Securities code: Sec Electric Machinery Co.Ltd(603988) securities abbreviation: Sec Electric Machinery Co.Ltd(603988) Announcement No.: pro 2022016 Sec Electric Machinery Co.Ltd(603988)
About Shanghai Stock Exchange to the company
Reply and announcement to the regulatory work letter on information disclosure related to major asset restructuring
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Sec Electric Machinery Co.Ltd(603988) (hereinafter referred to as "the company") recently received the letter on supervision of information disclosure related to Sec Electric Machinery Co.Ltd(603988) major asset restructuring (szgh [2022] No. 0172) (hereinafter referred to as "the letter") issued by your exchange. According to the requirements of the working letter, the company and its directors, supervisors and senior managers attach great importance to and actively carry out the audit of relevant matters. The information is hereby announced as follows.
1、 Your company shall carefully conduct self-examination and fully verify the promotion process of the reorganization from the controlling shareholders, actual controllers, counterparties and other relevant parties, comprehensively sort out the information disclosure in the early stage, and explain whether the information disclosure related to the reorganization, especially the reason for terminating the reorganization, is true, accurate, complete and timely, whether the relevant risk tips in the early stage are sufficient, and whether there is any failure to exercise due diligence reported by the media.
The company carefully conducted self-examination and fully verified the progress of the reorganization from the controlling shareholder, the counterparty, the independent financial adviser China Securities Co.Ltd(601066) and other relevant parties. The relevant details are as follows:
(I) promotion process of reorganization and information disclosure in the early stage
In the process of this reorganization, the company actively promoted the work of this major asset reorganization in strict accordance with the provisions of relevant laws, regulations and normative documents such as the administrative measures for major asset reorganization of listed companies. The specific work done by the company in each stage of this restructuring is as follows:
(1) Before the suspension of trading: the company and various intermediaries demonstrated the major asset restructuring plan, communicated with the counterparty to form a preliminary plan, and signed a confidentiality agreement with relevant parties.
(2) Before the announcement of the plan: the company held several rounds of consultations and reached an agreement with the trading parties on the specific plan of this reorganization, and signed a framework agreement; Understand the conditions of PN 15 spin off from the counterparty; Prepare a complete set of documents for the reorganization plan.
(3) After the announcement of the plan and before the announcement of the draft: discuss the transaction scheme with all parties and intermediaries according to the inquiry letter of the exchange, check the business and valuation of the purchased assets, the related capital transactions and liquidation of the target company, the daily related party transactions, horizontal competition, changes in shareholders and previous shares, business operation, defects of land and real estate, and reply to the inquiry letter; Hold media briefing; Continue to negotiate with all parties to the transaction, conduct multiple rounds of negotiations on the details of the restructuring transaction and relevant terms, and sign a series of restructuring agreements; Hire the independent financial consultant, legal consultant, audit, evaluation and other intermediaries of this transaction to conduct due diligence on the target company and the assets purchased, and sort out the problems of asset defects, corporate governance, financial accounting and so on; Follow up the approval of PN 15 spin off of the counterparty; Reply to the inquiry letter of the exchange, prepare the reorganization report and other documents in accordance with the requirements of relevant laws, regulations and normative documents.
(4) After the announcement of the draft: organize intermediaries to conduct supplementary audit, evaluation, legal and business due diligence; Continue to follow up the inquiry of the stock exchange pn15. For details, see "(II) pn15 related work progress and information disclosure"; After receiving the notification letter from the target company, timely disclose the information, communicate the termination with all parties to the transaction and sign the termination agreement; Hold an investor briefing meeting to interact and communicate with investors on the specific circumstances of the company's termination of major asset restructuring.
In the process of this major asset reorganization, the company performed relevant decision-making procedures and disclosed relevant information in a timely manner in strict accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of major asset reorganization of listed companies.
At each stage of the restructuring, the company reminded investors of the uncertainty risk of this major asset restructuring, as follows:
Main stage listed company restructuring promotion process SEHK pn15 promotion process
Main contents of main events and risk tips in the section main contents of inquiry and reply time of main events
This transaction is in the planning stage, and the parties to the transaction have not signed a formal transaction
The suspension agreement and the specific trading scheme are still under discussion and demonstration, and there is still uncertainty.
Plan level (March 16, 2021): this transaction still needs to be reviewed by the board of directors and the general meeting of shareholders of the company, and needs to be supervised by the competent authority
Paragraph (2021) is approved by the competent authority, and whether it can pass the approval is still uncertain.
The trading resumed in March 2003. This transaction is in the planning stage, and the uncertainty of this transaction is subject to wind trading planning-
27 (March 27, 2021) insurance tips. paragraph
(before) prompt the risks related to this transaction and the risks related to the operation of the placed assets
Reorganization plan and other risks. It is suggested that this transaction can be realized only after a number of conditions are met
(March 27, 2021) Shi, including the confirmation by the stock exchange that Beikong clean energy can be separated from Beiqing wisdom
Matters.
1. The risk that the reorganization may be suspended, suspended and cancelled; 2. Audit and
Assess the risks of unfinished work; 3. Can the reorganization pass the final review
There is uncertainty in the batch of abnormal fluctuations in stock trading; 4. Risks related to the assets to be placed: (1) from March 27, 2021 to pn15 application announcement of Beikong clean energy preparation (April 1, 2021), the risk of intensified competition; (2) the risk of changes in renewable energy subsidy policies; (3) Preparation stage: materials shall be submitted on May 20
From April 1 to April 7), the risk of defective ownership of some land and real estate to be placed in the assets; (4) Placement capital
The risk of higher asset liability ratio of the draft assets.
It is suggested that this transaction needs to be approved by the Hong Kong stock exchange
Paragraph (2021) can be implemented only after being approved by regulatory authorities.
Announcement on restructuring progress in March (2021)
27. Whether the transaction can be approved and approved and finally approved from April 24 to may, 2021. The first round of declaration is May 23, 2021-
-There is uncertainty in the time of (26, 2021). Please pay attention to the investment risk.
September 25
(d) supplementary disclosure in the reply to the inquiry letter on whether it complies with the split listing rules of the stock exchange,
The reply to the inquiry letter, the progress of the spin off and the procedures to be performed. With regard to the approval progress of pn15, the organizational framework before and after the split of the underlying assets (June 19, 2021) from May 28, 2021 to June 19, 2021 shows that "as of the date of issuance of the reply to this inquiry letter, the split application has not obtained the first round of inquiry of the Hong Kong Federation on the financial independence of the organization and management on June 25, 2021
It has been approved by the stock exchange and has not been submitted to the shareholders' meeting of Beikong clean energy for deliberation
There is some uncertainty about this. "
Announcement on restructuring progress (2021) whether this transaction can be approved and approved and finally approved and approved. The second round of inquiry is about the overall transaction scheme and details from July 7, 2021 to spin off,
There is uncertainty from June 25 to August. Please pay attention to the investment risk. Retained business on August 13, 2021 (Financial 25, 20182020)
1. Risks related to this transaction: (1) this transaction may be suspended
The risk of suspension or cancellation; (2) Approval risks related to this transaction; （3）
Restructuring report (the risk that some subsidiaries within the scope of merger in 2021 have not completed industrial and commercial registration; 2. The risks related to the assets to be acquired from August 27, 2021 to profit compensation agreement and domestic and foreign spin off on September 25, 2021): including policy risk, market risk, the third round of inquiry on operation and management, September 30, 2021, 20182020 financial data adjustment risk Financial risk, pending litigation risk, etc. Prompt the nature of the approval items of this transaction and the selection risks of comparable companies, including the fact that the stock exchange confirms that Beikong clean energy can be separated from Beiqing wisdom
Matters relating to.
Announcement on restructuring progress (2021 this transaction plan needs to be deliberated and approved by the general meeting of shareholders, as well as the government subsidies from 2018 to 2020 from October 15, 2021 and the approval of the regulatory authorities from September 30 to November, 2021 by the China Securities Regulatory Commission. Can this transaction pass the above deliberation and approval and the fourth round of inquiry to November 15, 2021, financial expenses, performance commitments and 30 days) There is uncertainty in the final approval time. Please pay attention to the investment risks such as the reasons for the change of the retained assets business on the investment day.
This major asset restructuring involves Beikong clean energy, a company listed on the Hong Kong stock exchange
The spin off of the source group is in accordance with the pn15 guidelines of the Hong Kong Stock Exchange and relevant regulations in Hong Kong
Draft regulations and laws of Beikong clean energy group
After the report, the group still needs to obtain the approval of the Hong Kong stock exchange for the spin off under pn15,
(2021) the general meeting of shareholders will be postponed, and a circular letter will be sent to its shareholders after obtaining the approval of the stock exchange of Hong Kong to convene a shareholders' meeting-
In September (December 3, 2021), the East Asian General Assembly considered the spin off. The major asset restructuring plan still needs to be approved by Beikong
On the 27th, the general meeting of shareholders of clean energy group and the company was deliberated and approved by the Hong Kong stock exchange
-In 2022, it was approved by China Securities Regulatory Commission and other regulatory authorities. Can this major asset restructuring be passed
There is uncertainty about the time of the above review and approval on February 25 and the final approval
Please pay attention to investment risks.
Internal borrowings, interest income and partial loans are fully promoted
