Securities code: Yunnan Xiyi Industrial Co.Ltd(002265) securities abbreviation: Yunnan Xiyi Industrial Co.Ltd(002265) Announcement No.: 2022026 Yunnan Xiyi Industrial Co.Ltd(002265)
Announcement on the reply to the restructuring inquiry letter of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Yunnan Xiyi Industrial Co.Ltd(002265) (hereinafter referred to as “the company”, “listed company” and ” Yunnan Xiyi Industrial Co.Ltd(002265) “) disclosed the report on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) and relevant documents on April 26, 2022. On April 28, 2022, the company received the inquiry letter on the restructuring of Yunnan Xiyi Industrial Co.Ltd(002265) issued by the second Department of management of listed companies of Shenzhen Stock Exchange (inquiry letter on permitted restructuring [2022] No. 6) (hereinafter referred to as the “inquiry letter”). According to the relevant requirements of the inquiry letter, the company, together with relevant parties and intermediaries of this transaction, carefully checked, analyzed and explained the questions raised in the inquiry letter one by one, The reply to the inquiry letter is hereby announced as follows.
Unless otherwise specified, the abbreviation and interpretation used in this reply are consistent with the report on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) disclosed on the same day.
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1. According to the report, after the completion of this transaction, China Ordnance Equipment Group Co., Ltd. (hereinafter referred to as “Ordnance Equipment Group”) and its related parties will jointly hold 85.09% of your company’s shares. In combination with the provisions of item (24) of article 15.1 of the stock listing rules (revised in 2022), please supplement and disclose whether the company’s equity distribution may no longer meet the listing conditions and safeguard measures 32. According to the report, this transaction still needs to obtain the reply of the State Administration of science, technology and industry for national defense on the exemption of information disclosure in this reorganization. In combination with the provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies (revised in 2022), and comparing the information disclosed in the report, please explain whether the contents that should be disclosed but not disclosed belong to the scope of the application for exemption from information disclosure made by the ordnance equipment group to the State Administration of science, technology and industry for national defense (hereinafter referred to as “the administration of science, technology and industry for national defense”), The reasons for the failure to disclose or provide in accordance with the requirements of the standards shall be described in detail in the relevant chapters; Whether it will have a substantial impact on this major asset restructuring in combination with the approval process to the State Administration of science, technology and industry for national defense four
1. According to the report, after the completion of this transaction, China Ordnance Equipment Group Co., Ltd. (hereinafter referred to as “Ordnance Equipment Group”) and its related parties will jointly hold 85.09% of your company’s shares. In combination with the provisions of item (24) of article 15.1 of the stock listing rules (revised in 2022), please supplement and disclose whether the company’s equity distribution may no longer meet the listing conditions and safeguard measures.
Question reply:
(I) in combination with the provisions of item (24) of article 15.1 of the stock listing rules (revised in 2022), supplementary disclosure shall be made on whether the equity distribution of the company may no longer meet the listing conditions
According to item (24) of article 15.1 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022): “equity distribution no longer meets the listing conditions: it means that the shares held by the public are less than 25% of the total shares of the company; if the total share capital of the company exceeds 400 million yuan, the shares held by the public are less than 10% of the total shares of the company. The above-mentioned public refers to other shareholders of the listed company except the following shareholders:
1. Shareholders holding more than 10% of the shares of the listed company and their persons acting in concert;
2. Directors, supervisors and senior managers of listed companies and their close family members, legal persons or other organizations directly or indirectly controlled by directors, supervisors and senior managers of listed companies. “
After issuing shares and paying cash to purchase assets in this transaction, the total share capital of the listed company will exceed 400 million yuan without considering raising supporting funds. Ordnance Equipment Group and its related parties (Nanfang Industrial Asset Management Co., Ltd. and Wuhan Changjiang photoelectric Co., Ltd.) will jointly hold 85.09% of the shares of the company, and there is no concerted action relationship between ordnance equipment group and other non related party shareholders of the listed company, no other shareholders holding more than 10% of the shares of the listed company and their persons acting in concert, and no directors, supervisors Senior managers and their close family members and legal persons or other organizations directly or indirectly controlled by directors, supervisors and senior managers of listed companies hold shares of the company. The proportion of shares held by the public is expected to be 14.91%, more than 10% of the total shares of the company, There is no situation that the equity distribution specified in Item (24) of article 15.1 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022) no longer meets the listing conditions.
(II) in combination with the provisions of item (24) of article 15.1 of the stock listing rules (revised in 2022), supplement and disclose the safeguard measures to prevent the company’s equity distribution from no longer meeting the listing conditions
In order to avoid that the company’s equity distribution no longer meets the listing conditions, the safeguard measures taken by the listed company and relevant subjects are as follows:
1. The transaction plan includes issuing shares, paying cash to purchase assets and raising supporting funds. The listed company plans to issue shares to no more than 35 specific investors to raise supporting funds. The total amount of supporting funds to be raised is no more than 100 million yuan, that is, no more than 4264716700 yuan, and the number of shares issued is no more than 30% of the total share capital of the listed company before the transaction, that is, no more than 95569851 shares. Ordnance Equipment Group and its related parties do not participate in the raising of supporting funds. According to the calculation of the maximum issuance proportion, after the issuance of supporting funds, it is expected that the listed company will not increase the shareholders holding more than 10% of the shares of the company. Therefore, the proportion of public shareholders is expected to further increase after the completion of the raising of supporting funds.
2. If the listed company plans to implement stock issuance or repurchase, equity incentive and other acts in the future, the listed company will carefully formulate relevant plans on the premise of meeting the requirements of laws and regulations on the proportion of shares held by the public in the listed company at that time, so as to avoid the company’s failure to meet the conditions for stock listing due to the above-mentioned acts. At the same time, the listed company will strengthen the training and internal management of the company’s directors, supervisors, senior managers and relevant personnel, and standardize the shareholding behavior and stock trading behavior of the above-mentioned subjects.
Accordingly, the company has taken necessary measures to ensure that the equity distribution of the company still meets the listing conditions specified in the stock listing rules (revised in 2022) after this transaction.
2. According to the report, this transaction still needs to obtain the reply of the State Administration of science, technology and industry for national defense on the exemption of information disclosure in this reorganization. In combination with the provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies (revised in 2022), and comparing the information disclosed in the report, please explain whether the contents that should be disclosed but not disclosed belong to the scope of the application for exemption from information disclosure made by the ordnance equipment group to the State Administration of science, technology and industry for national defense (hereinafter referred to as “the administration of science, technology and industry for national defense”), The reasons for the failure to disclose or provide in accordance with the requirements of the standards shall be described in detail in the relevant chapters; Whether it will have a substantial impact on this major asset restructuring in combination with the approval process to the State Administration of science, technology and industry for national defense.
Question reply:
(I) please combine the provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022) and compare the information disclosed in the report to explain whether the contents that should be disclosed but not disclosed belong to the scope of the application for exemption from information disclosure made by ordnance equipment group to the State Administration of science, technology and industry for national defense (hereinafter referred to as “the administration of science, technology and industry for national defense”), The reasons for the failure to disclose or provide in accordance with the requirements of the standards shall be explained in detail in the relevant chapters
In accordance with the relevant provisions of the Interim Measures for the administration of the disclosure of special financial information for external financing of military enterprises, the financial information disclosed by military enterprises shall be subject to confidentiality examination in accordance with the provisions. If it is uncertain whether the financial information to be disclosed involves state secrets, it shall be reported for examination and approval level by level in accordance with the relevant provisions of confidentiality management. For the financial information involving state secrets, or the financial information that may indirectly infer state secrets, the military industry enterprise shall conduct declassification by means of proxy, packaging or summary before disclosure; For financial information that cannot be declassified, or there is still a risk of divulging state secrets after declassification, military enterprises shall apply to the relevant competent departments of the state or stock exchanges for exemption from disclosure in accordance with the provisions of these measures.
The target company is mainly engaged in the R & D and manufacturing of firearms and light weapons equipment. Its customers involve the military and relevant information involves state secrets. Therefore, the company exempted the disclosure or declassification of relevant confidential information in accordance with the Interim Measures for the administration of special financial information disclosure of foreign financing of military enterprises. As of the date of issuance of the reply to this inquiry letter, the transaction has obtained the official reply of the State Administration of science, technology and industry for national defense on the exemption information disclosure of this reorganization.
In combination with the comparison of the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022) (hereinafter referred to as the “standards for the format No. 26”), the specific chapters and processing methods of confidential information exempted from disclosure or handled by declassification in the report are as follows:
The format standard No. 26 for the classified contents of the preface requires the processing method of specific chapters of the report
According to Article 18, the subject matter of the transaction involves the subject asset base in Section IV of the report
(I) in “Xi. Business qualification and exemption of 1-secret qualification planning, construction and other related matters for approval, the project initiation, environmental protection, industry access and disclosure involved in military industry shall disclose whether the corresponding license has been obtained for land use and other related applications for approval”
Or the reply document of the relevant competent department. Business qualification and license “
Military products business production
Energy, output and “section IV target company base” of the report
At the beginning and end of the period, in accordance with Article 21, “v. main business” of this information shall be disclosed in a list
2. Inventory quantity, quantity of main products (or services) in each period of the report period “(V) production and sales exemption sales volume of main products, product capacity, output, inventory and sales at the beginning and end of the period)” 2. Production capacity of main products, disclosed main users, sales revenue, output and sales volume “
And price changes
situation
According to Article 21, the military products business should disclose the report
Raw materials and energy of materials and their main products during their supply period and their supply “v. main business conditions” of “section IV Basic exemption 3 of the subject company, raw materials and prices of main raw materials and energy” in the report disclose the change trend of material prices. (VI) procurement of main raw materials
Dynamic trend
The format standard No. 26 for the classified contents of the preface requires the processing method of specific chapters of the report
According to articles 21 and 32 of the report, the construction industrial army stipulates “section IV target company base”
For the total revenue and fixed income of products, the segment data of exempted total cost and main business income shall be disclosed based on “v. main business conditions” of “business capital of the reporting period of the transaction object”, and the production and sales of main products of each product (or service) shall be disclosed respectively in combination with “(I) overview of main business” and “(V) specific conditions of 4 business income of the transaction object”
Composition, main business category and revenue composition of each business and region, “section IX management discussion” of the report
The business cost structure analyzes the increase and decrease of operating income and the “IV. causes of financial exemption of the underlying assets, as well as the raw material status and profitability analysis of the main products during the reporting period” (II) the proportion of disclosed materials and energy in the cost. Profitability analysis “
Name of military products and “(I) overview of main business” in “v. main business information” of “section IV subject company base exemption model (included in” main business information to be disclosed in accordance with Article 21) “of the report” (I) purpose of products and semi-finished products (or services) and the report period “
5. Changes of finished products; Article 32 stipulates that “section IX management discussion” of the report
IV. in case of financial exemption of the underlying assets and research and chemical of military products, it shall also analyze and explain the conditions leading to the change and “(I) disclose the main factors of issuance and production items) of” analysis of profitability “.
