Stock Code: 002623 stock abbreviation: Changzhou Almaden Co.Ltd(002623) listing place: Shenzhen Stock Exchange Changzhou Almaden Co.Ltd(002623)
Plan for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Counterparty type counterparty name
Shouguang Lingda Information Technology Consulting Co., Ltd
Shouguang Daling venture capital partnership (limited partnership)
Issuing shares and sub China Petroleum & Chemical Corporation(600028) group Capital Co., Ltd
Cash purchase of Huangshan hi tech Yida Xin’anjiang specialty Texin venture capital fund (limited partnership)
Property counterparty: Yangzhong high tech Yida venture capital fund partnership (limited partnership)
Suqian high tech investment Yida industry talent integration development venture capital partnership (limited partnership)
Changzhou Huahui venture capital partnership (limited partnership)
No more than 35 specific investors raised matching funds
Counterparty
December, 2021
Company statement
The company and all directors, supervisors and senior managers guarantee that the contents of the plan and its summary are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and integrity.
The audit and evaluation of the target company of this transaction have not been completed, and the relevant data of the target company involved in this plan have not been audited and evaluated by an audit and evaluation institution qualified for securities and futures business. The company and all members of the board of directors guarantee the authenticity and rationality of the relevant data quoted in this plan and its summary. The audited historical financial data and asset evaluation results of the subject company will be disclosed in the restructuring report of this transaction.
The matters stated in this plan and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this transaction. The effectiveness and completion of the reorganization related matters described in the plan and its summary have yet to be approved by the general meeting of shareholders and the approval or approval of the approval authority. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors.
According to the securities law and other relevant laws and regulations, after the completion of this transaction, the company shall be responsible for the changes in the company’s operation and income, and the investors shall be responsible for the investment risks caused by the changes.
When evaluating this transaction, in addition to the contents of this plan and its summary and relevant documents disclosed at the same time with this plan and its summary, investors should also seriously consider various risk factors disclosed in this plan and its summary. If investors have any questions about this plan, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Counterparty statement
The counterparty of this transaction promises:
The company / enterprise has fully disclosed all the information required for this transaction to the relevant intermediaries participating in this transaction, and promised to provide relevant information to the aforesaid intermediaries in a timely manner during this transaction. The company / company guarantees the authenticity, accuracy and completeness of the information provided, and there are no false records, misleading statements or major omissions. All signatures and seals on the documents are true, and the copies are consistent with the original. If any loss is caused to the listed company or investors due to false records, misleading statements or major omissions in the information provided by the company / enterprise, the company / enterprise will bear corresponding legal liabilities according to law.
During the period of participating in this transaction, the company / enterprise will timely disclose the information related to this transaction in accordance with relevant laws, regulations, rules and the relevant provisions of the CSRC and the stock exchange, and ensure the authenticity, accuracy and integrity of such information, and that such information is free from false records, misleading statements or major omissions.
If the transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the company / enterprise promises not to transfer the shares with interests in the company / enterprise until the investigation conclusion of the case is clear, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the company / the enterprise; If the company / enterprise fails to submit the locking application within two trading days, the board of directors is authorized to directly submit the identity information and account information of the company to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the identity information and account information of the company to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the company / enterprise promises to lock up shares and voluntarily use them for compensation arrangements for relevant investors.
catalogue
The company declares that 2. The counterparty declares that 3 catalog 4. Tips on major issues seven
1、 Overview of this transaction plan seven
2、 Details of issuing shares and paying cash to purchase assets eight
3、 Details of raising supporting funds ten
4、 This transaction constitutes a connected transaction twelve
5、 This transaction constitutes a major asset restructuring twelve
6、 This transaction does not constitute reorganization and listing twelve
7、 Brief introduction to the valuation of the subject matter of the transaction thirteen
8、 The impact of this transaction on the equity structure and main financial indicators of listed companies thirteen
9、 Decision making process and approval of this transaction 10. The principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this transaction, and the controlling shareholders of the listed company and their persons acting in concert, directors, supervisors and senior managers from the date of resumption of this transaction to
Share reduction plan during the implementation period fourteen
11、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring 15 major risk tips eighteen
1、 Risks associated with this transaction eighteen
2、 Risks related to the subject company nineteen
3、 Other risks 20 interpretation Section I overview of this transaction twenty-three
1、 Background and purpose of this transaction twenty-three
2、 Overview of this transaction twenty-five
3、 The specific scheme of this transaction twenty-six
4、 This transaction constitutes a connected transaction thirty
5、 This transaction constitutes a major asset restructuring thirty
6、 This transaction does not constitute reorganization and listing thirty
7、 Brief introduction to the valuation of the subject matter of the transaction thirty-one
8、 Decision making process and approval of this transaction Section 2 basic information of listed companies thirty-three
1、 Basic information of the company thirty-three
2、 Company establishment and equity changes thirty-three
3、 Ownership structure of the company thirty-five
4、 Changes in controlling shares in the last 60 months thirty-five
5、 Overview of controlling shareholders and actual controllers thirty-five
6、 Major asset restructuring in the last three years thirty-seven
7、 Main business development thirty-seven
8、 Main financial data and indicators thirty-seven
9、 Legal compliance in the last three years Section 3 basic information of the counterparty thirty-nine
1、 Counterparty profile thirty-nine
2、 Basic information of counterparty thirty-nine
3、 Description of other matters Section 4 basic information of the subject matter of the transaction forty-seven
1、 Basic business information of Fengyang Silicon Valley forty-seven
2、 The equity control relationship of Fengyang Silicon Valley forty-seven
3、 History of Fengyang Silicon Valley forty-eight
4、 Main business development of Fengyang Silicon Valley fifty-one
5、 Main financial data of Fengyang Silicon Valley Section V estimated valuation of the underlying assets Section 6 payment method for purchasing assets fifty-four
1、 Overview of the payment method for purchasing assets in this transaction fifty-four
2、 Basic information of issuing shares to purchase assets Section VII raising supporting funds fifty-seven
1、 Overview of supporting funds raised in this transaction fifty-seven
2、 Share issuance of supporting funds raised Section 8 impact of this transaction on listed companies sixty
1、 The impact of this transaction on the main business of the listed company sixty
2、 The impact of this transaction on the financial status and profitability of the listed company sixty
3、 The impact of this transaction on the horizontal competition and related party transactions of listed companies sixty
4、 The impact of this transaction on the equity structure of listed companies Section IX risk factors sixty-two
1、 Risks associated with this transaction sixty-two
2、 Risks related to the subject company sixty-three
3、 Other risks Section x other important matters sixty-six
1、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this transaction 66 II. The controlling shareholders and their persons acting in concert, directors, supervisors and senior managers shall resume trading on the date of this transaction
Share reduction plan from to the completion of implementation sixty-six
3、 Major asset transactions of Listed Companies in the last 12 months 4. The relevant entities and securities service institutions of this transaction are not allowed to participate in the re registration of any listed company in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies
Big asset restructuring sixty-seven
5、 Description of stock price fluctuation before disclosure of major events sixty-eight
6、 Relevant arrangements to protect the legitimate rights and interests of investors sixty-eight
7、 The impact of this transaction on corporate governance mechanism seventy
8、 The parties to the transaction have signed the framework agreement with conditional effect Section Xi opinions of independent directors Section 12 statement of the company and its directors, supervisors and senior managers seventy-four
Tips on major events
Investors are specially reminded to carefully read the full text of the plan and pay special attention to the following matters:
1、 Overview of the transaction scheme
(i) Issuing shares and paying cash to purchase assets
The listed company plans to purchase 100% equity of Fengyang Silicon Valley held by it by issuing shares and paying cash to Shouguang Lingda, Shouguang daling, Sinopec capital, Huangshan Yida, Yang Shanghai Zhongyida Co.Ltd(600610) , Suqian Yida and Huahui. The proportion of shares issued and cash paid is as follows:
Unit: 10000 yuan
Issue shares to purchase assets, pay cash to purchase assets, name of shareholder, proportion of capital contribution
Proportion of capital contribution proportion of capital contribution
Shouguanglingda 8500.0060 92%8,500.0060. 92%–
Shouguang Daling 1610.1511 54%1,223.718. 77%386.442. 77%
Sinopec capital 1111.117 million 96%555.563. 98%555.553. 98%
Huangshan Yida 1111.117 96%–1,111.117. 96%
Huahui investment 1064.827 63%–1,064.827. 63%
Yang Shanghai Zhongyida Co.Ltd(600610) 333.332 39%–333.332. 39%
Suqian Yida 222.22
