Securities code: 002642 securities abbreviation: Ronglian Group Ltd(002642) Announcement No.: 2022-010 Ronglian Group Ltd(002642)
Announcement on signing the supplementary agreement and related party transactions of the conditional effective share subscription agreement with specific objects
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.
1、 Overview of related party transactions
On January 15, 2021, Shandong Jingda Technology Industry Development Co., Ltd. (hereinafter referred to as “Shandong Jingda”) and Ronglian Group Ltd(002642) (hereinafter referred to as ” Ronglian Group Ltd(002642) “, “listed company” or “company”) signed the conditional effective share subscription agreement (hereinafter referred to as “original agreement”), Shandong Jingda plans to subscribe Ronglian Group Ltd(002642) non-public offering shares in cash to obtain no more than 102710027 shares (the final subscription quantity shall be subject to the requirements of the approval documents of the CSRC). Relevant proposals were deliberated and adopted at the 11th meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors on January 15, 2021. Mr. Wang Donghui, an affiliated director of the company, avoided voting according to law, and the independent directors of the company expressed clear prior approval opinions and independent opinions on the above-mentioned proposals. For details, please refer to the company’s announcement on cninfo.com on January 16, 2021（ http://www.cn.info.com.cn. ）Announcement on signing conditional share subscription agreement with specific objects (Announcement No.: 2021-010) and announcement on related party transactions involving non-public Development Bank shares (Announcement No.: 2021-011).
As of the date of this announcement, Shandong Jingda has 145128677 voting shares in the listed company, accounting for 21.75% of the total share capital of the listed company. It is the controlling shareholder of the listed company. The actual controller of the listed company is the state-owned capital management office of Jining high tech Zone. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, Shandong Jingda’s subscription for the non-public offering constitutes a connected transaction with the company.
In order to extend the term of validity of the original agreement and further clarify the rights and obligations of both parties, Shandong Jingda and the listed company signed the share agreement on conditional effectiveness of non-public offering of shares on January 12, 2022
Supplementary agreement to subscription agreement (hereinafter referred to as “supplementary agreement”). Relevant proposals were deliberated and adopted at the 11th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors on January 12, 2022. Related directors Mr. Zhang Liang, Mr. Wang Donghui and related supervisor Mr. Zhang Mo avoided voting according to law, and the independent directors of the company expressed clear prior approval opinions and independent opinions on the above proposals.
The signing of this supplementary agreement does not constitute a major adjustment to the company’s non-public offering plan. The signing of the supplementary agreement will not adversely affect the normal production and operation of the company, and will not damage the interests of the company and minority shareholders. The non-public offering plan can only be implemented after being approved by the China Securities Regulatory Commission.
2、 Basic information of related parties
(I) basic information
Company name: Shandong Jingda Technology Industry Development Co., Ltd
Registered address: No. 9, Haichuan Road, Jining high tech Zone
Legal representative: Zhang Liang
Registered capital: 150 million yuan
Unified social credit Code: 9137080058193621xd
Enterprise type: limited liability company (solely state-owned)
Date of establishment: June 16, 2011
Operation period: June 16, 2011 to June 15, 2041
Business scope: Transformation of scientific and technological achievements and scientific and technological incubation; Development and operation of science and technology parks; Leasing and sales of industrial plants and equipment; Entrusted to engage in equity investment management; Import and export of goods and technologies (except for businesses restricted or prohibited by the state); Sales of mineral products, metal materials, building materials, mechanical equipment, non-metallic ores and products, metal ores, coal (excluding storage), textiles, textile machinery and accessories, textile raw materials and accessories (excluding hazardous chemicals); Garment processing and sales; Comprehensive development and utilization of reserve land; Land reserve market operation; Land improvement services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
As of the date of this announcement, the equity control relationship of Shandong Jingda is as follows:
State owned Capital Management Office of Jining high tech Zone
100%
Jining Hi Tech Holding Group Co., Ltd
100%
Shandong Jingda Technology Industry Development Co., Ltd
As of the date of this announcement, Jining High Tech Holding Group Co., Ltd. holds 100% equity of Shandong Jingda and is the controlling shareholder of Shandong Jingda. The state owned Capital Management Office of Jining high tech Zone holds 100% equity of Shandong Jingda through its wholly-owned subsidiary Jining High Tech Holding Group Co., Ltd. and is the actual controller of Shandong Jingda.
(II) main business and financial situation of the latest year
Shandong Jingda is a wholly-owned state-owned enterprise subordinate to the Management Committee of Jining high tech Zone. It is positioned as a professional operator of modern industrial park, a carrier for financial capital to serve the real economy, an operation platform for land reserve development and operation, and a market player driving industrial development. Shandong Jingda’s specific business includes: responsible for the planning, construction, investment attraction, operation and management of the industrial park of Jining high tech Zone; Carry out various financial related businesses such as fund investment, industrial investment, venture capital, angel investment and debt investment in innovative forms; Development of land market at the district level. The main financial data of Shandong Jingda in the latest year are as follows:
Unit: 10000 yuan
Project 2021.9.30 2020.12.31
Total assets 1537856.05 1346439.02
Total liabilities 940704.02 876933.83
Owner’s equity 597152.03 469505.19
Project from January to September 2021 to 2020
Operating income 349937.86 337608.58
Total profit 482.57 3809.61
Net profit 407.78 3256.61
Note: the financial data of 2020 have been audited, and the financial data from January to September 2021 have not been audited.
(III) relationship with the company
145128677 shares, accounting for 21.75% of the total share capital of the listed company, are the controlling shareholder of the listed company. Shandong Jingda’s subscription for the non-public offering of shares will further increase the direct shareholding ratio of Shandong Jingda and enhance its control. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, Shandong Jingda’s subscription for the non-public offering constitutes a connected transaction with the company.
3、 Basic information of related party transactions
The subject matter of this related party transaction is 102710027 shares to be non-public issued by the company, with a par value of RMB 1.00 per share. The number of shares in this non-public offering shall be subject to the number of shares finally approved by the CSRC.
4、 Pricing and principles of related party transactions
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 11th meeting of the Fifth Board of directors, i.e. January 15, 2021. The issuing price of this non-public offering is 3.69 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date. Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date. If the company’s shares are subject to ex right and ex interest behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment from the pricing base date to the issuance date, the issuance price of A-Shares in this non-public offering will be adjusted accordingly.
5、 Main contents of the agreement
On January 12, 2022, Shandong Jingda and the listed company signed the supplementary agreement on the conditional entry into force of the share subscription agreement for the raised funds of non-public development banks. The main contents of the agreement are as follows:
(I) contract subject
Party A (issuer): Ronglian Group Ltd(002642)
Party B (subscriber): Shandong Jingda
(II) amendment to the conditional effective share subscription agreement
Both parties agree to amend Article 8 of the conditional effective share subscription agreement related to the termination of the agreement. The specific amendments are as follows:
Original content:
“8.3 after the signing of this agreement, if the general meeting of shareholders of the issuer fails to consider and approve the non-public offering plan agreed in this agreement, or the CSRC fails to approve the non-public offering plan agreed in this agreement, or the non-public offering plan agreed in this agreement or the purpose of raised funds are changed before the end of this non-public offering, and both parties fail to reach an agreement through negotiation In case of supplementary agreement, this Agreement shall be automatically terminated.
8.4 if the effective conditions specified in Clause 8.1 are not fulfilled within 12 months after the signing of this agreement, this Agreement shall be terminated unless otherwise agreed by both parties. “
Amend to read:
“8.3 after the signing of this agreement, if the general meeting of shareholders of the issuer fails to consider and approve the non-public offering plan agreed in this agreement, or the CSRC fails to approve the non-public offering plan agreed in this agreement, or the issuer voluntarily announces the termination of this non-public offering or voluntarily withdraws the application materials related to this offering from the Shenzhen Stock Exchange or the CSRC according to the objective situation If there is any change in the non-public offering plan or the purpose of the raised funds agreed in this agreement before the end of this non-public offering, and both parties fail to reach a supplementary agreement through consultation, this agreement will be automatically terminated.
8.4 if the effective conditions specified in Clause 8.1 fail to be fulfilled within 36 months after the signing of this agreement, this Agreement shall be terminated unless otherwise agreed by both parties. “
8.5 other circumstances under which this Agreement shall be terminated in accordance with relevant laws and regulations of China. “
(III) effect of other clauses
Except for the terms expressly amended in this supplementary agreement, the rest of the conditional effective share subscription agreement shall remain in full force and effect. In case of any conflict between this supplementary agreement and the conditional effective share subscription agreement, the provisions of this supplementary agreement shall prevail.
(IV) effectiveness of the agreement
This supplementary agreement shall come into force as of the date of signing by both parties.
6、 Purpose of related party transaction and its impact on the company
(I) purpose of this transaction
1. Consolidate the controlling position of state-owned controlling shareholders and boost market confidence
After the transfer registration of the first batch of shares transferred under the agreement was completed and the voting right entrustment agreement was implemented, Shandong Jingda became the controlling shareholder of the listed company, and the actual controller of the listed company was the state-owned capital management office of Jining high tech Zone.
The signing of this supplementary agreement will be conducive to the implementation of the non-public offering plan. Through this non-public offering, Shandong Jingda will further increase the direct shareholding ratio, consolidate the position of Shandong Jingda as the controlling shareholder after the expiration of the voting right entrustment, ensure the stability of the control right of the listed company, promote the long-term sustainable and stable development of the listed company and boost market confidence.
2. The new controlling shareholder fulfilled its commitment to provide financial support to the company and solved the capital bottleneck in the process of the company’s business development
The company is positioned as an enterprise cloud computing and big data service provider, providing IT infrastructure, solutions and industry application services for large and medium-sized b-end users in finance, telecom operators, government utilities, biomedicine, energy and intelligent manufacturing, covering cloud services, data services, self owned products and services, data center construction and other business types. The development and implementation environment of the projects participated by the company is usually complex, the customer’s requirements are high, the project development and implementation cycle is long, and a large amount of capital investment is required for raw material procurement. The project payment collection method is usually collected in stages according to the contract, and the internal approval process of some customers is long, It takes a long time from the submission of collection application to the completion of internal approval process and final payment of customers, which makes the company form a great capital pressure. The company’s system product distribution business is mainly to sign agency agreements with original manufacturers, sell system products through its own channel network, and provide product maintenance services and advanced product services to channels and customers. In the distribution business of system products, the original manufacturer has high capital requirements for agents, and the general agent needs to advance money to get goods first. The company’s capital bottleneck directly limits the rapid expansion of the business. Therefore, the company’s capital bottleneck restricts the rapid expansion of its business.
According to the share transfer framework agreement, during the period when Shandong Jingda is the controlling shareholder of Ronglian Group Ltd(002642) , Shandong Jingda promises to provide the company with financial support of no less than 1.5 billion yuan in the next three years by providing entrusted loans, providing guarantees, shareholder loans and subscribing for Private Placement Shares
