Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Announcement on suspension of major assets planning
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Reasons for suspension and work arrangement
Guangdong No.2 Hydropower Engineering Company Ltd(002060) (hereinafter referred to as “the company”) is planning to issue shares to purchase 100% equity of Guangdong Construction Engineering Group Co., Ltd. (hereinafter referred to as “the transaction object” or “the Construction Engineering Group”) held by Guangdong Construction Engineering Group Holding Co., Ltd. (hereinafter referred to as “the Construction Engineering holding”), Meanwhile, non-public offering of shares to raise matching funds (hereinafter referred to as “this transaction”). At present, the main business of China Construction Engineering Group is construction engineering, construction related industries (construction scientific research, technical services, equipment and materials and construction services), water conservancy management and hydropower generation.
As construction engineering holding is the controlling shareholder of the company, this transaction constitutes a related party transaction. This transaction is expected to constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, and this transaction will not lead to the change of the actual controller of the company. Due to the uncertainty of relevant matters, in order to ensure fair information disclosure, safeguard the interests of investors and avoid abnormal fluctuation of the company’s share price, according to the relevant regulations of Shenzhen Stock Exchange, upon application, the company’s shares (Securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) ,
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) ) the trading will be suspended from the opening of the market on Tuesday, March 8, 2022. It is expected that the suspension will not exceed 10 trading days.
The company is expected to disclose the transaction plan within no more than 10 trading days, that is, to disclose the reorganization plan reviewed and approved by the board of directors and apply for resumption of trading in accordance with the requirements of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies before March 22, 2022. If the company fails to convene the board of directors to review and disclose the trading plan within the above period, the trading of the company’s shares will be resumed and the planning of relevant matters will be terminated at the latest from the opening of the market on March 22, 2022. At the same time, the main work, progress, impact on the company and subsequent arrangements of the planning matters during the suspension period will be disclosed to fully remind the risks and uncertainties of relevant matters, It also promises not to plan major asset restructuring for at least one month from the date of disclosure of the announcement of termination of planning.
2、 Basic information of this reorganization
(I) basic information of the transaction object
Company name: Guangdong Construction Engineering Group Co., Ltd
Unified social credit Code: 9144 Shenzhen Cereals Holdings Co.Ltd(000019) 0330368u
Date of establishment: April 6, 1990
Legal representative: Zhang Yumin
Registered capital: 290 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: No. 85, Liuhua Road, Liwan District, Guangzhou, Guangdong
Business scope: general contracting of construction projects outside China, construction and general contracting of industrial and civil buildings, municipal public works, water conservancy and hydropower projects, road and bridge construction, electromechanical equipment installation, foundation and foundation works, building decoration works, steel structure works, electromechanical works, building curtain wall works, hoisting equipment installation works, earthwork works, etc; The above engineering design, survey, planning, etc; Investment, financing and operation of the above projects; Clean energy project investment, construction and operation, hydropower production and supply, construction and water conservancy machinery production and sales; Professional and technical services of construction related scientific research, manufacturing and engineering, scientific and technological promotion and application services, manufacturing and sales of construction engineering machinery and special machinery for the production of building materials, scientific research, manufacturing, sales and professional and technical services of building materials and non-metallic mineral products; Import and export of goods and technology; Contracting overseas projects and domestic international bidding projects, and exporting equipment and materials required for overseas projects; Labor consulting services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: up to now, the equity structure of China Construction Engineering Group is as follows:
No. shareholder name subscribed capital contribution (10000 yuan) equity proportion
1 Construction Engineering holding 29 Shenzhen Ecobeauty Co.Ltd(000010) 0%
(II) basic information of the counterparty
Construction Engineering holdings is a holding company of Guangdong SASAC (Guangdong SASAC performs the duties of investor on behalf of Guangdong Provincial People’s Government). Its basic information is as follows:
Company name: Guangdong Construction Engineering Group Holding Co., Ltd
Unified social credit Code: 91440000ma56x1f187
Date of establishment: August 4, 2021
Legal representative: Zhang Yumin
Registered capital: 10 million yuan
Enterprise type: limited liability company (state-owned holding)
Registered address: 12 / F, No. 85 Liuhua Road, Liwan District, Guangzhou, Guangdong
Business scope: to operate state-owned assets within the scope authorized by the provincial government, to restructure and optimize the allocation of assets internally, and to conduct capital operations such as mortgage, transfer, liquidation and investment externally. Equity investment in construction and construction related enterprises; Real estate investment, development and operation, real estate intermediary and consulting services; Purchase, lease and sale of commercial houses; Property management, leasing and integrated home services; Labor consulting services; Import and export of goods and technology; Investment, construction and operation of medical, health and elderly care business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(III) transaction mode
The company plans to purchase 100% of the equity of the Construction Engineering Group held by the construction engineering holding through the issuance of shares, and raise supporting funds through non-public issuance of shares.
(IV) transaction pricing
The transaction price of the subject assets will be based on the asset appraisal results specified in the asset appraisal report issued by the asset appraisal institution in accordance with the provisions of the securities law and filed by Guangdong SASAC, which will be determined after negotiation by all parties to the transaction.
3、 Intention document of this reorganization
On March 7, 2022, the company signed the agreement of intent on major asset restructuring with construction engineering holdings and construction engineering group, the main contents of which are as follows:
(I) intention plan of this reorganization
1. The intention plan of this transaction is: the company plans to purchase 100% equity of Construction Engineering Group held by construction engineering Holdings (hereinafter referred to as the “underlying assets”) by issuing shares, and the final acquisition proportion and payment method will be subject to the formal transaction agreement. 2. The final transaction price of the underlying assets involved in this transaction is based on the asset appraisal report issued by the appraisal institution and approved / filed by the state-owned assets supervision and administration institution, which shall be determined by the parties to the transaction through negotiation.
3. All parties expect that this transaction will constitute a major asset restructuring. This intention agreement only indicates the preliminary intention reached by both parties on this transaction. This transaction plan has not been finalized. The terms of this agreement related to the transaction intention plan are non binding terms for all parties. All parties will communicate, demonstrate and negotiate the specific scope of the underlying assets, transaction pricing, number of shares issued, performance commitment and other matters, and make an agreement in the officially signed transaction agreement.
(II) preconditions for this reorganization
The premise of this reorganization is that all parties must perform the corresponding legal procedures such as examination and approval, registration, filing and information disclosure in accordance with the laws and regulations on Securities and information disclosure, the regulatory requirements of various audit departments or institutions such as CSRC, stock exchange and state-owned assets supervision and administration department, as well as the articles of association of Guangdong No.2 Hydropower Engineering Company Ltd(002060) the company, Obtain the corresponding authorization and approval of each party, and sign a formal major asset restructuring agreement.
(III) follow up work arrangement
1. After the signing of this agreement, all parties shall cooperate and arrange relevant intermediaries to carry out due diligence, audit and evaluation related to this transaction as soon as possible.
2. On the basis of the above work, all parties shall actively promote the internal decision-making, resolution, approval, filing and other procedures and procedures of the listed company, the target company and the counterparty in accordance with the procedures specified in relevant laws, regulations and normative documents, and complete the signing, preparation and announcement of relevant agreements and documents of this transaction as soon as possible.
3. Each party guarantees to strictly abide by the requirements of relevant laws and regulations and normative documents, and timely, accurately and fully perform the legal obligation of information disclosure.
4、 Risk tips
At present, this transaction is in the planning stage, the specific transaction scheme is still under discussion and demonstration, and there is still some uncertainty. This transaction needs to be submitted to the board of directors and the general meeting of shareholders of the company for deliberation, and can be formally implemented only after being approved by the competent regulatory authority. There is still some uncertainty about whether it can pass the approval, and the time when it will finally obtain the relevant approval or approval. Please invest rationally and pay attention to investment risks.
5、 Documents for future reference
1. The suspension application form signed by the chairman of the company and stamped with the seal of the board of directors; 2. Agreement on intention of major asset restructuring.
It is hereby announced.
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors March 8, 2022
