Securities code: Yunding Technology Co.Ltd(000409) securities abbreviation: Yunding Technology Co.Ltd(000409) Announcement No.: 2022018 Yunding Technology Co.Ltd(000409)
Proposal to the general meeting of shareholders to approve the exemption of controlling shareholders from tender offer
Suggestive announcement on increasing shares of the company
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Yunding Technology Co.Ltd(000409) (“the company”) intends to raise funds by non-public offering of shares to Shandong Energy Group Co., Ltd. (“shanneng group”) (“this non-public offering”). The company held the 23rd Meeting of the 10th board of directors on March 24, 2022, deliberated and adopted the proposal on submitting to the general meeting of shareholders for approval of Shandong Energy Group Co., Ltd. from increasing its shares by tender offer and other proposals related to the company’s non-public offering. The above proposals need to be submitted to the general meeting of shareholders for deliberation.
Before this non-public offering, shanneng group held 85356551 shares of the company and was the controlling shareholder of the company. According to the calculation of the upper limit of 153279347 shares in this non-public offering, the total share capital of the company will reach 664210505 shares after the completion of this non-public offering. Shanneng group directly holds 238635898 shares of the company, accounting for 35.93% of the total share capital of the company. The proportion of shares held by shanneng group will exceed 30%. The final subscription quantity is determined based on the final issuance quantity approved by China Securities Regulatory Commission. Therefore, shanneng group’s subscription of the company’s shares in this non-public offering triggered the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies.
According to Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, and the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, Relevant investors may be exempted from making an offer. Shanneng group has promised that its subscribed shares shall not be transferred within 36 months from the end of this non-public offering. After the approval of the non affiliated shareholders of the general meeting of shareholders of the company, shanneng group’s acquisition of new shares issued by the listed company in this non-public offering complies with the exemption from making an offer stipulated in Article 63 of the administrative measures for the acquisition of listed companies.
The board of directors of the company will submit to the general meeting of shareholders for deliberation and approval, and dongshanneng group, the company’s controlling share, will be exempted from making an offer. The non-public offering involves related party transactions. The related directors have avoided voting, and the independent directors have expressed their prior approval and independent opinions, which need to be deliberated and approved by the general meeting of shareholders. At that time, the related shareholders will avoid voting at the general meeting of shareholders.
It is hereby announced.
Yunding Technology Co.Ltd(000409) board of directors
March 24, 2022
