Securities code: Chengxin Lithium Group Co.Ltd(002240) securities abbreviation: Chengxin Lithium Group Co.Ltd(002240) Announcement No.: 2022014 Chengxin Lithium Group Co.Ltd(002240)
Announcement on signing a conditional effective share subscription agreement and related party transactions with the subscription object
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.
1、 Overview of related party transactions
1. On March 22, 2022, Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as ” Chengxin Lithium Group Co.Ltd(002240) ” or “the company”) and Byd Company Limited(002594) (hereinafter referred to as ” Byd Company Limited(002594) “) signed the share subscription agreement on the conditional effectiveness of Chengxin Lithium Group Co.Ltd(002240) non-public development of a shares. The company intends to adopt the method of non-public development of a shares, To Byd Company Limited(002594) issue not less than 46522448 shares (including the number) and not more than 69783670 shares (including the number), the number of shares issued shall not exceed 30% of the total share capital of the company before the non-public offering and not less than 5% of the total share capital of the company after the offering, and the issue price shall be 42.99 yuan / share (not less than 80% of the average share price of the company in the 20 trading days before the announcement of the resolution of the board of directors of the non-public offering). The total amount of funds (including issuance expenses) to be raised in this non-public offering of shares shall not exceed 300 million yuan (including this amount). The net amount of funds raised after deducting issuance expenses will be used to supplement working capital and repay debts.
2. Before the completion of this offering, Byd Company Limited(002594) has no relationship with the company. After the completion of this offering, Byd Company Limited(002594) is expected to hold more than 5% of the shares of the company. According to the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, Byd Company Limited(002594) has become a related party of the company. Therefore Byd Company Limited(002594) participates in the subscription of the company’s non-public offering, which constitutes a related party transaction with the company. After the completion of this offering, Byd Company Limited(002594) and its subsidiaries will conduct business cooperation with the company, such as product purchase and sales, which will constitute related party transactions with the company.
3. The company held the 33rd meeting of the 7th board of directors on March 22, 2022, and deliberated and adopted the related party transactions with 7 affirmative votes, 0 negative votes and 0 abstention votes. The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this matter. This connected transaction can only be implemented after the deliberation and approval of the company’s general meeting of shareholders and the approval of China Securities Regulatory Commission.
2、 Basic information of related parties
(I) basic information
Company name: Byd Company Limited(002594)
Unified social credit Code: 91440 Suzhou Kingswood Education Technology Co.Ltd(300192) 317458f
Legal representative: Wang Chuanfu
Registered capital: 2911142855 yuan
Registered address: No. 1, Yan’an Road, Kuiyong street, Dapeng new area, Shenzhen
Date of establishment: February 10, 1995
Main business: Byd Company Limited(002594) mainly engaged in automobile business including new energy vehicles and traditional fuel vehicles, mobile phone parts and assembly business, secondary rechargeable battery and photovoltaic business, and actively expand the business field of urban rail transit.
(II) equity structure
As of September 30, 2021, the shareholding of the top 10 shareholders of Byd Company Limited(002594) is as follows:
No. shareholder name shareholder nature shareholding proportion shareholding number at the end of the reporting period
(%) (shares)
1 HKSCC nominees overseas legal person 28.74% 822377147 (Note 1) Limited
2 Wang Chuanfu domestic natural person 17.95% 513623850 (Note 2)
3. 8.36% of natural persons in LV Xiangyang 239228620
BERKSHIRE
Hathaway energy (original)
4 MidAmerican overseas legal persons 7.86% 225000000
ENERGY HOLDINGS
COMPANY)
5. Non state owned legal person in Rongjie Investment Holding Group Co., Ltd. 5.42% 155149602
department
6 natural persons in xiazuo 2.97% 84929660 (Note 3)
7 Hong Kong Central Clearing Company Limited overseas legal person 2.15% 61505667
8 Wang nianqiang natural person 0.64% 18299740
State owned legal person of Central Huijin Asset Management Co., Ltd
9 Ren company 0.54% 15380200
10 Zhang Wei domestic natural persons 0.38% 10999900
Note 1: this number includes 1000000 H shares held by Mr. Wang Chuanfu and 195000 H shares and 305000 H shares held by Mr. Xia Zuoquan and his overseas company sign Investments Limited respectively;
Note 2: this number does not include 1000000 H shares held by Mr. Wang Chuanfu; This figure does not include 3727700 A shares held by Mr. Wang Chuanfu through e fund asset Byd Company Limited(002594) increased holding of No. 1 asset management plan;
Note 3: this figure does not include 195000 H shares and 305000 H shares held by Mr. Xia Zuoquan and his holding overseas company sign Investments Limited respectively.
Byd Company Limited(002594) the controlling shareholder and actual controller is Mr. Wang Chuanfu.
(III) main financial data
The main financial data of Byd Company Limited(002594) in the latest year and the first period are shown in the table below:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 25186088502010173210
Total liabilities 16067806801365634090
Total owner’s equity 911828170644539120
Project from January to September 2021 to 2020
Operating income 14519235801565976910
Net profit 3296543060139630
Net profit attributable to all 2443112042342670 of the parent company
Note: the above data comes from the annual report of Byd Company Limited(002594) 2020 and the third quarter report of 2021.
(IV) description of relationship
Before the completion of this offering, Byd Company Limited(002594) has no relationship with the company. After the completion of this offering, Byd Company Limited(002594) is expected to hold more than 5% of the shares of the company. According to the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, Byd Company Limited(002594) has become a related party of the company. Therefore Byd Company Limited(002594) participates in the subscription of the company’s non-public offering, which constitutes a related party transaction with the company. After the completion of this offering, Byd Company Limited(002594) and its subsidiaries will conduct business cooperation with the company, such as product purchase and sales, which will constitute related party transactions with the company.
(V) performance capability analysis
Byd Company Limited(002594) as a listed company and a leading manufacturer of China’s own brand automobile, it exists and operates normally according to law and has good performance ability.
3、 Basic information of related party transactions
The subject matter of this connected transaction is the non-public issuance of domestic listed RMB common shares (A shares) of the company, with a par value of RMB 1.00 per share Byd Company Limited(002594) subscribe for the shares in this non-public offering in cash, and the total amount of funds raised in this non-public offering shall not exceed RMB 300 million. The number of shares in this non-public offering of the company is not 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 resolution date of the board of directors of this non-public offering and not less than 5% of the total share capital of the company after the issuance. If there are bonus shares, capital reserve converted into share capital If the total share capital of the company changes due to share repurchase, cancellation and other reasons, the number of shares issued this time will be adjusted accordingly.
4、 Pricing policy and basis of related party transactions
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 dividend 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 adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, D is the cash dividend paid per share, and N is the number of bonus shares or converted into share capital per share.
5、 Main contents of related party transaction agreement
On March 22, 2022, the company (Party A) and Byd Company Limited(002594) (Party B) signed the conditional effective share subscription agreement, the main contents of which are as follows:
(I) contract subject and signing time
Party A (issuer): Chengxin Lithium Group Co.Ltd(002240)
Party B (strategic investor): Byd Company Limited(002594)
Signed on: March 22, 2022
(II) subscription quantity
The number of non-public shares issued by Party A this time shall not exceed 259604986 shares (including this number), and shall not exceed 30% of the total share capital of Party A before this issuance.
After the non-public offering is approved by the CSRC, Party B intends to subscribe for the non-public offering in an amount of not less than 2 million yuan and not more than 300 million yuan (hereinafter referred to as the “subscription amount”), and the number of shares subscribed by Party B for Party A’s non-public offering (hereinafter referred to as the “subscription amount”) shall be determined by dividing the subscription amount by the issue price per share of the non-public offering, The subscription amount shall not be less than 46522448 shares (including this number) and not more than 69783670 shares (including this number), and not less than 5% of Party A’s total share capital after non-public offering.
If Party A’s shares have ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing base date to the issuance date, the above subscription quantity will be adjusted accordingly.
Party A and Party B may, according to the market conditions and relevant rules, perform the decision-making procedures and information disclosure obligations (one party shall notify the other party in advance before information disclosure), negotiate and sign a supplementary agreement, adjust the issuance price per share of this non-public offering, and adjust the subscription quantity accordingly.
(III) subscription price
The pricing benchmark date of Party A’s non-public offering is the announcement date of the resolution of the 33rd meeting of the seventh board of directors of Party A.
The price at which Party B subscribes Party A’s non-public offering shares is 42.99 yuan / share (hereinafter referred to as the “subscription price”), which is not less than 80% of the average trading price of Party A’s shares on the 20 trading days before the pricing base date (the average trading price of Party a’s shares on the 20 trading days before the pricing base date = the total trading volume of Party A’s shares on the 20 trading days before the pricing base date / the total trading volume of Party A’s shares on the 20 trading days before the pricing base date).
If Party A shares
