Securities code: 605286 securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Announcement No.: 2021-064 Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Supplementary announcement on the progress of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
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. Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as “the company”) disclosed the plan for Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions on October 22, 2021. The company plans to purchase 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. (hereinafter referred to as “Tianqi Hongyuan” or “the target company”) by issuing shares and paying cash (hereinafter referred to as “this transaction”) and disclosed the progress announcement on issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions (Announcement No.: 2021-063) on December 22, 2021. In order to facilitate investors to further understand the relevant situation, the latest progress is hereby supplemented and announced as follows:
1、 Progress of this transaction
1. As of the disclosure date of this announcement, the company has paid an advance equity transfer payment of RMB 100 million to Jiusheng Xihua (Zhuhai) investment partnership (limited partnership) (hereinafter referred to as “Jiusheng Xihua”), and Jiusheng Xihua has pledged its 15% equity of Tianqi Hongyuan to the company, and completed the corresponding pledge registration procedures at the market supervision and administration department.
2. Zaoyang 47.8mw distributed wind power project, which has a significant impact on the operating performance of the target company in 2021, has been completed and partially realized grid connection acceptance.
3. The fund occupation of the target company formed by the fund lending between Tianqi Hongyuan, Beijing Chi run clean energy technology Co., Ltd. (hereinafter referred to as “Beijing Chi run”), Beijing Rize New Energy Technology Development Co., Ltd. (hereinafter referred to as “Beijing Rize”) and related parties has been basically cleared.
4. The equity transfer agreement on the merger of Beijing Chi run and Beijing Rize under the same control of Tianqi Hongyuan has been signed, in which the industrial and commercial change registration procedure for the merger of Tianqi Hongyuan and Beijing Chi run has been completed, and the industrial and commercial change registration procedure for the merger of Beijing Rize is still in progress.
5. The audit and evaluation of Tianqi Hongyuan by accountants and appraisers are in progress, and the related work of audit and evaluation in 2021 will continue after the balance sheet date.
6. At present, the company has not formally hired a financial consultant. The subsequent company will further demonstrate the transaction scheme and hire a financial consultant in time according to the transaction process.
2、 Risk tips
At present, the audit and evaluation of the underlying assets have not been completed. Based on the current situation, the company will further demonstrate the transaction scheme. There may be a risk of major changes to the main transaction terms such as transaction form, transaction benchmark date and transaction pricing, as well as the risk of suspension or termination due to failure to continue. Please pay attention to the investment risk. For other risks with significant impact, please refer to Jiangsu Tongli Risheng Machinery Co.Ltd(605286) on Shanghai Stock Exchange disclosed by the company on November 29 for details
<关于对 Jiangsu Tongli Risheng Machinery Co.Ltd(605286) 发行股份及支付现金购买资产并募集配套资金暨关联交易预案信息披露的问询函>
Reply announcement (Announcement No.: 2021-062).
It is hereby announced.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) board of directors December 23, 2021
