Securities code: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Announcement No.: 2022021 Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Announcement on the acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. in cash
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.
Important content tips:
Brief content of transaction:
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as "the company", "the company" and "the listed company") plans to purchase 33.76% of the equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. (hereinafter referred to as "the target company" or "Tianqi Hongyuan") by paying RMB 24 million in cash (the proportion of equity before capital increase, the corresponding capital contribution is RMB 33764772), In addition, with reference to the appraisal and valuation report on the value of all shareholders' equity project of Beijing Tianqi Hongyuan new energy technology Co., Ltd. involved in Jiangsu Tongli Risheng Machinery Co.Ltd(605286) proposed equity acquisition and capital increase (Huachen pingbao Zi (2022) No. 0046) issued by Jiangsu Tianjian Huachen Assets Appraisal Co., Ltd., the overall transaction price after negotiation is RMB 71.8 million, and the capital of Tianqi Hongyuan is increased by RMB 250 million. After the equity transfer and capital increase are completed, The company will hold 51% equity of Tianqi Hongyuan in total (the corresponding capital contribution is 68936410 yuan), and Tianqi Hongyuan will become the holding subsidiary of the company.
This transaction does not constitute a connected transaction
This transaction does not constitute a major asset restructuring
There are no major legal obstacles to this transaction
As of the disclosure date of this announcement, the ownership of the underlying assets is clear, and there is no property right dispute or potential dispute. Except that the shareholder of the underlying company Jiusheng Xihua (Zhuhai) investment partnership (limited partnership) (hereinafter referred to as "Jiusheng Xihua") pledged 15% of its equity to the company, the counterparty legally owns the complete rights of the underlying assets, and there is no other mortgage, guarantee or restriction of rights.
This transaction has been deliberated and approved at the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors of the company, without the approval of the general meeting of shareholders of the company.
Other risk tips
There are some risks in this transaction, such as acquisition and integration risk, loss of core personnel, slow growth, fluctuation or decline of future business performance, increased industry development and competition, project implementation risk, goodwill impairment risk and so on. Please pay attention to the investment risk.
1、 Transaction overview
(I) basic information of this transaction
On October 21, 2021, the second meeting of the second board of directors of the company deliberated and approved the proposal on Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions plan "and its summary. The company plans to transfer part of the equity of Tianqi Hongyuan after the company is completed, Purchase part of the equity of Tianqi Hongyuan held by Beijing Hehui chuangying new energy partnership (limited partnership) (hereinafter referred to as "Hehui chuangying") and Jiusheng Xihua by issuing shares and paying cash until the proportion of Tianqi Hongyuan equity held by the company reaches 51%. For details, see the relevant announcement disclosed by the company on the official website of Shanghai Stock Exchange on October 22, 2021.
After the final negotiation between the parties, the transaction plan of this transaction is adjusted to cash acquisition, that is, through the combination of cash equity transfer and cash capital increase. On March 17, 2022, the company signed the equity transfer agreement, supplementary agreement on equity transfer and capital increase agreement with all shareholders of Tianqi Hongyuan, which met the effective conditions, and purchased 33.76% of the total equity of Tianqi Hongyuan held by Hehui chuangying and Jiusheng Xihua with RMB 24 million (the proportion of equity before capital increase, the corresponding capital contribution is RMB 33764772), In addition, with reference to the appraisal and valuation report on the value of all shareholders' equity project of Beijing Tianqi Hongyuan new energy technology Co., Ltd. involved in Jiangsu Tongli Risheng Machinery Co.Ltd(605286) proposed equity acquisition and capital increase (Huachen pingbao Zi (2022) No. 0046) issued by Jiangsu Tianjian Huachen Assets Appraisal Co., Ltd., the overall transaction price after negotiation is RMB 71.8 million, and the capital of Tianqi Hongyuan is increased by RMB 250 million. After the equity transfer and capital increase are completed, The company will hold 51% equity of Tianqi Hongyuan in total (the corresponding capital contribution is 68936410 yuan).
1. Equity transfer plan
According to the assets appraisal report on the value of all shareholders' equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. involved in Jiangsu Tongli Risheng Machinery Co.Ltd(605286) proposed equity acquisition and capital increase (hcpbz (2022) No. 0046) issued by Jiangsu Tianjian Huachen Assets Appraisal Co., Ltd., as of the benchmark date of appraisal, the evaluated value of all shareholders' equity of Tianqi Hongyuan was 7112943 million yuan, based on the overall transaction price of the subject matter after negotiation of 71.08 million yuan, The total amount of equity contribution of Tianqi Xihe and Hongyuan to be transferred is RMB 24.76 million, with the corresponding proportion of equity increase of RMB 3.76 million to Shengqi Xihe.
Among them, the company has signed the equity transfer agreement on Beijing Tianqi Hongyuan new energy technology Co., Ltd. with Jiusheng Xihua on October 21, 2021, and prepaid RMB 100 million for equity transfer to Jiusheng Xihua; At the same time, as an advance payment guarantee measure, Jiusheng Xihua pledged 15% equity of Tianqi Hongyuan to the company. According to the appraisal value of all shareholders' equity of Tianqi Hongyuan as of the benchmark date, the overall transaction price of Tianqi Hongyuan is 71.8 million yuan, that is, the company transfers 14.07% equity of Tianqi Hongyuan held by Jiusheng Xihua with 100 million yuan (the corresponding capital contribution is 14068655 yuan). After the aforesaid transfer and delivery, the company will release the 15% equity of Tianqi Hongyuan pledged by Jiusheng Xihua to the company.
In addition, the company will transfer 19.70% of the equity of Tianqi Hongyuan held by Hehui chuangying (the corresponding capital contribution is 19696117 yuan) at a price of 140 million yuan according to the above transaction.
After the above transfer is completed, the company will hold 33.76% of the equity of Tianqi Hongyuan in total (the proportion of equity before capital increase is 33764772 yuan).
2. Cash capital increase plan
After the company acquires 33.76% of the equity of Tianqi Hongyuan from Jiusheng Xihua and Hehui chuangying, the company plans to increase the capital of Tianqi Hongyuan by 250 million yuan based on the assessed value of all shareholders' equity of Tianqi Hongyuan as of the benchmark date and the overall transaction price of the subject matter after negotiation of 71.8 million yuan. After the capital increase is completed, The company will hold 51% equity of Tianqi Hongyuan (the corresponding capital contribution is 68936410 yuan, of which the paid in capital contribution is 68936410 yuan), and Tianqi Hongyuan will become the holding subsidiary of the company.
(II) voting at the meeting of the board of directors and opinions of independent directors
The fourth meeting of the second board of directors held on March 17, 2022 deliberated and approved the proposal on terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions, the proposal on Approving the audit report and asset evaluation report of Beijing Tianqi Hongyuan new energy technology Co., Ltd Proposal on cash acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. and proposal on signing agreement on cash acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd.
The independent directors of the company have expressed independent opinions on this matter:
1. Independent opinions on the proposal on terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions:
In view of the adjustment of the trading scheme by the trading parties, the company, after careful study and friendly negotiation with the trading parties, decides to terminate the transaction and purchase the corresponding assets in cash. As this transaction has not been submitted to the general meeting of shareholders for deliberation, and this transaction plan has not officially come into force, the termination of this transaction will not produce relevant liabilities for breach of contract, have no substantive impact on the company, will not have an adverse impact on the company's production and operation activities and financial status, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal on terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions.
2. Approval of the proposal of Beijing Tianqi Energy Technology Co., Ltd. and the independent assets appraisal report of Beijing Hongqi Xinyuan Technology Co., Ltd.:
After carefully reviewing the relevant materials of the proposal, we believe that the audit institution and evaluation institution hired by the exchange have the qualification of securities and futures. The above audit report and asset evaluation report meet the requirements of the measures for the administration of major asset restructuring of listed companies, the articles of association and relevant regulations and normative documents, Therefore, we agree to the proposal on Approving the audit report and asset appraisal report of Beijing Tianqi Hongyuan new energy technology Co., Ltd.
3. Independent opinions on the proposal on cash acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd.:
We believe that this transaction is in line with the company's development strategy. The price of paying cash to purchase assets is based on the evaluation value of the underlying assets on the base date. After friendly negotiation, the transaction price is fair, fair and reasonable. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, nor does it transfer interests to related parties, which will not affect the independence of the company. Therefore, we agree to the proposal on cash acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd.
4. Independent opinions on the proposal on the company signing the agreement on the acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. in cash:
We have carefully reviewed the relevant agreement on the company's acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. in cash. We believe that the contents of the relevant agreement comply with the provisions of the civil code of the people's Republic of China, other relevant laws, regulations, normative legal documents and the articles of association of the company. The relevant transaction terms have been determined through friendly negotiation by all parties and do not harm the company and its shareholders Especially in the case of the interests of minority shareholders, there is no case of transferring interests to related parties. Therefore, we agree to the proposal on the company signing the agreement on cash acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd.
(III) other information
According to the Listing Rules of Shanghai Stock Exchange and the articles of association, this transaction does not need to be submitted to the general meeting of shareholders for deliberation after it is deliberated and adopted at the fourth meeting of the second board of directors of the company.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to counterparty
The board of directors of the company has conducted necessary due diligence on the basic information of all parties to the transaction and their transaction performance ability.
(I) basic information
1. Beijing Hehui chuangying new energy partnership (limited partnership)
Company name: Beijing Hehui chuangying new energy partnership (limited partnership)
Nature of Enterprise Limited Partnership
Date of establishment: December 11, 2020
Executive partner Wang Ye
people
The registered capital is 10 million yuan
Unified social credit 91110106ma01y0lr8c
code
Registered address: No. 1257, floor 101, building 19, District 16, No. 188, South Fourth Ring West Road, Fengtai District, Beijing
Wind power generation; Technology development, technical consultation, technology transfer and technology promotion; business management; Sales of mechanical and electrical equipment; Software development; Information technology consulting services; Computer business scope system services; Power supply (restricted electricity service). (market entities shall independently choose business projects 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.)
Equity structure: Wang Ye (GP) 48.40%, Zhuang Bo 13.20%, LAN Yunpeng 13.20%, Shen Cong 13.20%, other partners 12.00%
(audited) December 31, 2021 / year 2021 (yuan)
Total assets 9202462746
Net assets -602.54
Operating income 0
Net profit -602.54
2. Jiusheng Xihua (Zhuhai) investment partnership (limited partnership)
Company name: Jiusheng Xihua (Zhuhai) investment partnership (limited partnership)
Nature of Enterprise Limited Partnership
Date of establishment: July 29, 2021
Executive partner Beijing Zonghui Yongchuang Technology Co., Ltd
people
The registered capital is 3 million yuan
Unified social credit 91440400ma56wa0e8d
code
Registered address: shop 215-4, No. 1395, Hong Kong Macao Avenue, Hengqin new area, Zhuhai
General projects: investment activities with self owned funds; Technical services, technology development, technical consultation, business scope, technology exchange, technology transfer and technology promotion; Software development; Enterprise management consulting; Socio economic advisory services; Information consulting services (excluding licensed information consulting services). (except for the items subject to approval according to law,
