Huaming Power Equipment Co.Ltd(002270)
Detailed equity change report
Name of listed company: Huaming Power Equipment Co.Ltd(002270)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Huaming Power Equipment Co.Ltd(002270)
Stock Code: Huaming Power Equipment Co.Ltd(002270)
Information disclosure obligor: Shanghai Huaming Power Equipment Group Co., Ltd
Domicile / mailing address: No. 977, Tongpu Road, Putuo District, Shanghai
Acting in concert: Shanghai Huaming Power Development Co., Ltd
Address: Building 1 and building 2, No. 333, Haiyang 1st Road, Lingang New Area, China (Shanghai) pilot Free Trade Zone
Mailing address: No. 977, Tongpu Road, Putuo District, Shanghai
Nature of change in equity of shares: increase in the number of shares (persons acting in concert subscribe for Huaming Power Equipment Co.Ltd(002270) non-public shares)
Date of signature: March, 2022
statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. 1、 The information disclosure obligors are in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “acquisition measures”) issued by the China Securities Regulatory Commission, and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity (hereinafter referred to as the “Standards No. 15”) This report is prepared in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies (hereinafter referred to as “Standards No. 16”) and other relevant laws, regulations and departmental rules.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this equity change report. Its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 This report has fully disclosed the changes in shares in which the information disclosure obligor has an interest in Huaming Power Equipment Co.Ltd(002270) . As of the signing date of this report, except for the information published and disclosed in this report, the above information disclosure obligor has not increased or reduced its shares in Huaming Power Equipment Co.Ltd(002270) in any other way.
4、 This equity change of the information disclosure obligor has been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. In the case that the affiliated shareholders avoided voting, the first extraordinary general meeting of shareholders in Huaming Power Equipment Co.Ltd(002270) 2021 deliberated and adopted the proposal on requesting the general meeting of shareholders to approve the controlling shareholders and their persons acting in concert to be exempted from holding more shares of the company by offer. Huaming development subscribed for the shares of Huaming Power Equipment Co.Ltd(002270) this non-public offering and promised not to transfer them within 36 months from the date of the end of this non-public offering. The tender offer obligation triggered by Huaming development’s subscription of Huaming Power Equipment Co.Ltd(002270) non-public issued shares meets the conditions specified in Article 63 of the measures for the administration of the acquisition of listed companies and may be exempted from making an offer.
5、 This shareholding change is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor and its persons acting in concert promise that there are no false records, misleading statements or major omissions in this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
interpretation…… five
Section 1 Introduction to information disclosure obligors and persons acting in concert six
1、 Basic information six
2、 Equity and control relationship of information disclosure obligors and persons acting in concert seven
3、 Brief description of the main business and financial status of the information disclosure obligor and its concerted actors IV. litigation, arbitration and major punishment involved by the information disclosure obligor and its persons acting in concert in the last five years ten
5、 Information on directors, supervisors and senior managers of information disclosure obligors and persons acting in concert Vi. information disclosure obligors, persons acting in concert and actual controllers have interests in other listed companies at home and abroad
The shares of the company reach or exceed 5% of the issued shares of the company twelve
7、 Description of the relationship between the information disclosure obligor and its persons acting in concert twelve
Section II purpose of equity change and shareholding plan thirteen
1、 The purpose of this equity change thirteen
2、 Shareholding plan in the next 12 months fourteen
3、 Relevant procedures performed in this equity change fourteen
Section III method of equity change fifteen
1、 Information disclosure obligors and persons acting in concert have interests in listed companies fifteen
2、 The main contents of this acquisition agreement fifteen
3、 Restrictions on the rights of shares of listed companies held by information disclosure obligors and persons acting in concert and other arrangements eighteen
4、 Approval procedures for this equity change eighteen
Section IV source of funds nineteen
Section V exemption from making an offer twenty
1、 Matters and reasons for exemption from making an offer twenty
2、 The equity structure of listed companies before and after this equity change twenty
Section VI follow up plan 21 I. changing the main business of the listed company or making major adjustments to the main business of the listed company in the next 12 months
Plan 21 II. Sell, merge and cooperate with others in the assets and businesses of the listed company or its subsidiaries in the next 12 months
A plan for investment or cooperation, or a restructuring plan for a listed company to purchase or replace assets twenty-one
3、 Adjustment of directors, supervisors and senior managers of the listed company twenty-one
4、 Amendment plan of the articles of association of listed companies twenty-one
5、 Employee employment plan twenty-two
6、 Major adjustment plan for dividend policy of listed companies twenty-two
7、 Other plans that have a significant impact on the business and organizational structure of the listed company twenty-two
Section VII analysis of the impact on listed companies twenty-three
1、 Impact on the independence of listed companies twenty-three
2、 Impact on horizontal competition of listed companies twenty-three
3、 Impact on related party transactions of listed companies twenty-four
Section 8 major transactions with listed companies 25 I. The relationship between the information disclosure obligor and the listed company and its subsidiaries within 24 months before the signing date of this report
Big deal 25 II. The information disclosure obligor shall cooperate with the directors, supervisors and senior managers of the listed company within 24 months before the signing date of this report
Major transactions between managers twenty-five
3、 Compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced twenty-five
4、 Other contracts, tacit understandings or arrangements being signed or negotiated that have a significant impact on the listed company twenty-five
Section 9 trading of shares of Listed Companies in the first six months twenty-six
1、 Information disclosure obligors and persons acting in concert buy and sell shares of listed companies 26 II. Sale of directors, supervisors, senior managers and immediate family members of the information disclosure obligor and its persons acting in concert
Information about the shares of listed companies twenty-six
Section 10 financial information of information disclosure obligors and persons acting in concert twenty-seven
1、 Financial information of the information disclosure obligor twenty-seven
2、 Financial information of the information disclosure obligor acting in concert thirty
Section 11 other major matters thirty-one
Section 12 documents for future reference thirty-two
1、 Directory of documents for future reference thirty-two
2、 Location for future reference thirty-two
interpretation
In this report, unless otherwise specified, the following words have the following specific meanings:
The report and detailed equity change refer to Huaming Power Equipment Co.Ltd(002270) detailed equity change report
Report
Company, listed company and Huaming decoration refer to Huaming Power Equipment Co.Ltd(002270)
prepare
Information disclosure obligor and huamingji refer to Shanghai Huaming Power Equipment Group Co., Ltd
group
Acting in concert, Huaming development refers to Shanghai Huaming Power Development Co., Ltd
Object of this non-public offering
This issuance and this non-public development refers to the non-public issuance of no more than 136986301 ordinary shares of RMB by Huaming Power Equipment Co.Ltd(002270) to Huaming development
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – Acquisition report of listed companies
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Co., Ltd
RMB / thousand yuan / ten thousand yuan / hundred million yuan refers to RMB / thousand yuan / ten thousand yuan / hundred million yuan
Note: if there is a tail difference between the sum of individual data and the total amount of relevant data in this report, it is caused by rounding.
Section I Introduction to information disclosure obligors and persons acting in concert
1、 Basic information
(I) basic information of information disclosure obligor
Company name: Shanghai Huaming Power Equipment Group Co., Ltd
Legal representative: Xiao riming
Registered capital: 50 million yuan
Date of establishment: September 4, 2003
Address: No. 977, Tongpu Road, Putuo District, Shanghai
Unified social credit Code: 91310000754313759c
Company type: limited liability company (invested or controlled by natural person)
The scope of business includes: enterprise image planning, computer engineering and consulting, computer engineering and information management, enterprise image consulting, computer engineering and information system development, computer engineering and information management, enterprise image consulting, enterprise image management, enterprise image consulting, computer engineering and information system management, Real estate development, self owned house leasing. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Business term: September 4, 2003 to September 3, 2033
Mailing address: No. 977, Tongpu Road, Putuo District, Shanghai
Tel: 02152708966
(II) basic information of persons acting in concert
Company name: Shanghai Huaming Power Development Co., Ltd
Legal representative: Xiao riming
The registered capital is 20 million yuan
Date of establishment: January 26, 2021
Address: Building 1 and building 2, No. 333, Haiyang 1st Road, Lingang New Area, China (Shanghai) pilot Free Trade Zone
Unified social credit code 91310000ma1h3hpj1b
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
General projects: research and development of efficient and energy-saving technologies in the power industry; Sales of power facilities and equipment; Enterprise management consulting; Corporate image planning; Marketing planning; Information consulting services (excluding licensed information consulting services); Information system integration service; Business scope of computer system services; Software development; Wholesale of computer software, hardware and auxiliary equipment; Computer software
