Shenzhen Clou Electronics Co.Ltd(002121) may 23 announced that the company plans to issue no less than 394337761 shares (including the number of shares) and no more than 422504744 shares (including the number of shares) to Midea Group Co.Ltd(000333) non-public related parties. The issuing price is 3.28 yuan / share. It is expected that the fund-raising will not exceed 1.386 billion yuan. The net amount of the raised funds after deducting the issuance expenses will be used to repay interest bearing liabilities. Upon the completion of this offering, Midea Group Co.Ltd(000333) will become the controlling shareholder of the company, and the actual controller of the company will be changed. The trading of the company’s shares will resume from the morning of the opening of the market on Tuesday, May 24, 2022.
On May 23, Midea Group Co.Ltd(000333) signed the voting right entrustment agreement with Shenzhen capital group and the share subscription agreement with the company. Shenzhen Capital Group plans to entrust the voting rights corresponding to its 126047248 shares of the company (accounting for 8.95% of the total share capital of the company on the signing date of the agreement) to Midea Group Co.Ltd(000333) ; The company plans to issue A-Shares to Midea Group Co.Ltd(000333) in a non-public manner. The number of shares to be issued is the total amount of raised funds divided by the issuing price of the non-public offering, and does not exceed 30% of the total share capital of the company before the offering, that is, it does not exceed 422504744 shares (including the number). The minimum number of shares to be issued this time is 394337761 shares (including the number). Calculated according to the upper limit of the issuance, upon the completion of this issuance, Midea Group Co.Ltd(000333) will hold 29.96% of the shares and voting rights of the listed company and become the controlling shareholder of the listed company.
In addition to the above agreements, on May 23, 2022, Midea Group Co.Ltd(000333) and Shenzhen Capital Group signed the share transfer agreement and the share transfer option agreement. Shenzhen Capital Group plans to transfer its 126047248 shares of the company (accounting for 8.95% of the total share capital of the company on the date of signing the agreement) to Midea Group Co.Ltd(000333) , The voting rights corresponding to the subject shares before the transfer will be entrusted to Midea Group Co.Ltd(000333) ; Within 10 working days from the date when the company’s shares issued this time are registered in the name of Midea Group Co.Ltd(000333) Shenzhen Capital Group has the right to continue to transfer part of the company’s shares held by Midea Group Co.Ltd(000333) at the price of 6.64 yuan / share (no more than 6.05% of the total share capital of Shenzhen Clou Electronics Co.Ltd(002121) on the date of signing the agreement, and make the shareholding proportion of Midea Group Co.Ltd(000333) no more than 29.96% of the total share capital of Shenzhen Clou Electronics Co.Ltd(002121) when the transfer is completed).
Meanwhile, Shenzhen Clou Electronics Co.Ltd(002121) announced the termination of the company’s non-public offering of A-Shares in 2021. Previously, the company planned to issue A-share non-public to no more than 35 investors, including Shenzhen capital group, who comply with the provisions of the CSRC. The number of non-public shares is no more than 422504744 (including 422504744 shares), and the total amount of funds raised is no more than 2.2 billion yuan (including this amount).
