Securities code: Yunding Technology Co.Ltd(000409) securities abbreviation: Yunding Technology Co.Ltd(000409) Announcement No.: 2022017 Yunding Technology Co.Ltd(000409)
Announcement on signing a conditional share subscription agreement with specific objects
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" or " Yunding Technology Co.Ltd(000409) ") intends to raise funds by non-public offering of shares to Shandong Energy Group Co., Ltd. ("shanneng group") ("this non-public offering"). 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 with shanneng group. The main contents of the agreement are as follows:
1、 Agreement subject
Party A: Yunding Technology Co.Ltd(000409)
Party B: Shandong Energy Group Co., Ltd
2、 This subscription
The non-public offering shares of Party A are a shares, with a par value of RMB 1.00 per share.
Party B agrees to subscribe all A-Shares of Party A's non-public offering in cash in accordance with the terms and conditions agreed in this agreement.
3、 Subscription price and pricing principle
(I) subscription price
The issue price of Party A's non-public offering is 5.66 yuan / share, and Party B agrees to participate in the subscription at this price.
(II) pricing principle
The pricing benchmark date of Party A's non-public meeting is the 23rd pricing benchmark date. The issue price shall not be less than 80% of the average trading price of Party A's shares in the 20 trading days before the pricing benchmark date (the average trading price of shares in the 20 trading days before the pricing benchmark date = the total trading volume of shares in the 20 trading days before the pricing benchmark date / the total trading volume of shares in the 20 trading days before the pricing benchmark date) and Party A's latest audited net assets per share attributable to the shareholders of the parent company before this non-public offering (keep two decimal places and round up) The higher of.
If Party A has ex rights and ex interests matters from the pricing base date to the Issuance Date (if it is priced according to Party A's latest audited net assets per share attributable to the shareholders of the parent company, from the latest audited balance sheet date to the issuance date), such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc., 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 adjusted issue price, P0 is the issue price before the adjustment or the net assets per share of ordinary shareholders of the parent company audited by Party A in the latest period, whichever is higher, the cash dividend per share is D, and the number of bonus shares or converted share capital per share is n.
The final issuance price shall be determined by the board of directors of Party A through consultation with the sponsor (lead underwriter) of this issuance in accordance with the authorization of the general meeting of shareholders and the relevant rules of the China Securities Regulatory Commission ("CSRC"). 4、 Subscription quantity and payment method
(I) subscription quantity
Party A plans to issue a total of no more than 153279347 A shares in this non-public offering, and Party B plans to subscribe all the shares of Party A in this non-public offering in cash.
If the total amount of funds to be raised or the total number of shares to be issued in this non-public offering is adjusted due to changes in regulatory policies or the requirements of the issuance approval documents, Party B's subscription number will be adjusted accordingly. If Party A has ex rights issues from the pricing benchmark date to the issuance date, such as share distribution, conversion of capital reserve to share capital, etc., the number of A-Shares in this non-public offering will be adjusted with the total number of shares of Party A after ex rights. The final issuance quantity shall be determined by the board of directors of Party A through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and relevant rules of the CSRC.
(II) payment method
Party B subscribes all A-Shares of Party A's non-public offering in RMB cash. On the premise that all the effective conditions agreed in this Agreement are met, Party A shall issue a payment notice to Party B within the validity period of this non-public offering approved by the CSRC.
Party B shall, within five working days from the date of receiving the payment notice issued by Party A and the sponsor of this non-public offering, transfer all the subscription price in cash to the bank account specially opened by the sponsor of this non-public offering for this non-public offering. Party A shall employ an accounting firm with relevant securities qualification to verify the capital paid by Party B and issue the capital verification report. After the accounting firm with securities related qualification has verified the capital of Party B's subscription funds and deducted relevant expenses, it will be transferred to the special storage account of Party A's raised funds.
5、 Restricted period
After the completion of this non-public offering, the shares of this non-public offering subscribed by Party B shall not be transferred within 36 months from the date of the end of this non-public offering. If there are other provisions on the sales restriction period in laws and regulations, such provisions shall prevail. The shares derived from Party A's shares obtained by Party B based on this non-public offering due to Party A's share distribution and conversion of capital reserve into share capital shall also comply with the above stock restriction arrangement.
The reduction of Party A's shares obtained by Party B due to this non-public offering after the expiration of the sales restriction period shall also comply with the relevant laws and regulations and the relevant provisions of Party A's internal system. In case of share distribution, conversion of capital reserve into share capital and other matters, the above sales restriction period arrangement shall also be observed.
6、 Arrangement of accumulated undistributed profits
From the date of completion of this non-public offering, the accumulated undistributed profits of Party A shall be shared by all shareholders of Party A after the completion of this non-public offering according to the shareholding ratio after the completion of this non-public offering.
7、 Share delivery
After the capital verification of the subscription amount of this non-public offering by an accounting firm with securities related qualification, Party A shall timely modify its current articles of association of Yunding Technology Co.Ltd(000409) company according to the situation of this non-public offering, and go through relevant registration procedures with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
8、 Establishment and effectiveness of the agreement
This agreement is established after being signed by the legal representatives or authorized representatives of both parties and stamped with their respective official seals, and takes effect on the date when the following conditions are met (the last condition achievement date is the effective date of this Agreement):
(I) the board of directors and the general meeting of shareholders of party a deliberated and approved the non-public offering;
(II) the non-public offering has been approved by the competent State-owned Assets Supervision and administration department or its authorized subject;
(III) this non-public offering has been approved by the CSRC.
9、 Liability for breach of contract
Unless otherwise specified in this agreement, if either party fails to perform or violates any terms and conditions of this agreement, or if this agreement cannot be performed or fully performed due to the incomplete, untrue and inaccurate statements, warranties and commitments made by one party to the other party, the other party has the right to file arbitration and claim for the direct losses and damages suffered thereby, and require the non performing party or the breaching party to make compensation.
10、 Documents for future reference
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 signed by the company and shanneng group. It is hereby announced.
Yunding Technology Co.Ltd(000409) board of directors March 24, 2022
