Securities code: Shenzhen Success Electronics Co.Ltd(002289) securities abbreviation: Shenzhen Success Electronics Co.Ltd(002289) Announcement No.: 2022019 Shenzhen Success Electronics Co.Ltd(002289)
Announcement on the progress of the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions
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.
Shenzhen Success Electronics Co.Ltd(002289) (hereinafter referred to as “the company”) intends to purchase 100% equity of Shenzhen Qianhai Shouke Technology Holding Co., Ltd. jointly held by Arc de Triomphe Holding Co., Ltd. and Bai Yiping by issuing shares and paying cash, and raise supporting funds from the non-public offering of shares of Zhongzhi rongyun (Beijing) enterprise management Co., Ltd., the controlling shareholder of the company (hereinafter referred to as “the transaction”), According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring.
On April 28, 2021, the company held the 7th Meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors, deliberated and approved the proposal on the company’s issuance of shares and payment of cash to purchase assets and raising supporting funds and related party transactions and related proposals item by item, and submitted them to the first extraordinary general meeting of shareholders in 2021 for deliberation. On June 18, 2021, the first extraordinary general meeting of shareholders in 2021 held by the company considered and approved the above proposal. The company then submitted application materials to China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
On July 21, 2021, the company received the acceptance form of administrative license application issued by CSRC (acceptance No.: 211624). On August 10, 2021, the company received the notice of feedback on the examination of administrative licensing projects issued by the CSRC (No. 211624) (hereinafter referred to as the “Notice of feedback”). After receiving the feedback notice, the company and relevant intermediaries studied, discussed and implemented the issues raised in the feedback notice, explained and replied item by item, and disclosed the reply of Shenzhen Success Electronics Co.Ltd(002289) on the first feedback notice on the examination of administrative licensing projects of China Securities Regulatory Commission and relevant announcements on October 15, 2021.
On November 3, 2021, the M & A Review Committee of listed companies of CSRC held the 28th meeting of M & a committee in 2021 to review the company’s plan of issuing shares to purchase assets and raising supporting funds. According to the review results of the meeting, the transaction was not approved. On November 16, 2021, the CSRC approved and issued the decision on disapproving the application of Shenzhen Success Electronics Co.Ltd(002289) issuing shares to purchase assets and raise supporting funds (zjxk [2021] No. 3637), For details, please refer to the announcement of Shenzhen Success Electronics Co.Ltd(002289) on receiving the decision of the CSRC not to approve the company’s application for issuing shares to purchase assets and raising supporting funds (Announcement No.: 2021105) published on the selected information disclosure media on November 23, 2021.
Considering that this transaction will help the company further extend the industrial chain, enhance the comprehensive competitiveness of the company, enhance the sustainable profitability of the company and meet the interests of the company and all shareholders, in accordance with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies and the authorization of the company’s first extraordinary general meeting in 2021, The 13th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors held on November 4, 2021 decided to supplement, revise and improve the relevant application materials and continue to promote this transaction. According to the review opinions of the review committee of mergers and acquisitions of listed companies of China Securities Regulatory Commission and in combination with the actual situation, the company coordinated relevant parties to actively promote relevant work, and timely disclosed the progress announcement in accordance with relevant laws and regulations. For details, please refer to the announcement on the resolution of the 13th meeting of the Shenzhen Success Electronics Co.Ltd(002289) 5th board of directors (Announcement No.: 2021101), the announcement on the resolution of the 11th meeting of the Shenzhen Success Electronics Co.Ltd(002289) 5th board of supervisors (Announcement No.: 2021102) published on the selected information disclosure media on November 8, 2021, December 8, 2021, January 8, 2022, February 8, 2022 and March 8, 2022 Announcement of Shenzhen Success Electronics Co.Ltd(002289) on continuing to promote the issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions (Announcement No.: 2021103), announcement of Shenzhen Success Electronics Co.Ltd(002289) on the progress of the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions (Announcement No.: 2021106, 2022001, 2022003 and 2022008).
As of the disclosure date of this announcement, the company and relevant parties are actively promoting the extended audit of the target company and other work related to this transaction. In order to ensure the smooth progress of this transaction, the company plans to request the 2021 annual general meeting of shareholders to extend the validity period of the resolution on this transaction for 12 months from the expiration date, At the same time, it is proposed to extend the validity period of the authorization authorizing the board of directors to fully handle matters related to this transaction for 12 months from the date of expiration (if the company has obtained the approval document of the CSRC for this transaction within the extended validity period, the validity period of the authorization will be automatically extended to the date of completion of this transaction). For details, please refer to the announcement on extending the validity period and authorization period of the resolution of the general meeting of shareholders on the company’s issuance of shares, payment of cash to purchase assets, raising supporting funds and related party transactions (Announcement No.: 2022016) published on the same day. After the completion of relevant work, the company will perform necessary decision-making and approval procedures in accordance with relevant laws, regulations and the articles of association, and timely perform the obligation of information disclosure.
The information disclosure media selected by the company are securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）, all information of the company shall be subject to the announcement published in the above media. There is still uncertainty in this transaction. Please pay attention to the follow-up announcement and pay attention to the investment risk.
It is hereby announced.
Shenzhen Success Electronics Co.Ltd(002289) board of directors
April 8, 2002
