Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022063 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on the signing of conditional effective share subscription agreement and related party transactions between the company and the object of this non-public offering
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important:
1. Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) the 2022 non-public offering plan still needs to be approved by the state-owned assets supervision and administration authority, perform the business concentration declaration, and obtain the decision or consent document issued by the competent anti-monopoly authority on no further review or prohibition of the anti-monopoly review of the business concentration, which has been deliberated and adopted by the general meeting of shareholders of the company, And report to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) for approval. Whether the non-public offering plan can obtain relevant approval or approval and the time of obtaining relevant approval or approval are uncertain.
2. The share subscription agreement and related party transactions signed by the company and the issuing object with conditional effect still need to be deliberated and approved by the general meeting of shareholders of the company. The related shareholders (if any) who have an interest in this related party transaction will avoid voting on relevant proposals at the general meeting of shareholders.
3. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
4. As of the disclosure date of this announcement, there has been no major transaction between the company and Midea Group Co.Ltd(000333) (hereinafter referred to as ” Midea Group Co.Ltd(000333) “) in the past 12 months.
1、 Overview of related party transactions
Midea Group Co.Ltd(000333) plans to sign with the company the subscription agreement for non-public Development Bank shares with the conditional effect of Shenzhen Clou Electronics Co.Ltd(002121) and Midea Group Co.Ltd(000333) and Midea Group Co.Ltd(000333) (hereinafter referred to as the “subscription agreement for non-public Development Bank shares with the conditional effect”) Midea Group Co.Ltd(000333) plans to fully subscribe for the company’s non-public offering shares in 2022 in cash, and the issue quantity is the total raised funds divided by the issue price of the non-public offering shares, And not more than 30% of the total share capital of the company before this issuance, that is, not more than 422504744 shares (including this number). The minimum number of shares in this non-public offering is 394337761 shares (including this number).
After the completion of this offering, the controlling shareholder of the company will be changed from Shenzhen capital operation group Co., Ltd. (hereinafter referred to as “Shenzhen capital group”) to Midea Group Co.Ltd(000333) , and the actual controller of the company will be changed from Shenzhen capital group to Mr. He Xiangjian.
According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, legal persons (or other organizations) and natural persons who have any of the circumstances mentioned in paragraphs 2 and 3 in the past 12 months or in the next 12 months according to relevant agreements are the affiliates of the listed company. Therefore, Midea Group Co.Ltd(000333) is an affiliated legal person of the company, and this non-public offering constitutes a connected transaction. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
Matters related to the non-public offering of shares in 2022 have been deliberated and adopted at the 16th (Interim) meeting of the 8th board of directors and the 10th (Interim) meeting of the 8th board of supervisors held on May 23, 2022. The independent directors expressed their prior approval opinions and independent opinions. The related party transaction still needs to be approved by the general meeting of shareholders, and the related shareholders (if any) interested in the related party transaction will avoid voting.
In 2022, if the non-state-owned business operators do not need to obtain the approval of the anti-monopoly plan or the approval of the anti-monopoly plan issued by the CSRC, the non-state-owned business operators shall not implement the anti-monopoly plan and shall not obtain the approval of the anti-monopoly authority.
2、 Details of related parties
(I) basic information of related parties
1. Midea Group Co.Ltd(000333) basic information
Enterprise name Midea Group Co.Ltd(000333)
Registered address: 26-28f, zone B, Midea headquarters building, No. 6, Midea Avenue, Beijiao Town, Shunde District, Foshan City
Legal representative: Fang Hongbo
Total share capital 6997053441 shares (as of April 21, 2022)
Date of establishment: April 7, 2000
Business term: no fixed term
Unified social credit code 91440606722473344c
Enterprise type: joint stock limited company (listed, invested or controlled by natural person)
Controlling shareholder Midea Holding Co., Ltd
Production and operation of household appliances, motors and their parts; R & D, manufacturing, sales, installation, maintenance and after-sales service of central air conditioning, heating equipment, ventilation equipment, heat pump equipment, lighting equipment, gas equipment, compressor and related general equipment, special equipment, household air conditioning equipment and its parts; Engage in the import, export, wholesale and processing business of household appliances, raw materials and spare parts of household appliances (if there are no stores, do not involve state-owned trade management commodities, and involve quota and license management business scope, it shall be handled in accordance with the provisions of the state); Information technology services; Provide investment consulting and management services for enterprises; Computer software and hardware development; Installation, maintenance and after-sales service of household appliances; Industrial product design; hotel management; Advertising agency; estate management; Research, development, sales and promotion of engineering and technology required by the enterprise; Investment in the financial sector. (projects involving administrative license must be operated with valid license or approval certificate) (projects subject to approval according to law can only be operated with the approval of relevant departments)
2. Midea Group Co.Ltd(000333) ‘s equity control relationship structure
As of March 31, 2022, Midea Holding Co., Ltd. is the controlling shareholder of Midea Group Co.Ltd(000333) holding 30.99% equity of Midea Group Co.Ltd(000333) and he Xiangjian is the actual controller of Midea Group Co.Ltd(000333) holding 94.55% equity of Midea Holding Co., Ltd. and directly holding 0.46% equity of Midea Group Co.Ltd(000333) as shown in the figure below:
He Xiangjian
94.55%
0.46%
Midea Holdings Limited
30.99%
Midea Group Co.Ltd(000333)
Upon inquiry, Midea Group Co.Ltd(000333) is not listed as the person subject to execution for breach of faith.
(II) development of main business in recent three years
Midea Group Co.Ltd(000333) is a global technology group covering five business segments: smart home business group, industrial technology business group, building technology business department, Siasun Robot&Automation Co.Ltd(300024) and automation business department and digital innovation business, providing diversified product types and services. Among them, the smart home business group, as the business entity of smart home appliances, smart home and surrounding related industries and ecological chains, undertakes the intelligent scene construction, user operation and data value exploration for end users, and is committed to providing the best experience of the whole house smart home and services for end users; The industrial technology business group has the ability to professionally develop, produce and sell high-precision core components such as compressors, motors, chips, frequency converters, servo systems and heat dissipation modules. It has many brands such as Meizhi, Weiling, Meiren, Toshiba, Hekang, riye, Gaochuang and Toshiba. Its products are widely used in the fields of household appliances, 3C products, new energy vehicles and industrial automation; The building technology division, as the business entity responsible for building products, services and related industries, takes the building digital service platform as the core, opens up the building traffic flow, information flow, experience flow and energy flow, and provides users with intelligent, digital and low-carbon overall building solutions Siasun Robot&Automation Co.Ltd(300024) and Automation Division, mainly focusing on the future factory related fields, provides solutions including industrial Siasun Robot&Automation Co.Ltd(300024) , logistics automation system and transmission system, as well as relevant solutions for medical, entertainment and new consumption fields; Digital innovation business mainly includes new businesses incubated in the transformation of Midea Group Co.Ltd(000333) business model with intelligent supply chain and industrial Internet, which can provide software services, unmanned retail solutions and productive services for enterprise digital transformation, as well as Beijing Wandong Medical Technology Co.Ltd(600055) , which is engaged in imaging medical device products and related services.
In 2019, 2020 and 2021, Midea Group Co.Ltd(000333) total operating revenue was 279380506000 yuan, 285709729000 yuan and 343360825000 yuan respectively, with good operating performance.
(III) main financial indicators of the latest year
Midea Group Co.Ltd(000333) the main financial indicators (consolidated statements) of the latest year are as follows:
Unit: 10000 yuan
Project: March 31, 2022 / January March, 2022 end of 2021 / year 2021
Total assets 40784238703879461040
Total liabilities 26497979702531210280
Total owner’s equity 14286259001348250760
Total operating income 9093882003433608250
Total profit 83627640337175440
Net profit 72285810290153760
Net profit attributable to shareholders of the parent company: 71779250285736500
Asset liability ratio 64.97% 65.25%
Weighted average return on net assets 5.57% 24.09%
Note: the financial data of 2021 has been audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership).
(IV) relationship with the company
Upon the completion of this offering, Midea Group Co.Ltd(000333) will become the controlling shareholder of the company and meet the conditions of connected persons specified in article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange.
3、 Basic information of transaction object
(I) subject matter of transaction
The subject matter of this transaction is the non-public offering shares of the company that Midea Group Co.Ltd(000333) intends to subscribe for.
(II) principles for determining the price of related party transactions
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 16th (Interim) meeting of the eighth board of directors of the company.
The issuing price of this offering is 3.28 yuan / share, which is no less than 80% of the average 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 offering price or pricing principle is adjusted due to relevant laws and regulations, normative documents, and the review requirements of the CSRC or the stock exchange, the subscription price of the issuing object will be adjusted accordingly.
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the issuance price of this offering will be adjusted accordingly. The adjustment method is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Distribution of cash dividends and bonus shares or conversion to share capital: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and P1 is the issue price after adjustment.
4、 Main contents of transaction agreement
1. Agreement subject
Party A: Shenzhen Clou Electronics Co.Ltd(002121)
Party B: Midea Group Co.Ltd(000333)
2. Subscription method
Party A intends to issue A-Shares by means of non-public issuance of shares to specific objects; Party B agrees to subscribe all the shares of Party A’s non-public offering in cash.
3. Number of shares subscribed
The number of shares subscribed by Party B this time is the total amount of raised funds divided by this non-public offering
