Listing place: Shanghai Stock Exchange Stock Code: 688529 securities abbreviation: Dalian Haosen Equipment Manufacturing Co.Ltd(688529) Dalian Haosen Equipment Manufacturing Co.Ltd(688529) plan for issuing shares to purchase assets and raise supporting funds
Project counterparty
Mao Tiejun
Shenzhen Yongcheng No. 2 investment partnership (limited partnership)
Beijing Zhike Industry Investment Holding Group Co., Ltd
Issuing shares to purchase assets Dongguan Ruipu equity investment partnership (limited partnership)
Tang Qianjun
Wang Zhiquan
Luo Xiaofu
Ma Qian
No more than 35 specific objects raised matching funds
December, 2001
Statement of transaction parties
1、 Statement of the listed company and all directors, supervisors and senior managers
The company and all directors, supervisors and senior managers guarantee that the contents of the plan are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the plan.
The matters mentioned in this plan do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this transaction. The effectiveness and completion of the matters related to this transaction described in this plan have yet to be approved or registered by the CSRC. 2、 Counterparty statement
The counterparty of this transaction has issued a letter of commitment, and will timely provide the listed company with the relevant information of this transaction, and ensure that the information provided is true, accurate and complete. If the information provided has false records, misleading statements or major omissions, and causes losses to the listed company or investors, it will bear individual and joint legal liabilities according to law.
Tips on major events
As of the signing date of this plan, the audit and evaluation related to this transaction have not been completed. The audited financial data and asset evaluation of the subject company will be disclosed in the restructuring report. The company specially invites investors to carefully read the full text of the plan and pay special attention to the following matters: I. overview of the transaction plan
The overall plan of this transaction includes issuing shares to purchase assets and issuing shares to raise supporting funds. The effectiveness and implementation of the raised matching funds are subject to the effectiveness and implementation of the purchase of assets by issuing shares. The success of the final issuance of the raised matching funds does not affect the implementation of the purchase of assets by issuing shares.
(i) Issue shares to purchase assets
The listed company plans to purchase 100.00% equity of Xinpu automation held by 8 counterparties such as Mao Tiejun and Tang Qianjun by issuing shares. After the completion of this transaction, Xinpu automation will become a wholly-owned subsidiary of the listed company.
The underlying assets of the assets purchased by issuing shares this time are 100.00% equity of Xinpu automation, and the counterparties are 8 shareholders of Xinpu automation, such as Mao Tiejun and Tang Qianjun. The details are as follows:
Unit: 10000 yuan
No. name of shareholder subscribed capital contribution paid in capital contribution proportion
1 Mao Tiejun 792.800019 820031.86%
2. Yongcheng No. 2 607.200015 180024.40%
3 Beijing Zhike 488.3721488 372119.63%
4. Ruipu investment 198.40004 96007.97%
5 Tang Qianjun 184.00004 60007.39%
6 Wang Zhiquan 116.80002 92004.69%
7 Luo Xiaofu 64.00001 60002.57%
8 Ma Qian 36.80000 92001.48%
Total 2488.3721538 3721100%
（2） Raise supporting funds
While issuing shares to purchase assets, the listed 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 shares issued by the raised matching funds are issued by competitive bidding, and the issue price shall not be lower than 80% of the average trading price of the shares of the listed company 20 trading days before the pricing benchmark date of the raised matching funds of the listed company. The final issuance quantity of the raised supporting funds will be finally determined according to the bidding results in accordance with relevant regulations after being registered with the CSRC.
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 companies listed on the science and Innovation Board (for Trial Implementation) and the bidding results after being reviewed and approved by the Shanghai Stock Exchange and registered by the CSRC. II. The evaluation and pricing of this transaction
As of the signing date of this plan, 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, which 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. The specific evaluation results, relevant basis and rationality analysis will be disclosed in the restructuring report. 3、 Whether this transaction constitutes related party transactions, major asset restructuring and reorganization listing, etc
(i) This transaction does not constitute a connected transaction
The counterparty of this transaction does not have a related relationship with the listed company. Calculated according to the expected transaction consideration, after the completion of the issuance of shares to purchase assets, the shares of the listed company held by the counterparty and its persons acting in concert are expected to be no more than 5%, which does not constitute a potential related party of the listed company. According to the provisions of the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, this transaction is not expected to constitute a connected transaction.
（2） It is expected that this transaction will not constitute a major asset restructuring
As of the signing date of this plan, the audit and evaluation of this transaction have not been completed. It is expected that this transaction will not constitute a major asset reorganization as stipulated in Article 12 of the reorganization management measures. Whether this transaction constitutes a major asset restructuring will be analyzed and clarified in detail in the restructuring report.
（3） This transaction does not constitute reorganization and listing
Before this transaction, the actual controllers of the company were Dong Dexi, Zhao Fanghao and Zhang Jizhou. After this transaction is completed, the actual controller of the company will not change. After the issuance of shares to purchase assets, the shares of the listed company held by the counterparty and its persons acting in concert are expected to be no more than 5%. This transaction will not lead to the change of the control of the listed company, It does not constitute reorganization and listing. 4、 Shares issued this time
(i) Issue shares to purchase assets
1. 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.
2. Method and object of share issuance
The issuing method of the listed company to issue shares to purchase assets is to issue A-Shares to specific objects, including 8 shareholders of Xinpu automation, such as Mao Tiejun, Yongcheng No. 2, Beijing Zhike, Ruipu investment, Tang Qianjun, Wang Zhiquan, Luo Xiaofu and Ma Qian.
3. 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, that is, December 23, 2021. 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 the Shanghai Stock exchange.
4. 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 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. As of the signing date of this plan, the audit and evaluation related to this transaction have not been completed. The audited financial data and asset evaluation of the subject 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 the transaction, both parties to the transaction will sign a transaction agreement to determine the specific pricing and issuance quantity, which will be disclosed in the restructuring report.
5. Share lock periodic arrangement
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 Yongcheng No. 2, Ruipu investment, Tang Qianjun, Wang Zhiquan, Luo Xiaofu 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 by issuing shares is completed before December 8, 2022, the shares of the listed company obtained by Beijing Zhike due to this transaction shall not be transferred within 36 months from the date of completion of share issuance; If the purchase of assets by issuing shares is completed after December 8, 2022, the shares of the listed company obtained by Beijing Zhike due to this transaction shall not be transferred within 12 months from the date of completion of share issuance.
6. Accumulated undistributed profit arrangement
The accumulated undistributed profits of the listed company before the completion date of the reorganization shall be jointly enjoyed by all shareholders of the listed company after the completion of the purchase of assets by issuing shares according to the shareholding ratio after the issuance.
（2） Issue shares to raise supporting funds
1. 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.
2. 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.
3. 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. Raise matching funds and issue shares in a competitive manner
