Securities code: 002121 securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2021126 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on signing conditional share subscription agreements and related party transactions with specific objects
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Transaction overview
1、 Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company” or “the issuer”) intends to issue no more than 422504744 RMB common shares (A shares) (including 422504744 shares) (hereinafter referred to as “this non-public offering” or “this offering”) to Shenzhen capital operation group Co., Ltd. (hereinafter referred to as “Shenzhen capital group”) ）Securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, finance companies, asset management companies and qualified overseas institutional investors subscribed with their own funds, as well as other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC, The number of distribution objects shall not exceed 35 (including 35).
Shenzhen Capital Group plans to participate in this offering and subscription in cash, In principle, the subscription amount shall not exceed 540 million yuan (including this amount), and the shareholding ratio of the subscription amount shall not be diluted after the issuance (that is, the shareholding ratio of Shenzhen capital group shall not be less than 24.26% after the issuance). The subscription amount is the subscription amount divided by the actual issuance price, and the mantissa of less than 1 share shall be rounded off.
2. The objects of this non-public offering include Shenzhen capital group. Shenzhen capital group is the controlling shareholder of the company, with a shareholding ratio of 24.26%. According to the definition of connected person in the Listing Rules of Shenzhen Stock Exchange, Shenzhen capital group is an affiliated party of the company, and the company’s non-public issuance of shares to Shenzhen capital group constitutes a connected transaction. Except Shenzhen capital group, the other issuing objects of this issuance have not been determined, so its relationship with the company cannot be determined.
3、 The 9th (Interim) meeting of the 8th board of directors and the 5th (Interim) meeting of the 8th board of supervisors of the company deliberated and adopted the proposal on signing conditional and effective share subscription agreement with specific objects and the proposal on related party transactions involved in the company’s non-public offering of shares , the affiliated directors Mr. Wang DaoHai, Mr. Sun Huirong and Mr. Li Caijun have avoided voting, and the independent directors have expressed their prior approval opinions and independent opinions.
4. The non-public offering still needs to be approved by the State-owned Assets Authority, deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC. The related shareholders interested in this related party transaction shall withdraw from voting at the general meeting of shareholders. Whether the non-public offering plan can obtain relevant approval or approval and the time of obtaining relevant approval or approval are uncertain. Investors are reminded to pay attention to investment risks.
5. This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. After the completion of this non-public offering, the controlling shareholder and actual controller of the company remain unchanged.
2、 Information about the issuing objects of this non-public offering
The objects of this non-public offering are no more than 35 specific objects, including Shenzhen capital group, which comply with the provisions of the CSRC. Except Shenzhen capital group, the other issuing objects of this issuance have not been determined, so its relationship with the company cannot be determined. The relationship between the issuing object and the company will be disclosed in the issuance report announced after the issuance. The basic information of Shenzhen capital group is as follows:
1. Overview of Shenzhen capital operation group Co., Ltd
Company name: Shenzhen capital operation group Co., Ltd
Legal representative: Hu Guobin
Unified social credit code 91440300664187170p
Date of establishment: June 22, 2007
The registered capital is 14620 million yuan
Registered address: C1, 16th floor, investment building, No. 4009, Shennan Avenue, Futian District, Shenzhen
Business scope: investment in various industries (specific projects will be reported separately); investment business; investment management; asset management.
As of the disclosure date of this announcement, Shenzhen capital group holds 341685291 shares of the company, accounting for 24.26% of the total share capital of the company, and is the controlling shareholder of the company.
2. Equity control relationship
As of the disclosure date of this announcement, the equity control relationship of Shenzhen capital group is as follows:
3. Main business in recent three years
Shenzhen capital group is a state-owned assets auxiliary performance platform and state-owned capital operation professional platform specially established by Shenzhen to promote the transformation of state-owned assets management from asset management to capital management and promote the overall capital operation strategy of Shenzhen state-owned assets. The main businesses are M & A, equity investment, industrial fund and market value management.
4. Brief financial data of the last year
The main financial data of Shenzhen capital group in 2020 are as follows:
(1) Main data of consolidated balance sheet
Unit: 10000 yuan
December 31, 2020
Total assets 6571547.12
Current assets 2716886.93
Non current assets 3854660.20
Total liabilities 3306575.15
Current liabilities 2483062.00
Non current liabilities 823513.15
Owner’s equity 3264971.97
Owner’s equity attributable to the parent company 2873639.92
Minority interests 391332.05
Note: the above data have been audited by Tianzhi International Certified Public Accountants (special general partnership)
(2) Main data of consolidated income statement
Unit: 10000 yuan
Project 2020
Total operating income 417472.03
Total operating cost 445936.88
Operating profit 233894.11
Total profit 233610.27
Net profit 197894.26
Net profit attributable to owners of the parent company 181217.80
Profit and loss of minority shareholders 16676.46
Note: the above data have been audited by Tianzhi International Certified Public Accountants (special general partnership)
5. Association description
Shenzhen capital group holds 341685291 shares of the company, accounting for 24.26% of the total share capital of the company. It is the controlling shareholder and actual controller of the company, in line with article 10.1 of the Listing Rules of Shenzhen Stock Exchange The related relationship specified in paragraph (I) of Article 3.
6. After inquiry on the website of the Supreme People’s court, Shenzhen capital group does not belong to the “dishonest executee”.
7. Note on the source of funds
According to the share subscription agreement to be signed between the company and Shenzhen capital group, Shenzhen capital group promises: “Party B (Shenzhen Capital Group) has the financial strength to subscribe for the non-public offering of shares. The funds used to subscribe for the non-public offering of shares are formed by Party B’s real contribution with its own funds or self raised funds. There is no case of raising funds from outside, and the source of such subscription funds is legal; there is no direct or indirect source of funds used by Party B to subscribe for the non-public offering of shares In the case of financial assistance or compensation from Party A ( Shenzhen Clou Electronics Co.Ltd(002121) ) and its related parties, there is no structured arrangement such as hierarchical income, structured financing, or other interest arrangements such as entrusted shareholding and trust shareholding; Party B guarantees that the funds used to subscribe for the non-public offering of shares comply with the relevant provisions of the CSRC (including but not limited to) The measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations on subscription funds), otherwise, all consequences arising therefrom and losses caused to Party A shall be borne by Party B. ”
3、 Basic information of the transaction object
The subject matter of this transaction is the company’s non-public offering of RMB common shares (A shares), with a par value of RMB 1.00 per share.
4、 Pricing policy and basis of related party transactions
The pricing benchmark date of this offering is the first day of the offering period. The general meeting of shareholders authorizes the board of directors to determine and announce the pricing method of the issuance price according to the market conditions after obtaining the approval of the issuance of CSRC on the premise of meeting the requirements of relevant laws and regulations and securities regulatory authorities: the issuance price shall not be less than 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing benchmark date.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
The final issue price shall be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) according to the bidding results in accordance with the relevant provisions of the CSRC after the issuance is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the price of the non-public offering of shares will be adjusted accordingly.
5、 Main contents of transaction agreement
The main contents of the conditional effective share subscription agreement between Shenzhen Clou Electronics Co.Ltd(002121) and Shenzhen capital operation group Co., Ltd. to be signed by the company (hereinafter referred to as “party a”) and Shenzhen capital group (hereinafter referred to as “Party B”) are as follows:
(i) Subscription price, subscription quantity and subscription payment
1. Subscription price
The pricing benchmark date of this issuance is the first day of the issuance period of this issuance. The issuing price of this offering shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date of this non-public offering (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date).
In case of ex right, ex dividend or other equity adjustment of Party A’s shares from the first day of the issuance period of this non-public offering to the issuance date, such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc., the issuance price will be adjusted accordingly. The adjustment method is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where: P0 is the issuing reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and P1 is the issuing reserve price after adjustment.
On the basis of the above issuance reserve price, the final issuance price of this non-public offering will be approved by China Securities Regulatory Commission by Party A in accordance with relevant laws, regulations and other normative documents, It shall be determined through consultation with the sponsor (lead underwriter) of the non-public offering according to the subscription quotation of the issuing object. Party B promises not to participate in the market bidding of the non-public offering
