Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022068 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on resumption of trading of the company’s shares
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:
The trading of the company’s shares (Securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) , securities code: Shenzhen Clou Electronics Co.Ltd(002121) ) will resume from the morning of Tuesday, May 24, 2022.
1、 Suspension
Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) applied to Shenzhen stock exchange for the change of control planned by the controlling shareholder and actual controller Shenzhen capital operation group Co., Ltd. (hereinafter referred to as “Shenzhen capital group”), and the trading of the company’s shares (stock abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) ; securities code: Shenzhen Clou Electronics Co.Ltd(002121) ) was suspended from the morning of Tuesday, May 17, 2022, For details, please refer to the company’s website at securities times, China Securities News, Securities Daily, Shanghai Securities News and http://www.cn.info.com.cn Announcement on suspension of major events (Announcement No.: 2022054) and announcement on progress of major events and continued suspension (Announcement No.: 2022056) disclosed.
2、 Progress and resumption arrangement
On May 23, 2022, Shenzhen Capital Group signed the voting right entrustment agreement with Midea Group Co.Ltd(000333) (hereinafter referred to as ” Midea Group Co.Ltd(000333) “), and Shenzhen capital group entrusted the voting right corresponding to 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) to exercise The total number of non-public shares issued by the company does not exceed 30 of the total number of shares issued by the company before the signing of the non-public offering agreement, that is, the number of non-public offering of shares does not exceed 30 of the company’s capital stock, The minimum number of shares to be issued this time is 394337761 (including this number). If calculated according to the upper limit of the 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. In addition to the above agreement, on May 23, 2022, Midea Group Co.Ltd(000333) and Shenzhen Capital Group signed the conditional effective share transfer agreement, and Shenzhen capital group transferred 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 “target shares”) to Midea Group Co.Ltd(000333) , The voting rights corresponding to the subject shares before the transfer have been entrusted to Midea Group Co.Ltd(000333) . On May 23, 2022, Midea Group Co.Ltd(000333) and Shenzhen capital group also 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.
For details, please refer to the company’s announcement on securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on May 24, 2022 Disclosed “suggestive announcement on the signing of ＜ voting power entrustment agreement ＞ ＜ conditional effective share transfer agreement ＜ share transfer option agreement ＞ by the controlling shareholder and ＜ conditional effective subscription agreement for non-public offering shares ＞ by the company and the proposed change of the controlling shareholder and actual controller of the company” (Announcement No.: 2022067). In order to ensure the liquidity of the company’s shares and safeguard the interests of the majority of investors, in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 6 – suspension and resumption of trading, after applying to Shenzhen Stock Exchange, the trading of the company’s shares (stock abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) , stock code: Shenzhen Clou Electronics Co.Ltd(002121) ) will resume from the opening of the market on the morning of Tuesday, May 24, 2022.
3、 Risk tips
The relevant matters involved in this change of control need to be deliberated and approved by the general meeting of shareholders of the company and obtain the approval of the state-owned assets regulatory authority, the approval of the Anti-monopoly Bureau of the State Administration of market supervision and administration on the anti-monopoly declaration of business concentration, the approval of China Securities Regulatory Commission and other competent departments in advance. The agreement transfer needs to pass the compliance review of Shenzhen Stock Exchange, And handle the procedures related to the transfer of agreement shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and there is still uncertainty whether these matters can be finally implemented.
The implementation of the relevant matters involved in this change of control 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 change of control 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 relevant matters.
The company will continue to pay attention to the follow-up progress of the matter and timely perform the obligation of information disclosure in accordance with the provisions and requirements of relevant laws and regulations. The information disclosure media designated by the company are securities times, China Securities News, Securities Daily, Shanghai Securities News and http://www.cn.info.com.cn, All information of the company is subject to the information published in the above designated media. Please pay attention to the relevant announcements and pay attention to the investment risks.
It is hereby announced.
Shenzhen Clou Electronics Co.Ltd(002121) board of directors
May 23, 2002
