Securities code: 000528 securities abbreviation: Liugong Announcement No.: 2022-08
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 on distribution and implementation of cash option
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 declare the exercise of the cash option in whole or in part.
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.
3. The trading of the listed company’s shares (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 company’s shares 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.
4. The shareholders of the listed company shall meet the following conditions when exercising the cash option: (1) from the equity registration date of the general meeting of shareholders of Guangxi Liugong Machinery Co.Ltd(000528) shares to review the transaction plan (i.e. the equity registration date of the 2020 general meeting of shareholders of the listed company may 19, 2021), they shall be effectively registered in the Guangxi Liugong Machinery Co.Ltd(000528) share register; (2) When voting on the relevant proposals of the merger plan and the relevant proposals on the signing of the merger agreement between the merging parties at the general meeting of shareholders of the listed company, they all cast valid negative votes; (3) Continue to hold the shares representing the right of objection until the equity registration date of cash option; (4) Successfully perform the reporting procedures during the reporting period of cash options. During the period from the equity registration date of the shareholders’ meeting of the listed company to the implementation date of the cash option, if the dissenting shareholder sells shares (including being forcibly deducted by the judiciary), the number of shares entitled to the cash option shall be reduced accordingly; If the dissenting shareholder purchases shares, the number of shares with cash option will not increase.
If the merger cannot be implemented, the dissenting shareholder cannot exercise such cash option, and the dissenting shareholder shall not claim any compensation or compensation from both parties to the merger.
5. After the cash option of the listed company is distributed, it will enter the declaration procedure. Dissenting shareholders who have obtained the cash option may exercise the cash option in whole or in part with their shares of the listed company at the exercise price of the cash option within 9:30-11:30 a.m. and 1:00-3:00 p.m. (to be announced separately on the reporting day), and transfer their shares of the listed company to the cash option provider accordingly, Such dissenting shareholders who exercise the cash option have no right to claim rights from the listed company or any shareholder who agrees to the share exchange, absorption and merger for the shares declared to exercise the cash option. Among them: (1) on the deadline of the declaration period of cash option, for the shares that have been pledged, other third-party rights, judicial freezing or other circumstances restricted by laws and regulations, the dissenting shareholders shall not exercise the cash option without obtaining the written consent or approval of the pledgee, the third party or the competent authority through legal procedures.
(2) The dissenting shareholder who has submitted the shares of the listed company as the collateral for margin trading must transfer the shares of the listed company from the customer credit guarantee account of the securities company to its ordinary securities account before the deadline of the reporting period of the cash option before exercising the cash option.
(3) If the dissenting shareholders who have carried out the agreed repurchase securities transaction or stock pledge repurchase transaction need to declare the cash option, they shall complete the early repurchase procedures no later than the deadline for the declaration of the cash option before they can exercise the cash option. While declaring the cash option, the aforesaid shareholders shall deliver, scan and fax the relevant supporting documents for the completion of the initial transaction and repurchase transaction of the shares involved to the company. See “VII. Contact and contact information” for the contact information of the company. Shareholders who cannot provide, do not provide completely or do not provide the supporting documents on time will not be able to exercise the cash option. 6. The absolute value of the delta value of the rights contained in the cash option of the listed company is less than 5%. According to the business guidelines for cash option of listed companies of Shenzhen Stock Exchange (revised in 2011), the company will provide cash option by manual declaration, and the declaration and settlement of cash option are completed manually. The specific operation method of manual exercise is detailed in “(I) exercise confirmation” of “III. reporting method of exercising cash option” later.
7. As of January 7, 2022, that is, the trading day before the date of publication of this suggestive announcement, the closing price of the shares of the listed company is 7.99 yuan / share, and the price of cash option is 7.09 yuan / share. The price premium of the share price of the listed company relative to the price of cash option is 12.69%. The shareholders who have effectively declared to exercise cash option will obtain cash consideration at the exercise price of 7.09 yuan / share.
From the announcement date of the first resolution of the board of directors of the listed company on this transaction to the implementation date of the claim right, in case of ex right, ex dividend and other matters in the shares of the listed company, the cash consideration of the above cash option will be adjusted accordingly. If investors exercise the cash option, it may lead to losses. Please pay attention to the risks.
8. This suggestive announcement only explains the specific arrangements for the distribution of cash options and matters related to the declaration and exercise of cash options, does not constitute a proposal for the declaration and exercise of cash options, and draws the attention of investors to investment risks. After the cash option is distributed, the company will separately announce the specific time arrangement for the application and exercise of cash option.
For details of the merger plan, please read the website of Shenzhen Stock Exchange (www.szse. CN.) published by the listed 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 listed company.
1、 Shareholders entitled to declare and exercise cash option
The shareholders of the listed company shall meet the following conditions when exercising the cash option: (1) from the equity registration date of the general meeting of shareholders of Guangxi Liugong Machinery Co.Ltd(000528) shares to review the transaction plan (i.e. the equity registration date of the 2020 general meeting of shareholders of the listed company may 19, 2021), they shall be effectively registered in the Guangxi Liugong Machinery Co.Ltd(000528) share register; (2) When voting on the relevant proposals of the merger plan and the relevant proposals on the signing of the merger agreement between the merging parties at the general meeting of shareholders of the listed company, they all cast valid negative votes; (3) Continue to hold the shares representing the right of objection until the equity registration date of cash option; (4) Successfully perform the reporting procedures during the reporting period of cash options.
During the period from the equity registration date of the shareholders’ meeting of the listed company to the implementation date of the cash option, if the dissenting shareholder sells shares (including being forcibly deducted by the judiciary), the number of shares entitled to the cash option shall be reduced accordingly; If the dissenting shareholder purchases shares, the number of shares with cash option will not increase, and such shares do not enjoy cash option; If the dissenting shareholder sells and then buys the shares between the equity registration date of the general meeting of shareholders and the implementation date of the cash option, he shall not declare to exercise the cash option.
If the merger cannot be implemented, the dissenting shareholder cannot exercise such cash option, and the dissenting shareholder shall not claim any compensation or compensation from both parties to the merger.
On the closing date of the reporting period of cash option, for the shares held under pledge, other third-party rights, judicial freezing or other circumstances restricted by laws and regulations, such shareholders shall not exercise the cash option without obtaining the written consent or approval of the pledgee, the third party or the competent authority through legal procedures.
The dissenting shareholder who has submitted the shares of the listed company as the collateral for margin trading must transfer the shares of the listed company from the customer credit guarantee account of the securities company to its ordinary securities account before the deadline of the reporting period of the cash option before exercising the cash option.
If the dissenting shareholders who have carried out the agreed repurchase securities transaction or stock pledge repurchase transaction need to declare the cash option, they shall complete the early repurchase procedures no later than the deadline for the declaration of the cash option before they can exercise the cash option. While declaring the cash option, the aforesaid shareholders shall deliver, scan and fax the relevant supporting documents for the completion of the initial transaction and repurchase transaction of the shares involved to the company. See “VII. Contact and contact information” for the contact information of the company. Shareholders who cannot provide, do not provide completely or do not provide the supporting documents on time will not be able to exercise the cash option.
The dissenting shareholder who obtains the cash option may exercise the cash option in whole or in part with the shares of the listed company held by him according to the exercise price of the cash option within 9:30-11:30 a.m. and 1:00-3:00 p.m. (to be announced separately on the reporting day), and transfer the shares of the listed company held by him to the cash option provider accordingly.
2、 Basic terms of cash option
(I) code and abbreviation of cash option
Code: 038038
Abbreviation: Guangxi Liugong Machinery Co.Ltd(000528) lgp1
(II) underlying securities of cash option
Underlying securities code: 000528
Abbreviation of underlying securities: Guangxi Liugong Machinery Co.Ltd(000528)
(III) distribution method of cash option
The cash option shall be distributed according to the number of shares entitled to exercise the cash option held in each trading unit in the securities account of the shareholders entitled to exercise the cash option registered after the closing of the stock market on the equity registration date of the cash option (January 13, 2022).
1. The cash option will be distributed in the securities account used by the target shareholders of the cash option to vote.
2. If the securities account of the shareholder entitled to exercise the cash option is hosted in two or more trading units (Business Department of the securities company) and holds the company’s shares on the cash option equity registration date, the distribution of the cash option is based on the number of shares held in each trading unit by the shareholder’s securities account on the cash option equity registration date, It shall be distributed in order according to the number of shares held until the actual number of shares distributed is equal to the number of cash options that the shareholder should enjoy.
(IV) distribution proportion and quantity of cash options
Guangxi Liugong Machinery Co.Ltd(000528) shareholders will receive one cash option for each share entitled to exercise the cash option. According to the voting of the 2020 shareholders’ meeting of Guangxi Liugong Machinery Co.Ltd(000528) shares, the maximum number of cash options distributed this time shall not exceed 25832436, and the final number shall be subject to the approved number after the date of registration of cash options.
(V) listing arrangement of cash option
Not listed.
(VI) exercise proportion of cash option
The exercise ratio is 1:1, that is, the cash option holder has the right to sell 1 share of the company to the cash option provider for each share of such rights.
(VII) exercise price of cash option
The exercise price of cash option is 7.09 yuan / share. If ex rights and ex interests occur between the pricing base date and the implementation date of the cash option, the price of the cash option will be adjusted accordingly.
(VIII) reporting method of cash option
Manual declaration is adopted.
(IX) reporting period of cash option
Declaration day (the declaration period is five trading days, and the specific date will be announced separately) 9:30-11:30 a.m. and 1:00-3:00 p.m.
(x) disposal of rights not exercised after expiration
At the end of the reporting period of the cash option, the cash option that has not been reported for exercise will be cancelled.
3、 Declare the way to exercise the cash option
(I) confirmation of exercise
1. During the period of manual declaration of cash option, the shareholders who intend to exercise the cash option shall fill in and sign the confirmation of investors’ manual declaration of exercise (the format will be announced separately).
2. The shareholder who intends to exercise the cash option shall submit the above confirmation and relevant supporting materials (legal person shareholder: including the copy of the current valid business license of enterprise legal person, the copy of the ID card of the legal representative, the copy of the legal person’s securities account, and the shareholding certificate after the closing of the market on January 13, 2022 (which shall be sealed and confirmed by the business department of the securities company); Individual shareholders: including copy of ID card, copy of securities account, shareholding certificate after closing on January 13, 2022 (to be sealed and confirmed by the business department of the securities company)) and relevant securities
