Securities code: 600150 securities abbreviation: China Cssc Holdings Limited(600150) No.: pro 2021-56 China Cssc Holdings Limited(600150)
Suggestive announcement on planning foreign investment 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
China Cssc Holdings Limited(600150) Group Co., Ltd. (hereinafter referred to as China Cssc Holdings Limited(600150) group) is planning China Cssc Holdings Limited(600150) Industry Group Co., Ltd. (hereinafter referred to as “CSSC”), China Cssc Holdings Limited(600150) (hereinafter referred to as “company”, ” China Cssc Holdings Limited(600150) “) and China Cssc Holdings Limited(600150) heavy industry group power Co., Ltd. (hereinafter referred to as ” China Shipbuilding Industry Group Power Co.Ltd(600482) ” ）Joint investment in the establishment of a joint venture. In view of the significant uncertainty of the event, in order to ensure fair information disclosure and safeguard the interests of investors, the company hereby announces the planned event as follows:
1. In order to further standardize the horizontal competition of diesel engine business under China Cssc Holdings Limited(600150) group, China Cssc Holdings Limited(600150) plans to jointly invest and establish a joint venture with China shipbuilding industry group and China Shipbuilding Industry Group Power Co.Ltd(600482) . The underlying assets used for capital contribution are the equity of China Shipbuilding Power (Group) Co., Ltd., China Cssc Holdings Limited(600150) heavy industry group Diesel Engine Co., Ltd., Shaanxi Diesel Engine Heavy Industry Co., Ltd. and Henan Diesel Engine Heavy Industry Co., Ltd. held by all parties to the transaction. After preliminary negotiation, after the completion of this transaction, China Shipbuilding Industry Group Power Co.Ltd(600482) will hold the controlling right of the joint venture. This transaction does not involve China Cssc Holdings Limited(600150) Issue of shares.
The basic information of relevant underlying assets is as follows:
(1) China Shipbuilding Power Group
Company name: China Shipbuilding Power (Group) Co., Ltd
Company type: other limited liability companies
Unified social credit Code: 91310115ma1hbfukx6
Legal representative: Li Cheng
Registered capital: 520 million yuan
Date of establishment: November 27, 2020
Company domicile: No. 1333, Laiyang Road, Pudong New Area, Shanghai
Business scope: general items: (I) general equipment (excluding special equipment manufacturing) (marine power equipment and its parts), engine and generator set, special equipment for environmental protection, mechanical and electrical equipment, special machinery for tunnel construction, forging and metal structure design, production, sales, installation, maintenance, leasing and related technology development, technical consultation, technology transfer and technical services, complete sets of nuclear power equipment and engineering technology research and development, non-ferrous metal casting Manufacturing and ferrous metal casting; （2） Sales and after-sales services of marine supporting equipment, lubricants, chemical products and their raw materials (excluding licensed chemical products); (III) general cargo storage services (excluding items requiring licensing and approval such as hazardous chemicals), information technology consulting services; (IV) mechanical equipment leasing, non residential real estate leasing; (V) measurement services; （6） Loading, unloading, handling and port operation (limited to branches). (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed items: import and export of goods, import and export of technology and inspection and testing services. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
(2) Chinese boat firewood
Company name: China Cssc Holdings Limited(600150) heavy industry group Diesel Engine Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 91370211ma3dkdq98f
Legal representative: Zhang Delin
Registered capital: 550 million yuan
Date of establishment: April 28, 2017
Company domicile: No. 501, Lijiang East Road, Huangdao District, Qingdao, Shandong
Business scope: design, production, testing, sales and after-sales service of marine main engine, its parts and related equipment; Design, production, testing, sales and after-sales service of generators and generator sets, special equipment for offshore engineering, petrochemical equipment, steam turbines and auxiliary equipment, wind energy prime mover equipment, cement machinery and its parts and components and related equipment; Metal structural parts, casting and forging blanks and machining manufacturing; Import and export of goods; Provide wharf facilities for ships; Cargo handling, warehousing and logistics services (excluding cold storage, hazardous chemicals and class I precursor chemicals); operating other general business projects that can be operated without administrative approval. (business activities can be carried out only after the approval of relevant departments for projects that must be approved according to law)
(3) Hechai heavy industry
Company name: Henan diesel heavy industry Co., Ltd
Company type: other limited liability companies
Unified social credit Code: 914103006634395595
Legal representative: Liu Wenbin
Registered capital: 122905884500 yuan
Date of establishment: June 29, 2007
Company domicile: No. 173, Zhongzhou West Road, Jianxi District, Luoyang City
Business scope: development and sales of internal combustion engines and accessories; Manufacturing and sales of electrical machinery and equipment, power transmission and distribution and control equipment, metal materials and products, plastic doors and windows and products, metal tools, metal processing machinery and general parts; Metal surface heat treatment and processing; Metal and nonferrous metal forging and pressing; Production and sales of metal castings and mechanical products; Technology trade; Technical services; Engage in the import and export business of goods and technologies (except for the goods and technologies that should be approved or prohibited from import and export according to the special provisions of the state); house leasing.
(4) Shaan Chai heavy industry
Company name: Shaanxi Diesel Engine Heavy Industry Co., Ltd
Company type: limited liability company (state-owned holding)
Unified social credit Code: 91610000755231771e
Legal representative: Zhao Tongbin
Registered capital: 1876227200 yuan
Date of establishment: December 19, 2003
Company domicile: Xicheng office, Xingping City, Xianyang City, Shaanxi Province
Business scope: development, production, technical consultation, maintenance, sales and service of marine internal combustion engines, internal combustion generator sets, internal combustion engines and accessories; Design, manufacture, installation, technical consultation, sales, service and hot and cold processing of electromechanical equipment and papermaking, petroleum, coal mining, metallurgy, electric power and chemical machinery; Design, development, production, technical consultation, sales and service of casting materials; Foundry technology consulting, service and testing business; Operate the export business of self-produced mechanical and electrical products, complete sets of equipment and related technologies of the enterprise; Operate the import business of raw and auxiliary materials, electromechanical equipment, instruments and meters, spare parts, spare parts and technologies required for production and scientific research of the enterprise; Carry out the enterprise’s feed processing and “three supplies and one compensation” business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. China shipbuilding industry group and China Shipbuilding Industry Group Power Co.Ltd(600482) are related parties of the company, and this transaction constitutes a related party transaction.
3. After preliminary research and calculation, this transaction is not expected to constitute a major asset reorganization of the company as stipulated in the administrative measures for major asset reorganization of listed companies. After the completion of this transaction, neither the controlling shareholder nor the actual controller of the company will change.
4. The transaction is still in the planning stage, and the transaction scheme still needs further demonstration, communication and negotiation. The price and other elements of the specific transaction object have not been determined, and the necessary decision-making and approval procedures shall be performed in accordance with the provisions of relevant laws, regulations and the articles of association. The company has not signed an intention agreement with the counterparty on this transaction.
5. There are still major uncertainties in matters related to this transaction. According to the relevant provisions of the guidelines for planning suspension and resumption of trading of listed companies on Shanghai Stock Exchange, the trading of the company’s shares will not be suspended. The company will timely perform the obligation of information disclosure according to the progress of relevant matters.
Please pay attention to the company’s follow-up progress announcement and pay attention to investment risks.
China Cssc Holdings Limited(600150) December 29, 2021
