Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022067 Shenzhen Clou Electronics Co.Ltd(002121)
Suggestive announcement on the signing of voting power entrustment agreement, conditional share transfer agreement, share transfer option agreement by the controlling shareholder, subscription agreement for non-public development shares with conditional effect by the company and the proposed change of the controlling shareholder and actual controller of the company
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.
Special tips:
1. The controlling shareholder and actual controller of Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) Shenzhen capital operation group Co., Ltd. (hereinafter referred to as “Shenzhen capital group”) and Midea Group Co.Ltd(000333) (hereinafter referred to as ” Midea Group Co.Ltd(000333) “) signed the voting right entrustment agreement, 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 date of signing the agreement, hereinafter referred to as “entrusted shares”) to Midea Group Co.Ltd(000333) exercise (hereinafter referred to as “this entrusted voting rights”) Midea Group Co.Ltd(000333) and the company signed the subscription agreement of non-public Development Bank shares with conditional effect. The company plans to issue A-share shares (hereinafter referred to as “this issuance”) to Midea Group Co.Ltd(000333) in a non-public manner. The amount of issuance is the total amount of raised funds divided by the issuance price of this non-public issuance, and does not exceed 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 to be issued this time is 394337761 (including this number).
2. If calculated according to the upper limit of issuance, after the completion of this issuance, Midea Group Co.Ltd(000333) owns 29.96% of the voting shares of the company and becomes the controlling shareholder of the company, and Mr. He Hengjian becomes the actual controller of the company. 3. In addition to the above agreements, Midea Group Co.Ltd(000333) and Shenzhen capital group have signed the conditional effective share transfer agreement and 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 signing date of the agreement) to Midea Group Co.Ltd(000333) (hereinafter referred to as “this share transfer”) at the price of RMB 6.64 per share, The voting rights corresponding to the subject shares before the transfer are entrusted to Midea Group Co.Ltd(000333) ; Shenzhen Capital Group has the right (but not the obligation) 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 (hereinafter referred to as “share transfer option”) within 10 working days from the date when the company’s shares issued this time are registered in Midea Group Co.Ltd(000333) name.
4. As of the disclosure date of this announcement, the relevant matters involved in this transaction still need to be approved by the general meeting of shareholders of the listed company, the approval of the state-owned assets regulatory authority, the approval of the anti-monopoly declaration of business concentration by the Anti-monopoly Bureau of the State Administration of market supervision, the approval of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) The compliance confirmation of Shenzhen Stock Exchange and application for share transfer registration with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
5. The subsequent implementation of this transaction must comply with the requirements and provisions of the company law, the securities law and other relevant laws and regulations and the relevant business rules of Shenzhen Stock Exchange. If the relevant matters involved in this transaction do not comply with the requirements of relevant laws and regulations or the business rules of the exchange, there may be a risk of adjusting the matters related to the transaction. 6. The company will disclose the information related to this transaction in a timely manner according to the uncertain progress of this transaction.
1、 Basic information of this transaction
(I) voting right entrustment
On May 23, 2022, Shenzhen capital group and Midea Group Co.Ltd(000333) signed the voting rights entrustment agreement, which stipulated that Shenzhen capital group would transfer the voting rights, nomination and proposal rights, participation rights, voting rights, supervision and suggestion rights, right to know Midea Group Co.Ltd(000333) exercise the right of inspection and other rights other than the right of income, the right of transfer and other property rights exclusively and irrevocably free of charge.
(II) this issuance
On May 23, 2022, the company held the 16th (Interim) meeting of the 8th board of directors and the 10th (Interim) meeting of the 8th board of supervisors, deliberated and adopted the proposal on the signing of conditional and effective share subscription agreement and related party transactions between the company and the object of this non-public offering; On May 23, 2022, the company and Midea Group Co.Ltd(000333) signed the subscription agreement for non-public development shares with conditional effect, which agreed that the company planned to issue A-Shares non publicly, Midea Group Co.Ltd(000333) was the sole subscriber, and the number of subscribed shares of Midea Group Co.Ltd(000333) was the total amount of raised funds divided by the issue price of the non-public offering shares, which did not exceed 30% of the total share capital of the company before the offering, that is, it did not exceed 422504744 shares (including this number). The minimum number of shares in this non-public offering is 394337761 shares (including this number).
(III) this share transfer
On May 23, 2022, Shenzhen capital group and Midea Group Co.Ltd(000333) signed the conditional effective share transfer agreement, and Shenzhen capital group transferred 126047248 shares (accounting for 8.95% of the total share capital of the company on the date of signing the agreement, hereinafter referred to as “subject shares”) to Midea Group Co.Ltd(000333) . The voting rights corresponding to the subject shares involved in this share transfer will be entrusted to Midea Group Co.Ltd(000333) .
(IV) share transfer option
On May 23, 2022, Shenzhen capital group and Midea Group Co.Ltd(000333) signed the share transfer option agreement. Within 10 working days from the date when the company’s shares issued this time are registered in Midea Group Co.Ltd(000333) name, Shenzhen Capital Group has the right (but not the obligation) to continue to transfer some of its shares to Midea Group Co.Ltd(000333) at the price of 6.64 yuan / share, The number of shares transferred shall not exceed 85205123 (including this number, accounting for about 6.05% of the total share capital of the company on the date of signing the agreement, and the number of shares generated by the conversion of capital reserve to share capital, distribution of stock dividends and stock subdivision shall be adjusted accordingly). After the completion of the transfer of these shares, the proportion of shares held by Midea Group Co.Ltd(000333) shall not exceed 29.96% (including this number) of the total share capital of the company at the time of the completion of the transfer.
(V) Shareholding and voting of both parties after the completion of this transaction
Up to now, the controlling shareholder and actual controller of the company is Shenzhen capital group. After the completion of this offering, according to the upper limit of the offering, the proportion of Midea Group Co.Ltd(000333) holding voting shares of the company will reach 29.96%, the controlling shareholder of the company will be changed to Midea Group Co.Ltd(000333) , and the actual controller of the company will be changed to Mr. He Xiangjian. The details of shareholding and voting rights before and after the implementation of the overall equity change plan are shown in the table below:
Before and after the current equity change of shareholders
Name shareholding quantity shareholding proportion voting right proportion shareholding quantity shareholding proportion voting right proportion
(shares) (shares)
Midea 0.00% 0.00% 54855199229.96% 29.96%
group
Shenzhen capital 34168529124.26% 24.26% 21563804311.78% 11.78%
Note to the group: the number of non-public offering shares is calculated according to the issuance ceiling, and it is assumed that all matters related to this transaction will be implemented except for the option of share transfer.
2、 Basic information of both parties
(I) basic information of voting right entrusting party and share transferor
The entrusting party of this voting right entrustment and the transferor of this share transfer are Shenzhen capital group.
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
(II) basic information of voting trustee, subscriber and transferee
Group.
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% shares of Midea Group Co.Ltd(000333) and he Xiangjian is the actual controller of Midea Group Co.Ltd(000333) holding 94.55% shares of Midea Holding Co., Ltd. and directly holding 0.46% shares 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.
3、 Main contents of relevant agreements involved in this transaction
(I) main contents of voting right entrustment agreement
1. Agreement subject
Client: Shenzhen Capital Group
Trustee: Midea Group Co.Ltd(000333)
2. Subject matter of voting right entrustment
The entrusting party intends to entrust the voting rights corresponding to the total 126047248 shares of the listed company held by the entrusting party (accounting for about 8.95% of the total share capital of the listed company on the signing date of the voting rights entrustment agreement, hereinafter referred to as “entrusted shares”).
