Securities code: 600072 securities abbreviation: Cssc Science & Technology Co.Ltd(600072) Announcement No.: pro 2021-070 Cssc Science & Technology Co.Ltd(600072)
Announcement on suspension of trading of major events planned by controlling shareholders
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. 1、 Overview of basic information
Cssc Science & Technology Co.Ltd(600072) (hereinafter referred to as “the company” or ” Cssc Science & Technology Co.Ltd(600072) “) indirect controlling shareholder China Cssc Holdings Limited(600150) Group Co., Ltd. (hereinafter referred to as ” China Cssc Holdings Limited(600150) ” group “) is currently planning major matters related to the company, which is expected to involve issuing shares to purchase 100% equity of China Cssc Holdings Limited(600150) heavy industry group haizhuang Wind Power Co., Ltd. (hereinafter referred to as” CSSC haizhuang “) and China Cssc Holdings Limited(600150) Group Wind Power Development Co., Ltd. (hereinafter referred to as “CSSC wind power development”) has 88.58% equity, CSSC Haiwei (Xinjiang) new energy Co., Ltd. (hereinafter referred to as “Xinjiang Haiwei”) has 100% equity, Luoyang Shuangrui wind power blade Co., Ltd. (hereinafter referred to as “Luoyang Shuangrui”) has 44.64% minority equity, and CSSC (Wuhan) lingjiu Electric Co., Ltd. (hereinafter referred to as “CSSC”) “Lingjiu electric”) has 10% minority equity and plans to raise supporting funds (hereinafter referred to as “this transaction”).
This transaction constitutes a connected transaction, It is expected to constitute the administrative measures for major asset restructuring of listed companies (revised in 2020) The transaction will not lead to the change of the actual controller of the company due to the material asset reorganization specified in the regulations. In view of the fact that this transaction is still in the planning stage and relevant matters are still uncertain, in order to safeguard the rights and interests of investors, ensure fair information disclosure and avoid abnormal fluctuations in the company’s stock price, according to relevant regulations, The trading of the company’s shares (Securities abbreviation: Cssc Science & Technology Co.Ltd(600072) , securities code: 600072) will be suspended from Wednesday, December 29, 2021. It is expected that the suspension will not exceed 10 trading days.
At present, the relevant parties are actively negotiating the major event plan, and the scope of the underlying assets and the scope of the counterparty of this transaction have not been finalized. The company will organize and carry out various work in accordance with relevant regulations, timely perform corresponding procedures and disclose information according to the progress of the matter.
During the suspension period, the company will actively promote various work according to relevant regulations and timely fulfill the obligation of information disclosure. According to the relevant provisions of the business guidelines for suspension and resumption of trading of listed companies on Shanghai Stock Exchange in planning major events, the company will disclose the reorganization plan reviewed and approved by the board of directors and apply for the resumption of trading of the company’s shares in accordance with the requirements of the standards for the contents and forms of information disclosure of companies offering securities to the public No. 26 – major asset reorganization of listed companies issued by the CSRC.
2、 Basic information of this transaction
(i) Basic information of the target company
1. CSSC marine
Name of target company: China Cssc Holdings Limited(600150) haizhuang Wind Power Co., Ltd. of heavy industry group
Registered address: No. 30, Jinyu Avenue, jingkaiyuan, Beibu new area, Chongqing
Legal representative: Wang Manchang
Registered capital: RMB 1318621574
Unified social credit Code: 915000007562347987
Enterprise type: Co., Ltd
Business scope: general projects: R & D, production, sales, technology introduction, development and application of wind turbine; Manufacturing and sales of wind turbine parts; Technical services and technical consultation on wind turbine manufacturing and wind farm construction and operation; Import and export of goods and technology. [for projects subject to approval according to law, business activities can only be carried out with the approval of relevant departments] (except for projects subject to approval according to law, business activities can be carried out independently according to law with business license)
2. CSSC wind power development
Name of target company: China Cssc Holdings Limited(600150) Group Wind Power Development Co., Ltd
Registered address: room 409-98, 4th floor, building 1, No. 38, Yongda Road, Daxing biomedical industry base, Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and Technology Park, Daxing District, Beijing
Legal representative: Wu Xingwang
Registered capital: 1498184400 yuan
Unified social credit Code: 91110115ma029t5253
Enterprise type: limited liability company (state-owned holding)
Business scope: investment, development, construction, operation and management of electric power; General contracting of power engineering construction; General contracting of mechanical and electrical installation works (business operation shall be carried out after obtaining relevant construction qualification); scientific and Technological Development and consulting services of power and related businesses; import and export of equipment, equipment, testing instruments and parts related to power and contract energy management and export of self owned technology (except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export); contracting overseas projects and domestic international bidding projects. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
3. Xinjiang Haiwei
Name of target company: CSIC Haiwei (Xinjiang) new energy Co., Ltd
Registered address: floors 1-4, building 24, No. 27, Qiantangjiang Road, shayibak District, Urumqi, Xinjiang
Legal representative: Li Jinwei
Registered capital: RMB 131.669497 million
Unified social credit Code: 91650000552446182q
Enterprise type: other limited liability companies
Business scope: Sales of wind power and photovoltaic power generation related equipment; Development, construction, operation of wind farm and photovoltaic farm and technical services of related businesses. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
4. Luoyang Shuangrui
Name of target company: Luoyang Shuangrui wind power blade Co., Ltd
Registered address: No. 40, Binhe Road, high tech Development Zone, Luoyang
Legal representative: Shi Junhu
Registered capital: 433512064 yuan
Unified social credit Code: 91410300680767204h
Enterprise type: other limited liability companies
Business scope: R & D, production, sales and service of wind power blades, engine room covers and special non-metallic materials, as well as import and export of goods and technology
5. Lingjiu electric
Name of target company: CSIC (Wuhan) lingjiu Electric Co., Ltd
Registered address: No. 1, North Canglong Road, Fenghuang Industrial Park, Donghu New Technology Development Zone, Wuhan
Legal representative: Xu Huosheng
Registered capital: 20 million yuan
Unified social credit Code: 914201005623289644
Enterprise type: other limited liability companies
Business scope: design, manufacture, sales and service of automation control engineering and equipment, Mechatronics Engineering and equipment, intelligent weak current system, computer and network equipment; Import and export of goods, import and export agency, import and export of Technology (excluding goods and Technologies Prohibited by the state). (the above business scope shall be operated within the approved period after the project with special provisions in China is approved by the state or with a license)
（2） Basic information of the proposed counterparty
1. Counterparty of 100% equity of CSCEC haizhuang
The current equity structure of the counterparty with 100% equity of CSSC haizhuang and CSSC haizhuang is as follows:
No. shareholder name or share capital (10000 yuan) shareholding ratio (%)
1 China Cssc Holdings Limited(600150) Heavy Industry Group Co., Ltd. 24073.81227 six thousand eight hundred and thirty
2 Chongqing Zhongjin Keyuan private equity investment fund partnership 14962.59417 2058 (limited partnership)
3 China Cssc Holdings Limited(600150) Chongqing Shipbuilding Industry Co., Ltd. of heavy industry group 10687.03312 two thousand eight hundred and ninety-two
4 Guodian Nanjing Automation Co.Ltd(600268) 6980.3728. 0269
5 Chongqing Qianwei Technology Group Co., Ltd. 6369.9947 three thousand two hundred and fifty
6 Luoyang Shuangrui Technology Industry Holding Group Co., Ltd. 6190.16947 one thousand one hundred and eighty-two
7 Chongqing Energy Investment Group Co., Ltd. 3926.45954 five thousand one hundred and fifty-one
8 Chongqing Huayu Electric Group Co., Ltd. 3481.56424 0035
9 CSIC (Wuhan) lingjiu High Tech Co., Ltd. 2583.10182.9704
10 Shanxi Fenxi Heavy Industry Co., Ltd. 1454.24411 six thousand seven hundred and twenty-three
11 Wuhan Institute of digital engineering 1454.24411 six thousand seven hundred and twenty-three
12 Chongqing gearbox Co., Ltd. 1090.68321 two thousand five hundred and forty-two
13 Wang Qimin 654.40990 seven thousand five hundred and twenty-five
14 Chongqing Chuandong Shipbuilding Industry Co., Ltd. 490.80740 five thousand six hundred and forty-four
15 Chongqing Hongjiang Machinery Co., Ltd. 327.20490 three thousand seven hundred and sixty-three
16 Yao Shaoshan 327.20490 three thousand seven hundred and sixty-three
17 Chongqing Yuejin Machinery Factory Co., Ltd. 327.20490 three thousand seven hundred and sixty-three
18 Chen Chaoxi 327.20490 three thousand seven hundred and sixty-three
19 Chongqing JIANGZENG Machinery Co., Ltd. 327.20490 three thousand seven hundred and sixty-three
20 CSIC Chongqing Hydraulic electromechanical Co., Ltd. 272.67080 three thousand one hundred and thirty-five
21 Gao Yisong 218.13660 two thousand five hundred and eight
22 China Cssc Holdings Limited(600150) heavy industry group Changjiang Technology Co., Ltd. 218.13660 two thousand five hundred and eight
23 Chongqing Changzheng Heavy Industry Co., Ltd two thousand five hundred and eight
Total 86962.5937100 00
2. Counterparty with 88.58% equity of CSSC wind power development
The counterparties with 88.58% equity of CSSC wind power development are China Cssc Holdings Limited(600150) Heavy Industry Group Co., Ltd., China Cssc Holdings Limited(600150) heavy industry group Chongqing Shipbuilding Industry Co., Ltd., China Cssc Holdings Limited(600150) Group Investment Co., Ltd. the shareholding ratio of each counterparty is as follows:
No. name of shareholder contribution amount contribution proportion (%) (10000 yuan)
1 China Cssc Holdings Limited(600150) Heavy Industry Group Co., Ltd. 74474.800049 seven thousand and one hundred
2 China Cssc Holdings Limited(600150) Chongqing Shipbuilding Industry Co., Ltd. of heavy industry group 33236.600022 one thousand eight hundred and forty-six
3 China Cssc Holdings Limited(600150) Group Investment Co., Ltd. 25000.000016 six thousand eight hundred and sixty-nine
Total 132711.400088 fifty-eight
3. Xinjiang sea is the counterparty of 100% equity
The counterparties of 100% equity of Xinjiang Haiwei are CSIC Zhengzhou High Tech Co., Ltd. and Qianhai Zhongchuan (Shenzhen) smart ocean private equity fund partnership (limited partnership). The current equity structure of Xinjiang Haiwei is as follows:
No. name of shareholder contribution amount contribution proportion (%) (10000 yuan)
1. CSIC Haiwei Zhengzhou High Tech Co., Ltd. 10000.000075 nine thousand four hundred and seventy-seven
2 Qianhai Zhongchuan (Shenzhen) smart ocean private equity fund
