Announcement on requesting the general meeting of shareholders to approve Geely maijie Investment Co., Ltd. and its persons acting in concert to be exempted from increasing the company’s shares by tender offer
Securities code: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) securities abbreviation: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Announcement No.: 2022026 Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Announcement on requesting the general meeting of shareholders to approve Geely maijie Investment Co., Ltd. and its persons acting in concert to be exempted from increasing the company’s shares by tender offer
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.
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) (hereinafter referred to as “the company”) intends to issue shares to Geely maijie Investment Co., Ltd. (hereinafter referred to as “the non-public offering”) controlled by the actual controller Li Shufu. Before the non-public offering, the actual controller Li Shufu held 135 million shares of the company through Geely Technology Group Co., Ltd., accounting for 29.77% of the total share capital of the company. According to the upper limit of this offering, after the offering is completed, Geely maijie Investment Co., Ltd. and its concerted actors Li Shufu and Geely Technology Group Co., Ltd. jointly control [37.73]% of the shares of the company. Therefore, this non-public offering triggers the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies.
According to the relevant provisions of Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in the shares in which he has interests in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, Investors may be exempted from submitting an application for exemption from offer and directly apply to the stock exchange and securities registration and settlement institution for handling the procedures of share transfer and transfer registration. Geely maijie Investment Co., Ltd. has promised to subscribe for the shares of this non-public offering and will not transfer them within 36 months from the date of the end of the offering. After the approval of the non affiliated shareholders of the general meeting of shareholders, Geely maijie Investment Co., Ltd. obtained the company’s issuance of new shares in this non-public offering, which is in line with the exemption from offering as stipulated in Article 63 of the administrative measures for the acquisition of listed companies.
The board of directors of the company will submit to the general meeting of shareholders to consider and approve the proposal that Geely maijie Investment Co., Ltd. and its persons acting in concert are exempted from issuing an offer. The non-public offering involves related party transactions. The related directors have avoided voting, and the independent directors have expressed their prior approval and independent opinions, which need to be deliberated and approved by the general meeting of shareholders. At that time, the related shareholders will avoid voting at the general meeting of shareholders.
It is hereby announced.
Announcement on requesting the general meeting of shareholders to approve Geely maijie Investment Co., Ltd. and its persons acting in concert to be exempted from increasing the company’s shares by tender offer
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) board of directors may 21, 2022
