal on the company's plan of issuing shares to purchase assets and raising supporting funds was reviewed and passed. With regard to matters related to the company's transaction, the board of directors considered the following matters one by one:
1. Overview of the transaction scheme
Dalian Haosen Equipment Manufacturing Co.Ltd(688529) (hereinafter referred to as the "company" or "listed company") plans to issue shares to eight shareholders of Shenzhen Xinpu automation equipment Co., Ltd. (hereinafter referred to as "Xinpu automation") such as Mao Tiejun to purchase 100% equity of Xinpu automation. After the completion of this transaction, Xinpu automation will become a wholly-owned subsidiary of the company.
Meanwhile, the company plans to issue shares to no more than 35 specific objects to raise supporting funds, and the total amount of supporting funds raised shall not exceed 100% of the transaction price of the company's purchase of assets by issuing shares in this transaction.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Underlying assets and counterparties
The underlying asset of this transaction is 100% equity of Xinpu automation, including all rights and interests attached to such equity and all obligations to be undertaken according to law.
The counterparties are Mao Tiejun, Shenzhen Yongcheng No. 2 investment partnership (limited partnership), Dongguan Ruipu equity investment partnership (limited partnership), Tang Qianjun, Wang Zhiquan, Luo Xiaofu, Ma Qian Beijing Zhike Industry Investment Holding Group Co., Ltd. and other 8 shareholders of Xinpu automation (hereinafter referred to as "counterparty"). There are 9 in favor, 0 against and 0 abstaining, accounting for 100% of all directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Transaction price, pricing basis and period profit and loss disposal
The audit and evaluation related to this transaction have not been completed. The final transaction pricing will be based on the evaluation value determined in the evaluation report issued by the evaluation institution that meets the securities law and other laws and regulations and the conditions for engaging in securities service business stipulated by the CSRC, and will be determined by the transaction parties through negotiation. The evaluation benchmark date is tentatively set as September 30, 2021. After the appraisal results of the underlying company's assets are determined, the transaction parties will finally negotiate and confirm the transaction price according to the appraisal results, and sign a supplementary agreement to further agree on the transaction price of the underlying assets of this transaction.
If the transaction is successfully implemented and Xinpu automation generates profits or increases in net assets from the base date of evaluation to the completion date of the delivery of the underlying assets, this part shall belong to the listed company; Losses or decrease in net assets incurred by Xinpu automation shall be made up by the counterparty in cash. The price of the underlying assets of this transaction will not be adjusted accordingly.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. Transaction method and consideration payment
The listed company intends to pay the acquisition consideration to the counterparty by issuing shares. The 100.00% equity pricing amount of Xinpu automation will be confirmed by both parties after the completion of relevant audit and evaluation. The listed company will issue shares to the counterparty based on the equity pricing confirmed by both parties through negotiation.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Type, par value and listing place of issued shares
The type of shares issued to purchase assets by issuing shares this time is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share, and the listing place is the science and Innovation Board of Shanghai Stock Exchange.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. Method and object of share issuance
The company issued shares to purchase assets by issuing A-Shares to specific objects, including Mao Tiejun, Shenzhen Yongcheng No. 2 investment partnership (limited partnership), Dongguan Ruipu equity investment partnership (limited partnership), Tang Qianjun, Wang Zhiquan, Luo Xiaofu, Ma Qian Eight shareholders of Xinpu automation, including Beijing Zhike Industrial Investment Holding Group Co., Ltd.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. Pricing base date, pricing basis and issue price
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the first meeting of the board of directors to consider matters related to this transaction.
The issuing price of the issued shares to purchase assets is 25.99 yuan / share, which is no less than 80% of the average stock trading price of the listed company 60 trading days before the benchmark date of the issued shares to purchase assets after ex rights and ex dividend adjustment. During the period from the pricing benchmark date to the completion date of this share issuance, if the listed company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8. Number of issues
The number of shares issued this time is determined according to the transaction pricing and issue price of 100.00% equity of Xinpu automation, that is, the number of shares issued = the transaction price / issue price of the underlying asset; The number of shares issued to any counterparty = the amount of consideration paid by issuing shares ÷ the share issuance price of this transaction × Equity ratio of the target company held by either party.
The number of shares shall be calculated according to the above formula and rounded down. If the decimal is less than 1 share, the counterparty shall voluntarily give up and give it to the company free of charge. During the period from the pricing benchmark date to the completion date of this issuance of shares, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the number of shares issued will be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shanghai stock exchange.
The final transaction price of the underlying assets will be based on the evaluation value determined by the evaluation report issued by the evaluation institution that meets the securities law and other laws and regulations and the conditions for securities service business stipulated by the CSRC, and will be determined by the parties to the transaction through negotiation. The audit and evaluation related to this transaction have not been completed, and the audited financial data and asset evaluation of the target company will be disclosed in the restructuring report. Therefore, the number of shares issued to the counterparty in this transaction has not been determined. After the completion of the audit and evaluation of this transaction, both parties will sign a transaction agreement to determine the specific pricing and issuance quantity.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9. Share lock up period
The shares of the listed company obtained by Mao Tiejun due to this transaction shall not be transferred within 36 months from the date of completion of share issuance. In addition, within 60 months after the expiration of the above-mentioned share lock period, the total number of transferable shares of the listed company shall not exceed 50% of the total number of shares of the listed company obtained through this transaction, In case of compensation for shares to the listed company due to the performance of the profit compensation agreement, the number of shares transferable within 60 months after 36 months from the date of completion of share issuance shall be 50% of the remaining shares of the listed company obtained through this transaction.
The shares of the listed company obtained by Dongguan Ruipu equity investment partnership (limited partnership), Wang Zhiquan, Luo Xiaofu, Shenzhen Yongcheng No. 2 investment partnership (limited partnership), Tang Qianjun and Ma Qian due to this transaction shall not be transferred within 36 months from the date of completion of share issuance.
If the purchase of assets through the issuance of shares is completed before December 8, 2022, the shares of the listed company obtained by Beijing Zhike Industry Investment Holding Group Co., Ltd. due to this transaction shall not be transferred within 36 months from the date of completion of the issuance of shares; If the purchase of assets through the issuance of shares is completed after December 8, 2022, the shares of the listed company obtained by Beijing Zhike Industry Investment Holding Group Co., Ltd. due to this transaction shall not be transferred within 12 months from the date of completion of the issuance of shares.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10. Performance commitment and compensation arrangement
Since the audit and evaluation of Xinpu automation have not been completed, no clear performance commitment and compensation agreement has been signed for this transaction. After the audit and evaluation of Xinpu automation are completed, the listed company will sign a profit compensation agreement with the compensation obligor to make an agreement on the compensation period, the determination of committed net profit and actual net profit, compensation method and calculation formula, the implementation of compensation, compensation for impairment test of underlying assets, liability for breach of contract and other specific contents.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
11. Amount of raised supporting funds and issued quantity
The company plans to issue shares to no more than 35 specific objects to raise supporting funds. The total amount of supporting funds raised shall not exceed 100.00% of the transaction price of the company's purchase of assets by issuing shares in this transaction, and the number of shares issued shall not exceed 30% of the company's total share capital before this transaction.
The final number of shares to be issued for raising matching funds will be determined in accordance with the relevant provisions of the administrative measures for the registration of securities issuance of listed companies on the science and Innovation Board (Trial Implementation) and the bidding results after being reviewed and approved by the Shanghai Stock Exchange and registered by the CSRC.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12. Type, par value and listing place of shares issued by raising supporting funds
The type of shares issued by the raised matching funds is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share, and the listing place is the science and Innovation Board of Shanghai Stock Exchange.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
13. Issuing object and subscription method of raised supporting funds
The company plans to issue shares to no more than 35 specific objects to raise supporting funds. The issuance of shares by raising matching funds shall be in the form of competitive issuance.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
14. Pricing benchmark date and issue price of raised supporting funds
The pricing benchmark date of the raised matching funds is the first day of the issuance period. The share issue price of the supporting funds raised by this share issue shall not be lower than 80% of the average stock price of the listed company 20 trading days before the pricing benchmark date. The final issue price of the shares issued with the raised matching funds will be determined by the board of directors of the listed company within the scope of authorization of the general meeting of shareholders, in accordance with the relevant regulatory requirements of the CSRC and the provisions of relevant laws and regulations, and according to the subscription quotation of the issuing object.
During the period from the pricing benchmark date to the completion date of this issuance of shares, if the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
There are 9 in favor, 0 against and 0 abstention. The number of in favor accounts for 100% of the total number of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
15. Arrangement of lock up period of shares subscribed by the issuing object of raised matching funds
The shares subscribed by the issuing object of the raised matching funds shall not be transferred within 6 months from the date of completion of the issuance. After the expiration of the lock up period, the transfer and transaction of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and the Shanghai Stock Exchange.
After the completion of the raising of supporting funds, if the issuing object of the raising of supporting funds for the issuance of shares newly obtains shares of the listed company due to ex rights matters such as share distribution of the listed company and conversion of capital reserve into share capital, the lock-up period shall also be implemented with reference to the above agreement.
If the above lock-in period arrangement is consistent with the latest information of the securities regulatory authority
