Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022060 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on the signing of the termination agreement of conditional effective share subscription agreement and related party transactions between the company and the subscriber
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.
1、 Overview of related party transactions
On December 28, 2021, the ninth (Interim) meeting of the eighth board of directors and the fifth (Interim) meeting of the eighth board of supervisors of Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as "the company") deliberated and adopted the proposal on Shenzhen Clou Electronics Co.Ltd(002121) meeting the conditions for non-public development of shares, the proposal on signing a conditional and effective share subscription agreement with a specific object and other proposals. The company plans to issue A-Shares non publicly, The objects of issuance are securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, finance companies, asset management companies, qualified overseas institutional investors, other institutional investors and natural persons, including Shenzhen capital operation group Co., Ltd. (hereinafter referred to as "Shenzhen capital group"), which comply with the provisions of the CSRC. The objects of issuance shall not exceed 35 (including 35), The number of non-public offering shares shall not exceed 422504744 shares (including 422504744 shares), and the total amount of raised funds shall not exceed 2200 million yuan (including this amount). As of the disclosure date of this announcement, the board of directors of the company has not submitted the proposal related to the non-public offering of shares in 2021 to the general meeting of shareholders for deliberation.
On December 28, 2021, the company and the controlling shareholder Shenzhen Capital Group signed the share subscription agreement of Shenzhen Clou Electronics Co.Ltd(002121) and Shenzhen capital operation group Co., Ltd. (hereinafter referred to as the "share subscription agreement"). In view of the company's intention to terminate the non-public offering of shares in 2021, after careful study and consensus with Shenzhen capital group, the company agreed to terminate the originally signed share subscription agreement. The company intends to sign the termination agreement of the conditional effective share subscription agreement between Shenzhen Clou Electronics Co.Ltd(002121) and Shenzhen capital operation group Co., Ltd. (hereinafter referred to as the "termination agreement of the conditional effective share subscription agreement") with Shenzhen capital group.
Shenzhen capital group is the controlling shareholder and actual controller of the company. According to the stock listing rules of Shenzhen Stock Exchange, this event constitutes a connected transaction.
The 16th (Interim) meeting of the 8th board of directors and the 10th (Interim) meeting of the 8th board of supervisors held by the company on May 23, 2022 deliberated and adopted the proposal on signing the termination agreement of conditional effective share subscription agreement and related party transactions between the company and the subscribers. During the deliberation of the board of directors, related directors Mr. Wang DaoHai, Mr. Sun Huirong and Mr. Li Caijun have avoided voting. The independent directors expressed their prior approval opinions and independent opinions.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
(I) basic information of related parties
1. Basic information of Shenzhen Capital Group
Company name: Shenzhen capital operation group Co., Ltd
Registered address: C1, 16th floor, investment building, No. 4009, Shennan Avenue, Futian District, Shenzhen
Legal representative: Hu Guobin
The registered capital is 14620 million yuan
Date of establishment: June 22, 2007
Operation period: June 22, 2007 to June 22, 2057
Unified social credit code 91440 Penyao Environmental Protection Co.Ltd(300664) 187170p
Enterprise type: limited liability company (solely state-owned)
Controlling shareholder state owned assets supervision and Administration Commission of Shenzhen Municipal People's Government
Business scope: investment and establishment of various industries (specific projects will be reported separately); Investment business; Investment management; Asset management.
2. Equity control relationship structure of Shenzhen Capital Group
The state owned assets supervision and Administration Commission of Shenzhen Municipal People's government is the controlling shareholder and actual controller of Shenzhen capital group, holding 100% equity of Shenzhen capital group. The above equity and holding relationship are shown in the figure below: state owned assets supervision and Administration Commission of Shenzhen Municipal People's Government
Asset supervision and Administration Commission
100%
Shenzhen capital operation group Co., Ltd
Limited company
(II) main business in recent three years
Shenzhen capital group is a state-owned assets auxiliary performance platform and state-owned capital operation professional platform specially established by Shenzhen to promote the transformation of state-owned assets management from asset management to capital management and promote the overall capital operation strategy of Shenzhen state-owned assets. The main businesses are M & A, equity investment, industrial fund and market value management.
(III) brief financial data of the latest year
The main financial data of Shenzhen capital group in the latest year are shown in the following table:
Unit: Yuan
Project December 31, 2021 / year 2021
Total assets 7954210555578
Total liabilities 27949881
Total owner's equity 3759930710497
Total operating income 76 Xiangpiaopiao Food Co.Ltd(603711) 0561
Total profit 308312843668
Net profit 280298425312
Net profit attributable to shareholders of the parent company 309828517714
Note: the above data have been audited by Pengsheng Certified Public Accountants (special general partnership)
(IV) relationship with the company
Shenzhen capital group holds 341685291 shares of the company, accounting for 24.26% of the total share capital of the company. It is the controlling shareholder and actual controller of the company and meets the situation of related parties specified in article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange.
3、 Main contents of termination agreement
(I) agreement subject
Party A: Shenzhen Clou Electronics Co.Ltd(002121)
Party B: Shenzhen capital operation group Co., Ltd
(II) both parties agree and confirm that the share subscription agreement will be terminated from the effective date of this termination agreement. After the termination of the above agreement, it will no longer be binding on Party A and Party B, and either party will no longer have rights and obligations under the above agreement, and will no longer put forward any requirements or claims to the opposite party for any reason.
(III) both parties agree that neither party has any dispute or dispute under the share subscription agreement, neither party has any breach of contract, and neither party shall be liable for breach of contract and compensation.
(IV) the relevant expenses arising from the signing and termination of the share subscription agreement and the signing of this termination agreement shall be borne by both parties, and neither party is required to pay any expenses to the other party.
(V) both parties unanimously confirm that after the termination agreement takes effect, the statements and commitments issued by Party B for the subscription of shares issued by Party A under the original issuance plan of Party A will no longer be legally binding, and Party B does not need to continue to perform the rights and obligations under the relevant documents.
(VI) any dispute arising under this termination agreement shall be settled by both parties through negotiation. If no settlement can be reached through negotiation, either party has the right to bring a lawsuit to the people's court with jurisdiction in the place of Party B's residence. During the period of dispute settlement, both parties shall continue to perform other terms of this Agreement except the terms involved in the dispute.
(VII) this termination agreement shall be established after being signed and sealed by the legal representatives / authorized representatives of both parties, and shall take effect from the date when the board of directors of Party A considers and approves this termination agreement.
4、 Purpose of the transaction and its impact on the company
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of acquisition of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, after careful analysis and communication with relevant parties, The company and Shenzhen capital group decided to terminate the share subscription agreement.
The termination of the share subscription agreement is the result of consensus between the company and Shenzhen capital group, which will not have an adverse impact on the company's production, operation and business development, and will not damage the interests of the company and all shareholders, especially minority shareholders.
5、 Total amount of various related party transactions with related parties from the beginning of this year to the disclosure date
Except for the termination of the non-public offering of shares in 2021, there was no other related party transaction between the company and Shenzhen capital group from the beginning of 2022 to the disclosure date of this announcement.
6、 Prior approval opinions and independent opinions of independent directors
1. Prior approval opinion
In view of the company's intention to terminate the non-public offering of A-Shares in 2021, the company will sign the termination agreement of conditional effective share subscription agreement with specific objects. The matters related to related party transactions involved in the signing of the termination agreement are the work related to the company's termination of the non-public offering of shares in 2021, which will not have an adverse impact on the company's production, operation and business development, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to submit this proposal to the board of directors of the company for deliberation.
2. Independent opinion
The signing of the termination agreement of conditional effective share subscription agreement between the company and specific objects is the work related to the termination of the company's non-public offering of shares in 2021, which will not have an adverse impact on the company's production, operation and business development, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The content of the relevant termination agreement complies with the relevant provisions of national laws, regulations and normative documents, the review procedure is legal and effective, and the related directors have avoided voting. Therefore, we agree to sign the above termination agreement.
7、 Documents for future reference
1. Resolutions of the 16th (Interim) meeting of the 8th board of directors of the company;
2. Resolutions of the 10th (Interim) meeting of the 8th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the 16th (Interim) meeting of the eighth board of directors of the company;
4. Independent directors' independent opinions on matters related to the 16th (Interim) meeting of the eighth board of directors of the company;
5. Termination agreement of the conditional effective share subscription agreement between Shenzhen Clou Electronics Co.Ltd(002121) and Shenzhen capital operation group Co., Ltd.
It is hereby announced.
Shenzhen Clou Electronics Co.Ltd(002121) board of directors
May 23, 2002
