Securities code: Chengxin Lithium Group Co.Ltd(002240) securities abbreviation: Chengxin Lithium Group Co.Ltd(002240) Announcement No.: 2022018 Chengxin Lithium Group Co.Ltd(002240)
Suggestive announcement on changes in shareholders' equity
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
● this equity change was caused by the company's non-public offering of A-Shares to Byd Company Limited(002594) without involving tender offer.
● this equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
● this non-public offering still needs to be reviewed and approved by the general meeting of shareholders and the CSRC. There is uncertainty about whether the non-public offering can obtain relevant approval or approval, and the time when the company obtains relevant approval or approval on the above matters is also uncertain. Please pay attention to the relevant risks.
1、 Basic information of this equity change
Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as " Chengxin Lithium Group Co.Ltd(002240) " or "the company") held the 33rd meeting of the seventh board of directors on March 22, 2022, and deliberated and approved the proposal related to the company's non-public offering of A-Shares in 2022.
The non-public offering (hereinafter referred to as the "one-time offering") is the object of the non-public offering Byd Company Limited(002594) is a strategic investor to be introduced by the company. Its basic information is as follows:
Company name Byd Company Limited(002594)
Unified social credit code 91440 Suzhou Kingswood Education Technology Co.Ltd(300192) 317458f
Legal representative: Wang Chuanfu
The registered capital is 2911142855 yuan
Registered address: No. 1, Yan'an Road, Kuiyong street, Dapeng new area, Shenzhen
Date of establishment: February 10, 1995
Business scope: lithium ion batteries and other batteries, chargers, electronic products, instruments and meters, flexible circuit boards, hardware products, liquid crystal displays, mobile phone parts, molds and plastics
Production and sales of products and related accessories; Research and development, production and sales of 3D glasses and GPS navigation products; Import and export of goods and technologies (excluding distribution and state exclusive commodities); As the general distributor of Byd Company Limited(002594) brand passenger cars and electric vehicles of Byd Company Limited(002594) Automobile Co., Ltd., engage in the marketing, wholesale and export of passenger cars, electric vehicles and their parts of the above brands, and provide after-sales services; Sales of battery management system, converter cabinet, inverter cabinet / inverter, combiner box, switch cabinet and energy storage unit; R & D and sales of automotive electronic devices; Research and development of key parts and components of new energy vehicles and research, development and sales of key parts and components of the above parts and components; R & D, design and sales of rail transit transportation equipment (including rail transit vehicles, construction machinery, various electromechanical equipment, electronic equipment and parts, electronic and electrical parts, rail transit signal system, communication and integrated monitoring system and equipment) Leasing and after-sales service (for commodities that do not involve state-owned trade management, but involve quota, license management and other special management, the application shall be handled in accordance with the relevant provisions of the state); R & D, design and sales of track beams and columns; Lease of self owned property (the property is located in Byd Company Limited(002594) Industrial Park, No. 1 Yan'an Road, Kwai Chung street, Dapeng new area and Byd Company Limited(002594) Industrial Park, No. 3001 Baohe Road, Baolong Industrial City, Longgang street, Longgang District); Advertising design, production, agency and release; Information and technology consulting and technical services.
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors of the company on this non-public offering. The issuing price of this non-public offering is 42.99 yuan / share, which is no less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date). In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date, the issuance price shall be adjusted accordingly.
The number of shares in this non-public offering shall not be less than 46522448 shares (including this number) and not more than 69783670 shares (including this number), not more than 30% of the total share capital of the company before the offering and not less than 5% of the total share capital of the company after the offering, and shall be subject to the approval document of the CSRC on this offering.
If the company's shares have ex rights matters such as share distribution and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date, the number of shares in this non-public offering will be adjusted accordingly.
Byd Company Limited(002594) the shares subscribed for this non-public offering shall not be transferred within 36 months from the date of completion of this non-public offering.
2、 Details of this equity change
Before this transaction, the controlling shareholder of the company was Shenzhen shengtun Group Co., Ltd. and the actual controller was Mr. Yao xiongjie. As of the disclosure date of this announcement, the total share capital of the company is 865349955 shares, and the actual controller Mr. Yao xiongjie and his concerted action directly or indirectly hold 251698583 shares of the company, accounting for 29.09% of the total share capital Byd Company Limited(002594) does not hold shares of the company.
After the completion of this non-public offering, Byd Company Limited(002594) intends to subscribe for no less than 46522448 shares (including this number) and no more than 69783670 shares (including this number).
The changes in relevant shareholders' equity after the non-public offering of shares are as follows:
After this non-public offering
Before the non-public offering, 46522448 shares were issued and 69783670 shares were calculated
Shareholding quantity shareholding ratio shareholding quantity shareholding ratio shareholding quantity shareholding ratio (share) (%) (share) (%) (share) (%)
Yao xiongjie
Sheng and his first 25169858329.0925169858327.6025169858326.92
Byd Company Limited(002594) - - 46,522448 5.10 69,783670 7.46
After the completion of this non-public offering, the actual controller, Mr. Yao xiongjie, and the persons acting in concert directly or indirectly hold no less than 26.92% of the company's shares, and Yao xiongjie is still the actual controller of the company. Therefore, this non-public offering will not change the control of the company.
After the above equity changes, the proportion of Byd Company Limited(002594) holding the company's equity is only a schematic calculation, and the final shareholding proportion must be determined after the completion of the company's non-public offering.
3、 Main contents of conditional effective share subscription agreement
On March 22, 2022, the company and Byd Company Limited(002594) signed the share subscription agreement between Chengxin Lithium Group Co.Ltd(002240) and Byd Company Limited(002594) on the conditional entry into force of Chengxin Lithium Group Co.Ltd(002240) non-public Development Bank A shares and the strategic cooperation agreement on the conditional entry into force of Chengxin Lithium Group Co.Ltd(002240) non-public Development Bank A shares. For details, please refer to the company's website at Shenzhen Stock Exchange（ http://www.szse.cn./ ）Relevant announcements of disclosure.
4、 Other matters
This equity change is caused by the company's non-public offering of A-Shares to Byd Company Limited(002594) without involving tender offer.
This equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
Matters related to this non-public offering of shares can only be implemented after the deliberation and approval of the company's general meeting of shareholders and the approval of the CSRC.
There is uncertainty about whether the scheme of this issuance can be approved or approved and the time of obtaining relevant approval or approval. Please pay attention to the investment risk.
It is hereby announced.
Chengxin Lithium Group Co.Ltd(002240) board of directors
March 22, 2002
