Securities code: 688368 securities abbreviation: Shanghai Bright Power Semiconductor Co.Ltd(688368) Announcement No.: 2022-001 Shanghai Bright Power Semiconductor Co.Ltd(688368)
Announcement on receiving the notice of Shanghai Stock Exchange on suspending the examination and approval of issuing shares, paying cash to purchase assets and raising supporting funds
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as "the company") intends to purchase 95.75% equity of Lingou Chuangxin held by Li Peng and other 14 shareholders of Nanjing Lingou Chuangxin Electronics Co., Ltd. (hereinafter referred to as "Lingou Chuangxin") by issuing shares and paying cash, Meanwhile, the company plans to issue shares to no more than 35 specific objects to raise supporting funds (hereinafter referred to as "this transaction" or "this major asset restructuring"), and the total amount of supporting funds raised shall not exceed 193728700 yuan.
1、 Basic information of this transaction
On July 2, 2021, the company held the 13th meeting of the second board of directors, deliberated and passed the proposal on the company's scheme of issuing shares, paying cash to purchase assets and raising supporting funds, and the proposal on signing
<关于 Shanghai Bright Power Semiconductor Co.Ltd(688368) 收购南京凌鸥创芯电子有限公司之框架协议>
For details, please refer to the company's website of Shanghai Stock Exchange (www.sse. Com.. CN.) on July 3, 2021 Disclosed plan for Shanghai Bright Power Semiconductor Co.Ltd(688368) issuing shares and paying cash to purchase assets and raise supporting funds and relevant announcements.
On August 24, 2021, to ensure the smooth development of this transaction, the company signed a service agreement with Gf Securities Co.Ltd(000776) , Lixin Certified Public Accountants (special general partnership), Guohao law firm (Hangzhou) and walkson (Beijing) International Asset Appraisal Co., Ltd. for details, see the website of Shanghai Stock Exchange (www.sse. Com.. CN.) on August 25, 2021 The Shanghai Bright Power Semiconductor Co.Ltd(688368) announcement on the progress of issuing shares, paying cash to purchase assets and raising supporting funds (Announcement No.: 2021-061) disclosed.
On September 8, 2021, the company signed a supplementary agreement to the acquisition intention agreement with Li Peng, the main shareholder of Lingou Chuangxin, which agreed that the company would pay Li Peng 5 million yuan as a good faith deposit for the company to carry out due diligence on Lingou Chuangxin and understand relevant matters, For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com.. CN.) on September 25, 2021 The Shanghai Bright Power Semiconductor Co.Ltd(688368) announcement on the progress of issuing shares, paying cash to purchase assets and raising supporting funds (Announcement No.: 2021-066) disclosed.
On October 12, 2021, the company held the 18th meeting of the second board of directors, deliberated and passed the proposal on the company's scheme of issuing shares and paying cash to purchase assets and raise supporting funds, and the proposal on signing conditional entry into force
<发行股份及支付现金购买资产协议>
For details, please refer to the company's website of Shanghai Stock Exchange (www.sse. Com.. CN.) on October 13, 2021 Disclosed report on Shanghai Bright Power Semiconductor Co.Ltd(688368) issuing shares and paying cash to purchase assets and raise supporting funds (Draft) and relevant announcements.
On October 28, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's scheme of issuing shares, paying cash to buy assets and raising supporting funds. For details, see the company's website of Shanghai Stock Exchange (www.sse. Com.. CN.) on October 29, 2021 Announcement on Shanghai Bright Power Semiconductor Co.Ltd(688368) the resolution of the third extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-079) disclosed.
On November 4, 2021, the company received the notice on accepting the application for Shanghai Bright Power Semiconductor Co.Ltd(688368) issuing shares to purchase assets and raise supporting funds issued by Shanghai Stock Exchange (SSE Keshen (M & A) [2021] No. 6). Shanghai Stock Exchange checked the application documents submitted by the company for issuing shares to purchase assets and raise supporting funds in accordance with relevant regulations, Considering that the application documents are complete and in conformity with the legal form, it is decided to accept and review according to law. For details, see the company's website of Shanghai Stock Exchange (www.sse. Com.. CN.) on November 5, 2021 The Shanghai Bright Power Semiconductor Co.Ltd(688368) announcement on the acceptance of the application for issuing shares, paying cash to purchase assets and raising supporting funds by Shanghai Stock Exchange (Announcement No.: 2021-081) disclosed.
On November 18, 2021, the company received the inquiry letter on the examination of application documents for Shanghai Bright Power Semiconductor Co.Ltd(688368) issuing shares and paying cash to purchase assets and raise supporting funds issued by Shanghai Stock Exchange (szksh (M & A) [2021] No. 8) (hereinafter referred to as the "inquiry letter"), The audit institution of Shanghai Stock Exchange applies for the company's issuance of shares and payment of cash to purchase assets and raise supporting funds
Please review the document and form the first round of questions. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com.. CN.) on November 19, 2021 Disclosed Shanghai Bright Power Semiconductor Co.Ltd(688368) on receipt
<关于 Shanghai Bright Power Semiconductor Co.Ltd(688368) 发行股份及支付现金购买资产并募集配套资金申请文件的审核问询函>
Announcement of (Announcement No.: 2021-088). On December 15, 2021, in view of the many matters involved in the inquiry letter, some of which need to be further supplemented and improved, the company decided to extend it for no more than one month after applying to Shanghai Stock Exchange, that is, reply to the relevant issues of the inquiry letter before January 17, 2022. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com.. CN.) on December 16, 2021 The Shanghai Bright Power Semiconductor Co.Ltd(688368) announcement on delaying the reply to the inquiry letter of Shanghai Stock Exchange (Announcement No.: 2021-090) disclosed. 2、 Reason for suspending audit
The base date of the audited financial data of Lingou Chuangxin is June 30, 2021, and the expiration date of the financial data is December 31, 2021. Due to the expiration of the financial data recorded in the documents of this major asset reorganization, according to Article 51 of the review rules for major asset reorganization of companies listed on the science and Innovation Board of Shanghai Stock Exchange, the company decided to apply to Shanghai stock exchange for suspension of the review of this major asset reorganization. As of the date of this announcement, Shanghai Stock Exchange has agreed to the above application for suspension of examination.
3、 Impact of audit suspension on the company
The suspension of the audit of the company's major asset restructuring will not have a significant adverse impact on the company, and the company's operation is normal. At present, the company is making every effort to promote the process of this major asset restructuring, coordinating various intermediaries to implement the extended audit and reply to the inquiry letter. The company will submit the above materials and reply to the inquiry letter to the Shanghai Stock Exchange within 2 months after the suspension of the audit, and apply for the resumption of the audit.
4、 Risk tips
The issue of shares, the payment of cash to purchase assets and the raising of supporting funds of the company still need to be reviewed by Shanghai Stock Exchange and registered by China Securities Regulatory Commission (hereinafter referred to as "CSRC"). Whether it can pass the review and be registered by CSRC is still uncertain. The company will timely perform the obligation of information disclosure according to the review progress of the matter. Please pay attention to the investment risk.
It is hereby announced.
Shanghai Bright Power Semiconductor Co.Ltd(688368) board of directors January 4, 2022
