Securities code: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Announcement No.: 2022020 Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Announcement on terminating the issuance of shares and paying cash to purchase assets, raising supporting funds and changing it into cash to purchase equity
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.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as “the company”, “the company” and “the listed company”) originally planned to acquire 51% of the shares of Beijing Tianqi Hongyuan new energy technology Co., Ltd. (hereinafter referred to as “the target company” or “Tianqi Hongyuan”) by issuing shares and paying cash to purchase assets (hereinafter referred to as “the transaction”), and the listed company planned to raise matching funds by non-public offering shares to no more than 35 specific investors, The total amount of supporting funds raised shall not exceed 100% of the transaction price of assets purchased by issuing shares in this transaction.
In order to improve the transaction efficiency, reduce the transaction cost, better promote the achievement of the acquisition and improve the driving force for the continuous growth of the performance of the target company after the acquisition, after careful consideration and full demonstration and negotiation with the counterparty and relevant intermediaries for the purpose of safeguarding the interests of all shareholders. The company decided to terminate the issuance of shares and pay cash to purchase assets, and changed to acquire 51% equity of Tianqi Hongyuan in cash.
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 and the proposal on cash acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. the specific matters are hereby announced as follows:
1、 The basic information of the planned issuance of shares and the payment of cash for the purchase of assets
The company held the second meeting of the second board of directors on October 21, 2021, 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 overall plan of this transaction consists of equity transfer, issuing shares, paying cash to purchase assets and raising supporting funds:
1. The listed company advances 100 million yuan of equity transfer payment to Jiusheng Xihua (Zhuhai) investment partnership (limited partnership) (hereinafter referred to as “Jiusheng Xihua”). After the audit and asset evaluation results of Beijing Tianqi Hongyuan new energy technology Co., Ltd. are determined, both parties will determine the specific proportion corresponding to the equity transfer based on the above asset evaluation results, and deliver the equity calculated according to this proportion, Not on the premise of issuing shares, paying cash and raising supporting funds.
2. After the completion of the above equity transfer and delivery, the listed company plans to issue shares and pay cash to Beijing Hehui chuangying new energy partnership (limited partnership) (hereinafter referred to as “Hehui chuangying”) and Jiusheng Xihua to purchase some equity of Tianqi Hongyuan. At the same time, the listed company plans to raise supporting funds by non-public offering of shares to no more than 35 specific investors, The total amount of supporting funds raised shall not exceed 100% of the transaction price of assets purchased by issuing shares in this transaction.
After the completion of this acquisition, the company will hold 51% equity of Tianqi Hongyuan.
2、 The company’s main work during the period of promoting the planned issuance of shares and paying cash to purchase assets
In strict accordance with the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”), the company organized relevant parties to actively promote the work related to the issuance of shares and the payment of cash for the purchase of assets, and the company timely fulfilled the obligation of information disclosure in strict accordance with the relevant laws and regulations, And fully prompt and disclose the uncertainty and risk of relevant matters. The main work is listed as follows:
1. Due to this transaction, according to the relevant regulations of Shanghai Stock Exchange and upon the application of the company, the trading of the company’s shares (Securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) ; securities code: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) ) will be suspended from the opening of the market on October 8, 2021, and the suspension time is expected to be no more than 10 trading days. For details, please refer to the suspension notice on planning major asset restructuring (Announcement No.: 2021043) disclosed by the company on October 8, 2021. 2. On October 21, 2021, the company held the second meeting of the second board of directors and the second meeting of the second board of supervisors, which respectively 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 purchase 51% equity of Tianqi Hongyuan by issuing shares and paying cash, For details, please refer to the announcement on the resolution of the second meeting of the second board of directors (Announcement No.: 2021047), the plan for Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raise supporting funds and related party transactions and its abstract disclosed by the company on October 22, 2021. Upon application to Shanghai Stock Exchange, the trading of the company’s shares will resume from the opening of the market on October 22, 2021.
3. On November 4, 2021, the company received the inquiry letter on the information disclosure of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions plan from Shanghai Stock Exchange (szgh [2021] No. 2851, hereinafter referred to as the “inquiry letter”), For details, see the announcement on receiving the inquiry letter on information disclosure of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions plan of Shanghai Stock Exchange (Announcement No.: 2021057) disclosed by the company on November 5, 2021.
After receiving the inquiry letter, the company immediately organizes relevant parties and intermediaries to jointly implement the problems and requirements involved in the inquiry letter one by one. In view of the ongoing audit and evaluation work related to the relevant matters in the inquiry letter, some matters and data need to be further verified and supplemented, and it is temporarily impossible to reply and disclose them within the specified time. Upon application to the Shanghai Stock Exchange, the company postponed the reply to the inquiry letter. For details, see the announcement on delaying the reply to the inquiry letter of Shanghai Stock Exchange (Announcement No.: 2021059) disclosed by the company on November 12, 2021.
On November 29, 2021, the company replied to the inquiry letter on the information disclosure of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raising supporting funds and related party transaction plan of Shanghai Stock Exchange (szgh [2021] No. 2851), For details, please refer to the reply announcement to the inquiry letter of Shanghai Stock Exchange on the information disclosure of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions plan disclosed by the company on November 29, 2021 (Announcement No.: 2021062).
4. On November 22, 2021, December 22, 2021, December 23, 2021, January 22, 2022 and February 22, 2022, the company disclosed the progress announcement on issuing shares, paying cash to purchase assets and raising supporting funds respectively Announcement on the progress of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and supplementary announcement on the progress of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (see the company’s announcement, Announcement No.: 2021061, 2021063, 2021064, 2022004 and 2022007 for details).
3、 Reasons for terminating and changing the trading scheme
The company originally planned to purchase 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. and raise supporting funds by issuing shares and paying cash. In order to improve the transaction efficiency, reduce the transaction cost, better promote the achievement of the acquisition and enhance the driving force for the continuous growth of the performance of the target company after the acquisition, based on the purpose of safeguarding the interests of all shareholders, after careful consideration and full demonstration and consultation with the counterparty and relevant intermediaries, the company decided to terminate the issuance of shares and pay cash to purchase assets and change to pay cash to purchase 51% of the equity of Tianqi Hongyuan.
4、 The impact of the termination and change of the transaction scheme on the company and subsequent relevant arrangements
(I) the impact of the termination and change of the trading scheme on the company
The termination and change of the transaction plan is conducive to improving the transaction efficiency and reducing the transaction cost. It is based on the consideration of safeguarding the interests of all shareholders and reducing the risk of goodwill impairment as much as possible. It is in line with the actual situation of the company. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, and will not have a significant adverse impact on the operation of the company.
(II) follow up work arrangement
As of the disclosure date of this announcement, as the audit institution of this transaction, Tianheng Certified Public Accountants (special general partnership) with business qualification related to securities and futures hired by the company has audited the financial statements of the target company in 2020 and 2021, and issued the standard unqualified audit report (Tianheng Shenzi (2022) No. 00251). The company has hired Jiangsu Tianjian Huachen Asset Appraisal Co., Ltd., which is qualified for securities and futures related business, as the asset appraisal institution of this transaction and issued the asset appraisal report on the value of all rights and interests of shareholders 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). The company has held another meeting of the board of directors to consider matters related to this transaction. For details, see the announcement on cash acquisition of 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. disclosed on the official website of Shanghai Stock Exchange.
It is hereby announced.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) board of directors March 19, 2022
