Securities code: 000528 securities abbreviation: Liugong Announcement No.: 2022-07
Guangxi Liugong Machinery Co.Ltd(000528)
About issuing shares to absorb and merge Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
Suggestive announcement
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.
Important:
1、 Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as ” Guangxi Liugong Machinery Co.Ltd(000528) ” shares “,” listed company “and” the company “) absorbed and merged Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. (hereinafter referred to as” this transaction “and” this absorption and merger “) by issuing shares to all shareholders of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) group Machinery Co., Ltd. (hereinafter referred to as” Guangxi Liugong Machinery Co.Ltd(000528) “limited” and “target company”) The plan has been deliberated and approved by the 2020 annual general meeting of shareholders of the listed company, and has been approved by the China Securities Regulatory Commission in document zjxk [2021] No. 4021 on December 20, 2021.
2. In order to fully protect the interests of all shareholders of the listed company, the cash option will be provided to the shareholders of the listed company who have the right to exercise the cash option, and Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd. (hereinafter referred to as ” Guangxi Liugong Machinery Co.Ltd(000528) ” group) and / or Guangxi Liugong Machinery Co.Ltd(000528) shares will serve as the provider of the cash option for the absorption and merger. If the total cash consideration corresponding to the number of shares effectively declared to exercise the cash option in this transaction does not exceed 200 million yuan (including 200 million yuan), the Guangxi Liugong Machinery Co.Ltd(000528) group will act as the cash option provider in this transaction; If the total amount of cash consideration corresponding to the number of shares effectively declared to exercise the cash option in this transaction exceeds 200 million yuan (including 200 million yuan), the part exceeding 200 million yuan will be provided by Guangxi Liugong Machinery Co.Ltd(000528) shares as the cash option provider. The shareholders entitled to exercise the cash option may request the cash option provider of the merger to acquire its shares in the listed company. Shareholders entitled to exercise the cash option may report all or part of their shares entitled to exercise the cash option to exercise cash at the price of the cash option during the reporting period of the cash option
Guangxi Liugong Machinery Co.Ltd(000528) announcement of the board of directors
Option. On May 31, 2021, the listed company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the company’s absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions, of which the total number of valid negative votes was 25832436 shares. The number of shares held by Guangxi Liugong Machinery Co.Ltd(000528) dissenting shareholders shall not exceed 25832436 shares. To sum up, Guangxi Liugong Machinery Co.Ltd(000528) group bears the maximum cash consideration of RMB 183 million. The amount does not exceed 200 million yuan, and the listed company does not need to pay cash to the dissenting shareholders. See Guangxi Liugong Machinery Co.Ltd(000528) suggestive announcement on issuing shares to absorb and merge the distribution and implementation of cash option of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. published by the company on the same day. As of January 7, 2022, the trading day before the date of publication of this indicative announcement, the closing price of the shares of the listed company is 7.99 yuan / share, and the exercise price of cash option is 7.09 yuan / share, which is 12.69% higher than the price of cash option. If investors exercise the cash option, it may lead to losses. Please pay attention to the risks. 3. The trading of the shares of the listed company (stock abbreviation: Guangxi Liugong Machinery Co.Ltd(000528) , securities code: 000528) will be suspended from the opening of the market on January 14, 2022. The shares of the listed company will enter the stages of cash option distribution, exercise declaration, exercise liquidation and settlement until the end of the cash option declaration period and the resumption of trading after fulfilling the relevant information disclosure obligations. January 13, 2022 is the registration date of cash option equity.
The trading of corporate bonds of Listed Companies in 2021 (bond abbreviation: 21 Guangxi Liugong Machinery Co.Ltd(000528) 01) will not be suspended.
Unless otherwise defined in this suggestive announcement, the words or abbreviations mentioned in this suggestive announcement have the same meaning as the words or abbreviations defined in the “interpretation” in the report on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions.
1、 This absorption and consolidation plan
The listed company intends to invest in Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd. (hereinafter referred to as ” Guangxi Liugong Machinery Co.Ltd(000528) ” group), Guangxi recruitment service trade investment partnership (limited partnership) (hereinafter referred to as “recruitment service trade”), Guoxin Shuangbai No. 1 (Hangzhou) equity investment partnership (limited partnership) (hereinafter referred to as “Shuangbai fund”) to all shareholders of Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd National manufacturing transformation and upgrading fund Co., Ltd. (hereinafter referred to as “national manufacturing fund”), Beijing Chengtong ICBC equity investment fund (limited partnership) (hereinafter referred to as “Chengtong ICBC”), CCB Financial Asset Investment Co., Ltd. (hereinafter referred to as “CCB investment”) Guangxi State owned enterprise reform and development phase I fund partnership (limited partnership) (hereinafter referred to as “Guangxi State owned enterprise reform fund”), Changzhou Jiayou enterprise management partnership (limited partnership) (hereinafter referred to as “Changzhou Jiayou”) and Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as “CSI investment”) issued shares to absorb and merge Guangxi Liugong Machinery Co.Ltd(000528) limited. The listed company is the merging party and Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. is the merged party. After the completion of this merger, the listed company, as the surviving company, will inherit and undertake all the assets, liabilities, businesses, personnel and other rights and obligations of Guangxi Liugong Machinery Co.Ltd(000528) limited, Guangxi Liugong Machinery Co.Ltd(000528) limited legal person status will be cancelled, Guangxi Liugong Machinery Co.Ltd(000528) Limited shares of the listed company will be cancelled, Guangxi Liugong Machinery Co.Ltd(000528) group, recruitment and service trade, Shuangbai fund and China
Guangxi Liugong Machinery Co.Ltd(000528) announcement of the board of directors
Manufacturing fund, Chengtong ICBC, CCB investment, Guangxi State owned enterprise reform fund, Changzhou Jiayou and CSI investment will become the shareholders of the merged listed company.
The benchmark date for pricing the issued shares involved in this merger is the announcement date of the resolution of the 30th meeting of the eighth board of directors of the listed company. The price of the shares issued in this merger is the higher of 90% of the average trading price of the shares of the listed company 20 trading days before the pricing benchmark date and the audited net asset value per share attributable to the common shareholders of the parent company on December 31, 2020. The final issue price is determined as 7.77 yuan / share.
On March 25-26, 2021, the 31st meeting of the eighth board of directors of the listed company deliberated and approved the profit distribution plan for 2020. Based on the latest total share capital of 1475240876 shares before the plan was published, a cash dividend of RMB 2.80 (including tax) was distributed to all shareholders for every 10 shares. The profit distribution plan has been deliberated and approved by the 2020 annual general meeting of shareholders of the listed company on May 31, 2021. The issue price of the newly added shares in the merger was adjusted accordingly to 7.49 yuan / share.
According to the Guangxi Liugong Machinery Co.Ltd(000528) limited assets appraisal report issued by zhongtongcheng Assets Appraisal Co., Ltd. and approved by the state owned assets supervision and Administration Commission of the people’s Government of Guangxi Zhuang Autonomous Region, the price of 100% equity of the subject company Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. is 7428.4493 million yuan. Calculated according to the issuance price of 7.49 yuan / share, the number of issued shares is 991782278 shares. After this transaction, 511631463 Guangxi Liugong Machinery Co.Ltd(000528) shares held by Guangxi Liugong Machinery Co.Ltd(000528) Limited will be cancelled.
For details of the merger plan, please read the website of Shenzhen Stock Exchange (www.szse. CN.) published by the company on December 25, 2021 And cninfo (www.cn. Info. Com. CN.) The full text of the report on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related transactions and relevant documents, and pay timely attention to the relevant announcements issued by the company.
2、 Cash option implementation arrangements
The registration date of the cash option equity of the merged listed companies is January 13, 2022. After the cash option is distributed, the application procedure will be entered. For details, the company published it on China Securities Journal, securities times and cninfo website (www.cn. Info. Com. CN) on the same day The Guangxi Liugong Machinery Co.Ltd(000528) suggestive announcement on issuing shares to absorb and merge the distribution and implementation of cash options of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd.
As of January 7, 2022, that is, the trading day before the date of publication of this suggestive announcement, Guangxi Liugong Machinery Co.Ltd(000528) shares’ closing price is 7.99 yuan / share, which is 12.69% higher than the exercise price of cash option. Shareholders who have effectively declared and exercised cash option will obtain cash consideration at the exercise price of 7.09 yuan / share. If ex right and ex interest events occur between the pricing base date and the implementation date of the cash option, the price of the cash option will be adjusted accordingly. If investors exercise the cash option, it may lead to losses. Please pay attention to the risks.
Guangxi Liugong Machinery Co.Ltd(000528) announcement of the board of directors
3、 Estimated timetable for distribution and implementation of cash options
Date event
On January 6, 2022, the company published a suggestive announcement on the distribution and implementation of cash options
January 13, 2022 cash option equity registration date
On January 14, 2022, the trading of the company’s shares will be suspended until the end of the reporting period of cash options and the performance of relevant information disclosure obligations
During the cash option reporting period from t to t + 4 trading days, t day is the first day of cash option reporting (the specific date will be announced separately). The company will publish a prompt announcement during the reporting period according to relevant requirements, and the reporting deadline is 3:00 p.m. on T + 4 trading day (the reporting deadline)
Announce the declaration results of cash option on T + 5 trading day and resume trading
The above is the estimated schedule, and the specific time is subject to the relevant announcement.
4、 Contact person and contact information
Guangxi Liugong Machinery Co.Ltd(000528)
Office address: No. 1, LiuTai Road, Liuzhou City, Guangxi Zhuang Autonomous Region
Postal Code: 545001
Contact: Huang Hualin
Tel: (0772) 3886510, 3887266
Fax: (0772) 3691147
It is hereby announced.
Guangxi Liugong Machinery Co.Ltd(000528) board of directors January 9, 2022
