Securities code: Yunding Technology Co.Ltd(000409) securities abbreviation: Yunding Technology Co.Ltd(000409) Announcement No.: 2022016 Yunding Technology Co.Ltd(000409)
Announcement on non-public offering of shares involving related party transactions
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.
Important:
1. This non-public offering plan still needs to be approved by the competent State-owned Assets Supervision and administration department or its authorized subject, deliberated and approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission ("CSRC"). Whether the non-public offering plan can obtain relevant approval or approval and the time of obtaining relevant approval or approval are uncertain.
2. The company held the 23rd Meeting of the 10th board of directors on March 24, 2022, deliberated and adopted the proposal on related party transactions involving non-public offering of shares of the company. The related party transactions involved in the non-public offering of the company must be submitted to the 2021 annual shareholders' meeting for deliberation and approval, and the related shareholders will avoid voting.
1、 Overview of related party transactions
(I) transaction overview
Yunding Technology Co.Ltd(000409) ("the company") intends to issue non-public shares ("this non-public offering") to the controlling shareholder Shandong Energy Group Co., Ltd. ("shanneng group"). The number of shares in this non-public offering does not exceed 153279347 shares (including this number, which is finally subject to the issuance number approved by the CSRC), The issue price shall not be lower than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date or the higher of the company's latest audited net assets per share attributable to the shareholders of the parent company before this non-public offering. The issuing object is dongshanneng group, the holding stock of the company.
On March 24, 2022, the company signed the share subscription agreement between Yunding Technology Co.Ltd(000409) and Shandong Energy Group Co., Ltd. on the conditional effectiveness of Yunding Technology Co.Ltd(000409) non-public development of shares (the "share subscription agreement").
(II) relationship
This offering is a non-public offering for specific objects, and the issuing object is dongshanneng group, the holding stock of the company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, shanneng group is a related party of the company, and this non-public offering constitutes a related party transaction.
(III) approval procedure
The non-public offering has been deliberated and approved at the 23rd Meeting of the 10th board of directors held on March 24, 2022. The related directors have performed the corresponding withdrawal voting procedures, and the relevant proposals have been voted by the non related directors. Before being submitted to the board of directors for deliberation, the independent directors of the company expressed their prior approval opinions on the related party transactions involved in the non-public offering and agreed to submit the related party transactions to the 23rd Meeting of the 10th board of directors for deliberation. When the board of directors considered the proposals related to the non-public offering, the independent directors unanimously agreed and expressed independent opinions. The company will strictly comply with laws and regulations and the company's internal system to perform the approval procedures of related party transactions. When the general meeting of shareholders considers matters related to this non-public offering, related shareholders need to avoid voting on relevant proposals.
This non-public offering still needs to be approved by the competent State-owned Assets Supervision and administration department or its authorized subject, deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
2、 Overview of related party transactions
(I) basic information of shanneng group
Company name: Shandong Energy Group Co., Ltd
Enterprise type: limited liability company (state-owned holding)
Unified social credit Code: 9137 Konka Group Co.Ltd(000016) 6120002r
Date of establishment: March 12, 1996
Registered address: 19 / F, J3 office building, Gaoxin Wanda, No. 57-1, Gongye South Road, Gaoxin District, Jinan City, Shandong Province, registered capital: 2470 million yuan
Legal representative: Li Wei
Business term: from March 12, 1996 to no fixed term
Business scope: the operation of state-owned assets within the scope of authorization; Carry out investment and management in coal and other resource products, coal power, coal chemical industry, high-end equipment manufacturing, new energy and new materials, modern logistics trade, oil and gas, engineering and technology research and management consulting, high-tech, finance and other industries; Plan, organize and coordinate the production and operation activities of the group's affiliated enterprises in the above industries. Investment consulting; Periodical publishing, installation, opening, maintenance and equipment sales of cable radio and television; Value added telecommunications services within the scope of license approval; Contracting foreign projects within the scope approved by the qualification certificate of foreign contracted projects, and dispatching labor personnel required for the implementation of the above-mentioned overseas projects. (the following is limited to branches): comprehensive utilization of heat and power, heat supply and power generation waste heat; Road transport; Wood processing; Installation and maintenance of water and heating pipes; Catering and hotel; Exploitation and sale of water; Geological prospecting, mining, beneficiation and smelting, processing, sales and technical services of gold, precious metals and non-ferrous metals. Advertising business; Sales of mechanical and electrical products, clothing, textiles and rubber products; Import and export business within the scope of filing; Landscaping; Leasing of houses, land and equipment; Coal, coal chemical industry and coal power aluminum technology development services; Production and sales of building materials and ammonium sulfate (white crystalline powder); Manufacturing, installation, maintenance and sales of mining equipment, electromechanical equipment, complete sets of equipment and spare parts; Decoration; Installation, maintenance and sales of electrical equipment; General parts, mechanical accessories, processing and sales; Sewage treatment and sales of reclaimed water; Real estate development and property management; Sales of daily necessities, handicrafts, metal materials and gas equipment; Railway Freight (self provided in the area) transportation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) structure chart of equity and control relationship
As of the disclosure date of this announcement, the equity and control relationship of the controlling shareholders of the company are as follows:
(III) development of main business
Shanneng group is mainly engaged in coal, coal power, coal chemical industry, high-end equipment manufacturing, new energy and new materials, modern logistics trade and other businesses. The main business operation of shanneng group has been stable in the past three years.
(IV) brief financial and accounting statements of the latest year
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 72286267206851027139
Total liabilities 48410652524588520304
Owner's equity 23875614682262506834
Project from January to September 2021 to 2020
Operating income 62056061676752395595
Operating profit 170778813227765315
Net profit 88890190111786660
Note: the financial data of 2020 are audited data; The financial data from January to September 2021 are unaudited data.
3、 Subject matter of related party transactions
The number of shares in this non-public offering shall not exceed 153279347 (including this number), and shall not exceed 30% of the total share capital of the company before this non-public offering. The final number of shares issued shall be subject to the number of shares approved by the CSRC. Shanneng group plans to fully subscribe for the shares of this non-public offering in cash.
4、 Pricing and principles of related party transactions
The pricing benchmark date of this non-public offering is the date of announcement of the resolution of the 23rd Meeting of the 10th board of directors.
The issuing price of this non-public offering shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date, or the higher of the company's latest audited net assets per share attributable to the shareholders of the parent company before this non-public offering.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the Issuance Date (if the price is fixed according to the latest audited net assets per share attributable to the shareholders of the parent company, then from the latest audited balance sheet date to the issuance date), the issuance price of this non-public offering will 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, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n.
5、 Main contents of related party transaction agreement
On March 24, 2022, the company signed the share subscription agreement with shanneng group. For details, please refer to the announcement of Yunding Technology Co.Ltd(000409) on signing the share subscription agreement with specific objects with effective conditions (Announcement No.: 2022017) disclosed by the company on the same day.
6、 Other arrangements involving connected transactions
This non-public offering does not involve other arrangements for related party transactions.
7、 Purpose of related party transactions and its impact on the company
(I) purpose of this non-public offering
1. Replenish working capital to meet business development needs
The company complies with the industry trend of vigorously promoting the intelligent construction of coal mines, focuses on industrial Internet services and intelligent construction, develops in depth in the field of information technology services and coal gasification professional technical services, and provides customers with full life-cycle services integrating system R & D, design, implementation, operation and maintenance. The rapid development and scale expansion of the main business need sufficient financial support.
The company plans to use the funds raised from this non-public offering to supplement working capital, meet the capital needs of main business development, provide support for product upgrading and technology development, and provide guarantee for the stable and healthy development of main business.
2. Repay the company's debts and reduce financial risks
The company plans to use part of the funds raised from this non-public offering to repay debts, which can effectively reduce the asset liability ratio, improve the solvency, optimize the asset liability structure, reduce financial risks, and improve the company's anti risk ability and sustainable operation ability.
3. Increase the shareholding ratio of controlling shareholders and consolidate control
Before this non-public offering, the controlling shareholder dongshanneng group held 85356551 shares of the company, accounting for 16.71% of the total share capital of the company, with a relatively low shareholding ratio. By fully subscribing for the non-public offering, the control of shanneng group will be consolidated. Shanneng group can make use of many years of operation and management experience and resource advantages to better support the company's business development, promote the company to become bigger and stronger in the field of Internet and intelligent construction of coal industry, and realize the sustainable and stable development of the company.
(II) impact of this non-public offering on the company
This non-public offering can provide necessary financial support for the company's business development, effectively alleviate the company's capital pressure, enhance its operating capacity, and is conducive to the company's long-term sustainable development.
8、 The total amount of various related party transactions with the related party from the beginning of the year to the announcement date
From January 1, 2022 to the disclosure date of this announcement, the total amount of various related party transactions between the company and shanneng group (including other related parties controlled by or controlled by shanneng group) has been 1043636 million yuan (excluding this related party transaction).
9、 Opinions of independent directors
(I) prior approval opinions of independent directors
After carefully reviewing the relevant proposals, we believe that the matters involving related party transactions in the company's non-public offering of shares comply with the provisions of relevant laws, regulations, normative documents and Yunding Technology Co.Ltd(000409) articles of association, in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders.
We agree to the related party transactions involved in this non-public offering and agree to submit the proposal involving related party transactions in this non-public offering to the 23rd Meeting of the 10th board of directors of the company for deliberation.
(II) independent opinions expressed by independent directors
After carefully reviewing the relevant proposals, we believe that the voting procedures of the related party transactions involved in the company's non-public offering of shares comply with the provisions of laws, regulations, rules, normative documents and Yunding Technology Co.Ltd(000409) articles of association. The transaction pricing method is fair and fair. The implementation of the related party transactions is conducive to the development of the company, in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
In conclusion, we agree that the company's non-public offering of shares involves related party transactions, and agree to submit relevant proposals to the 2021 annual general meeting of shareholders for deliberation.
10、 Documents for future reference
(I) the share subscription agreement on the conditional effectiveness of Yunding Technology Co.Ltd(000409) non-public offering of shares;
(II) Yunding Technology Co.Ltd(000409) the resolution of the 23rd Meeting of the 10th board of directors;
(III) Yunding Technology Co.Ltd(000409) the resolution of the 11th meeting of the 10th board of supervisors;
(IV) yundingke
