Stock Code: 000151 stock abbreviation: China National Complete Plant Import And Export Co.Ltd(000151) listing place: Shenzhen Stock Exchange China National Complete Plant Import And Export Co.Ltd(000151)
Major asset purchases and related party transactions
Implementation report
Domicile or mailing address of the counterparty
China complete equipment import and Export Group (Hong Kong) flat 01, 17 / F. world wide house, No.19 des Voeux Co., Ltd. Road Central, Hong Kong
Independent financial advisor
Date of signature: December, 2001
Company statement
The company and all directors, supervisors and senior managers guarantee that the information disclosure and application documents related to the reorganization of the listed company are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their 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 transfer of shares with rights and interests in the listed company will be suspended until the conclusion of the case investigation is clear.
The person in charge of the company, the person in charge of accounting work and the person in charge of accounting organization guarantee that the relevant data quoted in this report and its summary are true, accurate and complete.
The matters stated in this report and its summary do not represent the substantive judgment, confirmation or approval of the Shenzhen Stock Exchange and other competent authorities on matters related to this major asset restructuring. The effectiveness and completion of the matters related to this major asset restructuring described in this report and its summary have yet to be approved by the general meeting of shareholders and the approval authority. Any decision or opinion made by the competent 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.
After the completion of this major asset restructuring, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk arising from this transaction. When evaluating the company’s major asset restructuring, in addition to the contents of this report and relevant documents disclosed at the same time with this report, investors should also seriously consider various risk factors disclosed in this report.
If investors have any questions about this report, they should consult their own stock brokers, lawyers, professional accountants or other professional consultants.
catalogue
The company declares that 2 catalog 3 interpretation Section 1 overview of this transaction six
1、 Summary of this transaction plan six
2、 This transaction constitutes a connected transaction seven
3、 This transaction constitutes a major asset restructuring seven
4、 This transaction does not constitute reorganization and listing eight
Section II Implementation of this transaction nine
1、 Decision making and approval of this transaction nine
2、 Asset delivery of this transaction ten
3、 Treatment of relevant creditor’s rights and debts ten
4、 Handling of securities issuance registration and other matters eleven
5、 Is there any difference between the relevant actual situation and the previously disclosed information eleven
6、 Replacement of directors, supervisors and senior managers and adjustment of other relevant personnel eleven
7、 In the process of reorganization, whether the funds and assets of the listed company are actually controlled or other related persons
Occupation, or guarantee provided by the listed company for the actual controller and its affiliates eleven
8、 Performance of relevant agreements and commitments twelve
9、 Compliance and risk of relevant follow-up matters twelve
Section III concluding comments of the intermediary on the implementation of this transaction fourteen
1、 The independent financial advisor’s concluding comments on the implementation of this transaction fourteen
2、 The legal adviser’s concluding opinions on the implementation of this transaction fifteen
Section IV documents for future reference sixteen
1、 Documents for future reference sixteen
2、 For future reference sixteen
interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Report and this report refer to the report on the implementation of China National Complete Plant Import And Export Co.Ltd(000151) major asset purchase and related party transactions
Restructuring report refers to the report on China National Complete Plant Import And Export Co.Ltd(000151) major asset purchase and related party transactions (Revised Draft)
SDIC group refers to China Development and Investment Group Co., Ltd
Zhongcheng group refers to China complete equipment import and Export Group Co., Ltd
China National Complete Plant Import And Export Co.Ltd(000151) / company / the company refers to China National Complete Plant Import And Export Co.Ltd(000151) , a listed company on Shenzhen Stock Exchange, stock code: 000151 company / listed company
Yucheng international refers to Yu Cheng International Investment Limited, a wholly-owned subsidiary of China National Complete Plant Import And Export Co.Ltd(000151) established in Hong Kong
Zhongcheng Hong Kong / counterparty refers to China complete equipment import and Export Group (Hong Kong) Co., Ltd., formerly known as Zhongcheng Hong Kong Co., Ltd., a wholly-owned subsidiary of Zhongcheng group, formerly Shenghui Development Co., Ltd.
Tialoc / target company means tialoc Singapore PTE. Ltd., a company registered in Singapore, formerly known as atea
Environmental technology PTE. Ltd., whose Chinese name is Singapore Yade Co., Ltd
Nutara means nutara investment PTE. Ltd., a shareholder holding 49% of tialoc’s shares, formerly known as
Tialoc Investment Pte. Ltd.
The underlying assets refer to 1500000 shares of the underlying company held by Zhongcheng Hong Kong, corresponding to 30% of the shares of the underlying company
This share transfer means that the listed company purchases 30% of the shares of tialoc held by Zhongcheng Hong Kong through its new Hong Kong subsidiary Yucheng international in cash, corresponding to 1500000 shares of tialoc
The listed company, through its new Hong Kong subsidiary, Yucheng international, purchased 30% of tialoc shares held by China in this transaction / this major success in Hong Kong by paying cash, corresponding to 1500000 tialoc shares. After the completion of share to asset restructuring / this restructuring, Zhongcheng Hong Kong entrusts Yucheng international with the remaining 21% of the shares of the target company and the voting rights corresponding to the shares of the target company it may hold in the future free of charge, exclusively and irrevocably
Galaxy Securities / independent financial consultant refers to China Galaxy Securities Co.Ltd(601881) Jindu lawyer / legal consultant refers to Beijing Jindu law firm
Lixin / Lixin certified public accountants refer to Lixin Certified Public Accountants (special general partnership)
ZTE means ZTE Certified Public Accountants (special general partnership)
Zoomlion appraisal refers to Zoomlion appraisal group Co., Ltd
Delivery date refers to the date of share transfer and delivery
Transition period refers to the period from the benchmark date (excluding the benchmark date) to the closing date (including the date)
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
NDRC refers to the national development and Reform Commission of the people’s Republic of China
Ministry of Commerce means the Ministry of Commerce of the people’s Republic of China
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Board of directors means the China National Complete Plant Import And Export Co.Ltd(000151) board of directors
Board of supervisors means the China National Complete Plant Import And Export Co.Ltd(000151) board of supervisors
General meeting means China National Complete Plant Import And Export Co.Ltd(000151) general meeting of shareholders
The share transfer agreement refers to the share transfer agreement signed between the listed company and Zhongcheng Hong Kong on November 18, 2021, the entrusted management agreement refers to the entrusted management agreement signed between the listed company and Zhongcheng Hong Kong on November 18, 2021, and the performance compensation agreement refers to the performance compensation agreement signed between the listed company and Zhongcheng group on November 18, 2021
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
US dollar means the lawful currency of the United States
Note: unless otherwise specified, all values in this report retain two decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
Section I overview of this transaction
1、 Summary of the transaction plan
(i) Overview of this transaction
Through its wholly-owned subsidiary in Hong Kong, Yucheng international, the listed company purchased 30% of the shares of tialoc held by Zhongcheng Hong Kong in cash, corresponding to the number of 1500000 shares of tialoc. After the completion of this share transfer, Zhongcheng Hong Kong entrusts its remaining 21% shares of tialoc not transferred and the corresponding voting rights of tialoc shares held in the future to Yucheng international free of charge, exclusively and irrevocably.
After the completion of the above transactions, the listed company will control the voting rights of 51% of tialoc’s shares to realize its control over tialoc. After the completion of this transaction, tialoc’s equity structure is as follows:
No. name of shareholder number of shares (shares) shareholding ratio (%)
1 Yucheng international 150000030.00
2% Hong Kong 105000021.00
3Nutara2,450,00049.00
Total 5000000100.00
After the completion of this transaction, tialoc’s equity control relationship is as follows:
Note: in the figure above, the solid line / box represents the equity proportion of the shares held, and the dotted line / empty box represents the voting right proportion of the shares held. （2） Transaction price
The listed company has hired an evaluation institution with securities and futures related business qualification, Zoomlion, to evaluate the target company
The company conducted the appraisal. Taking July 31, 2021 as the appraisal base date, the appraisal value of 100% of tialoc’s shares is
1263 million yuan. According to the above appraisal results and through negotiation between the two parties, the transaction price of the underlying assets is determined
378.9 million yuan.
（3） Voting power entrustment
On November 18, 2021, Zhongcheng Hong Kong and China National Complete Plant Import And Export Co.Ltd(000151) signed the entrusted management agreement. According to the entrustment
Management agreement, since the closing date under the share transfer agreement, Zhongcheng Hong Kong will hold the unsold shares
Voting corresponding to 21% shares of the subject company of Yucheng international and all future shares of the subject company
The rights of shareholders, such as the right to nominate, propose and convene, are exclusively, gratuitously and irrevocably entrusted to Yucheng
International.
2、 This transaction constitutes a connected transaction
The counterparty of this transaction of the company is Zhongcheng, a wholly-owned subsidiary of Zhongcheng group, the controlling shareholder of the company
Hong Kong. According to the reorganization management measures and listing rules, this transaction constitutes a connected transaction.
3、 This transaction constitutes a major asset restructuring
According to the financial data of tialoc and the company in 2020, whether this transaction constitutes a major asset restructuring
The calculation of indicators is as follows:
