Citic Securities Company Limited(600030)
about
Tcl Technology Group Corporation(000100) issue shares, convertible corporate bonds and pay cash to purchase assets and raise supporting funds
of
Continuous supervision opinions in 2021
And continuous supervision summary report
Independent financial advisor
April, 2002
Statement of financial independence
Citic Securities Company Limited(600030) accepted the entrustment of the listed company to act as an independent financial consultant for the listed company to issue shares and purchase assets. In accordance with the relevant provisions of the company law, the securities law, the reorganization management measures, the financial advisory business management measures, the listing rules and other laws and regulations, in accordance with the recognized business standards and ethics of the securities industry, and with the attitude of honesty, credit and diligence, the independent financial adviser issues this report after careful verification.
1. The documents and materials on which this report is based are provided by all parties to the transaction. All parties to the transaction have guaranteed to the independent financial adviser that the relevant information provided by them about this transaction is true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company.
3. The report does not constitute any investment advice to the listed company, and the independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the report.
4. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the report and make any explanation or explanation to the report.
5. The independent financial advisor invites investors to carefully read the full text of documents related to this transaction issued by Tcl Technology Group Corporation(000100) release.
interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following meanings:
TCL technology, the company, the company, refers to TCL Technology Group Co., Ltd. (formerly known as TCL Group Co., Ltd., formerly referred to as TCL Group)
Wuhan Huaxing, the subject matter of the transaction and the subject matter refer to Wuhan Huaxing Photoelectric Technology Co., Ltd
The underlying asset refers to the 39.95% equity of Wuhan Huaxing held by Wuhan industrial investment
The counterparty of asset purchase and Wuhan industrial investment refers to Wuhan Optics Valley Industrial Investment Co., Ltd
Hengkuo investment refers to Guangdong hengkuo Investment Management Co., Ltd
Henghui investment refers to Guangdong Henghui equity investment fund (limited partnership)
Pearl River Delta optimization development fund refers to Guangdong Pearl River Delta Optimization Development Fund (limited partnership)
Counterparties for raising matching funds refer to no more than 35 specific investors who meet the conditions of the CSRC
The listed company issued shares, convertible corporate bonds and paid cash for this transaction and this restructuring to purchase 39.95% equity of Wuhan Huaxing. At the same time, the listed company raised supporting funds by non-public issuance of convertible corporate bonds, and the total amount of supporting funds raised shall not exceed 260 million yuan
This purchase of assets and this issuance of shares refer to the listed company issuing shares, convertible corporate bonds and paying cash for the purchase of assets to purchase 39.95% equity of Wuhan Huaxing
This supporting financing and this raising means that the listed company issues convertible corporate bonds to no more than 35 specific investors to raise supporting funds
Convertible bonds and convertible bonds refer to convertible corporate bonds
The restructuring agreement between TCL Technology Group Co., Ltd. and Wuhan Optics Valley industrial investment refers to the agreement on issuing shares, convertible corporate bonds and paying cash to purchase assets of the limited company
The supplementary agreement to the restructuring agreement (I) between TCL Technology Group Co., Ltd. and Wuhan Optics Valley industrial investment refers to the supplementary agreement (I) to the agreement on issuing shares, convertible corporate bonds and paying cash to purchase assets of the limited company
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Clearing Company refers to China Securities Depository and Clearing Co., Ltd
Citic Securities Company Limited(600030) , independent financial advisor, joint director Citic Securities Company Limited(600030) lead underwriter
Zhonglian appraisal refers to Hubei Zhonglian Asset Appraisal Co., Ltd
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies (Order No. 109 of China Securities Regulatory Commission)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
Yuan means RMB yuan
1、 Overview of the transaction scheme (I) issuing shares, convertible corporate bonds and paying cash to purchase assets
The listed company issued shares, convertible corporate bonds and paid cash to Wuhan industrial investment to purchase its 39.95% equity of Wuhan Huaxing.
The underlying asset of this transaction is 39.95% equity of Wuhan Huaxing, and the evaluation results of the underlying asset will be used as the pricing basis of this transaction. According to the asset appraisal report issued by Zhonglian appraisal, the appraisal institution adopts two appraisal methods: asset-based method and income method to evaluate the value of all equity of Wuhan Huaxing shareholders, and finally selects the appraisal result of asset-based method as the appraisal conclusion. According to the appraisal results of asset-based method, as of the benchmark date of December 31, 2019, the book value of owner’s equity in the statements of Wuhan Huaxing company is 9367879900 yuan, the appraisal value is 11061653900 yuan, the appraisal value-added is 1693774000 yuan, the appraisal value-added rate is 18.08%, and the appraisal value of the subject asset on the benchmark date is 4419130700 yuan.
Based on the above appraisal value, according to the reorganization agreement and the supplementary agreement to the reorganization agreement (I), and considering the cash dividend of Wuhan Huaxing after the appraisal base date of 508.08 million yuan (Wuhan industrial investment obtained a dividend of 203 million yuan according to the shareholding ratio), the listed company negotiated with Wuhan industrial investment and determined that the transaction price of 39.95% equity of Wuhan Huaxing was 4217 million yuan. The listed company pays 47.43% of the transaction consideration by issuing shares, i.e. 2 million yuan; Pay 14.23% of the transaction consideration by issuing convertible corporate bonds, i.e. 600 million yuan; 38.34% of the transaction consideration is paid in cash, i.e. 1617 million yuan.
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the 26th meeting of the sixth board of directors of the listed company. After fully considering the market environment and other factors, the company negotiated with Wuhan industrial investment and confirmed that the issuance price of the shares purchased this time is 4.01 yuan / share, which is no less than 90% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date. On April 20, 2020, the listed company held the 2019 annual general meeting of shareholders to consider and approve the 2019 annual profit distribution plan: taking 1 Shenzhen Capchem Technology.Ltd(300037) 2307 shares of capital stock that can participate in profit distribution on March 27, 2020 as the base (13528438719 shares of total capital stock minus 528066412 shares not participating in profit distribution in the company’s repurchase special securities account), the listed company distributed a cash dividend of 1 yuan (including tax) to all shareholders for every 10 shares, with a total profit of 1 Shenzhen Capchem Technology.Ltd(300037) 23070 yuan, The remaining undistributed profit is 681979564130 yuan, which is carried forward to be distributed in subsequent years. The profit distribution plan was implemented on April 30, 2020. The issuance price of the listed company’s shares to purchase assets was adjusted accordingly in accordance with the above adjustment measures, and the adjusted issuance price was 3.91 yuan / share.
The initial conversion price of convertible corporate bonds issued this time refers to the standard price of assets purchased by shares issued this time, i.e. 4.01 yuan / share. On April 20, 2020, the listed company held the 2019 annual general meeting of shareholders to consider and approve the 2019 annual profit distribution plan: taking 1 Shenzhen Capchem Technology.Ltd(300037) 2307 shares of capital stock that can participate in profit distribution on March 27, 2020 as the base (13528438719 shares of total capital stock minus 528066412 shares not participating in profit distribution in the company’s repurchase special securities account), the listed company distributed a cash dividend of 1 yuan (including tax) to all shareholders for every 10 shares, with a total profit of 1 Shenzhen Capchem Technology.Ltd(300037) 23070 yuan, The remaining undistributed profit is 681979564130 yuan, which is carried forward to be distributed in subsequent years. The profit distribution plan was implemented on April 30, 2020. The initial conversion price of convertible corporate bonds issued by the listed company for this purchase of assets was adjusted accordingly according to the above adjustment measures, and the adjusted issuance price was 3.91 yuan / share. The shares of convertible corporate bonds issued this time are from the shares issued by the company and / or treasury shares formed by the company due to share repurchase.
After the completion of this transaction, the listed company still has no controlling shareholder and actual controller, and this transaction will not lead to the change of the control right of the listed company. (II) raising supporting funds
In this transaction, the listed company issued convertible corporate bonds to no more than 35 specific investors to raise supporting funds, with a total amount of 260 million yuan, which does not exceed 100% of the transaction price of purchasing assets by issuing shares and convertible corporate bonds in this transaction.
The initial conversion price of the matching funds raised by the issuance of convertible corporate bonds shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date. The pricing benchmark date is the first day of the issuance period of supporting funds raised by the company. The board of directors of the listed company will negotiate with the independent financial adviser (lead underwriter) to determine the initial conversion price according to the national policies, market conditions and the specific situation of the company before the issuance, as authorized by the general meeting of shareholders. Subsequently, if the relevant regulatory authorities issue relevant policy guidelines on the pricing method of non-public issuance of convertible corporate bonds, their provisions shall prevail. The shares of convertible corporate bonds issued this time are from the shares issued by the company and / or treasury shares formed by the company due to share repurchase.
In this transaction, the supporting funds raised by issuing convertible corporate bonds will be used to pay the cash consideration, repay the debts of listed companies and supplement working capital in order of priority.
The purchase of assets is not based on the successful implementation of the raised matching funds. The effectiveness and implementation of the raised matching funds are conditional on the effectiveness and implementation of the purchased assets. The success of the final issuance of the raised matching funds does not affect the implementation of the purchase of assets.
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of 6 months from the date of issuance to the maturity date of convertible corporate bonds. 2、 Implementation of this transaction (I) transfer of underlying assets
On October 19, 2020, 39.95% of the equity of Wuhan Huaxing has been changed and registered under the name of the company. Wuhan Huaxing obtained the notice of approval of change registration issued by Wuhan Municipal Bureau of market supervision ((Wuxin Shijian) registration neibian Zi [2020] No. 20312). The underlying assets involved in this reorganization have completed the delivery procedures. (II) capital verification of newly increased registered capital and registration of share issuance
On October 19, 2020, Dahua Certified Public Accountants (special general partnership) issued Tcl Technology Group Corporation(000100) capital verification report (dhyz [2020] No. Hengli Industrial Development Group Co.Ltd(000622) ). After verification, as of October 19, 2020, 39.95% of the equity of Wuhan Huaxing optoelectronics has been changed under Tcl Technology Group Corporation(000100) name, and the industrial and commercial registration procedures for the change have been completed Tcl Technology Group Corporation(000100) has received the newly increased registered capital of 511508951 yuan, the changed registered capital is 14030788362 yuan and the share capital is 14030788362 yuan.
On November 5, 2020, Tcl Technology Group Corporation(000100) has completed the registration of new shares for the purchase of assets by issuing shares, and the relevant shares will be officially included in Tcl Technology Group Corporation(000100) ‘s register of shareholders after being registered. (III) specific conditions of issuing convertible corporate bonds to counterparties
On October 19, 2020, Dahua Certified Public Accountants (special general partnership) issued the verification report on Tcl Technology Group Corporation(000100) issuance of convertible bonds (Dahua Yan Zi [2020] No. 000621). After verification, as of October 19, 2020, Tcl Technology Group Corporation(000100) completed the issuance of 6 million convertible corporate bonds with a face value of 100 yuan. 39.95% of the equity of Wuhan Huaxing optoelectronics has been changed to Tcl Technology Group Corporation(000100) name, and the industrial and commercial registration procedures for the change have been handled
