Securities code: Yunnan Xiyi Industrial Co.Ltd(002265) securities abbreviation: Yunnan Xiyi Industrial Co.Ltd(002265) Announcement No.: 2022029 Yunnan Xiyi Industrial Co.Ltd(002265) announcement on issuing shares and paying cash to purchase assets and raising supporting funds and revision instructions of related party transaction report (Draft)
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.
On April 24, 2022, the first extraordinary board meeting of Yunnan Xiyi Industrial Co.Ltd(002265) (hereinafter referred to as “the company”) in 2022 deliberated and adopted the proposal on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions report (Draft) and its summary, and other proposals related to this transaction. For details, see the relevant announcement issued by the company 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 has supplemented and revised some contents of 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). At the same time, according to the measures for the administration of major asset restructuring of listed companies and relevant normative documents, the audit benchmark date of the financial report of this transaction is adjusted from November 30, 2021 to March 31, 2022, Zhongxinghua Certified Public Accountants (special general partnership), the audit institution employed by the company, conducted an extended audit on the subject company. The main contents updated and revised in the report on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions (Draft) (Revised Version) are described as follows (unless otherwise specified, the abbreviation or interpretation in this announcement has the same meaning as the words or abbreviations defined in the “interpretation” in the restructuring report):
Amendments to draft sections
The interpretation has been supplemented and updated according to the latest situation.
Tips on major issues 1. In “VI. nature of this transaction”, “(II) this transaction is supplemented and updated
Amendments to draft sections
Financial data easy to constitute “major asset reorganization”; 2. In “VII. Impact of this transaction on listed companies”, the financial data of “(II) impact on the profitability of listed companies” is supplemented and updated; 3. “VIII. The decision-making and approval procedures that have been performed and need to be performed in this transaction” have been supplemented and updated. This transaction has obtained the reply of the State Administration of science, technology and industry for national defense on the exemption of information disclosure in this reorganization, and this transaction has obtained the official reply of the state owned assets supervision and Administration Commission of the State Council; 4. In “XII. Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring”, the financial data of “(IX) diluted immediate return and relevant filling measures in this restructuring” are supplemented and updated; 5. In “XIV. Handling of confidential information involved in this transaction”, the transaction has been supplemented and updated, and the official reply of the State Administration of science, technology and industry for national defense on the exemption of information disclosure in this reorganization has been obtained.
1. In “I. risks related to this transaction”, the relevant contents of “(I) approval risk” and “(III) the risk that the listed company cannot pay dividends before making up its previous losses” are supplemented and updated; 2. In “I. risks related to this transaction”, delete the important risk prompt “(VI) the risk that the disclosure of confidential information may affect the investors’ judgment of the company’s value”; 3. In “II. Relevant risks of the target company”, the relevant contents of “(VII) recovery risk caused by large amount of accounts receivable” and “(VIII) impairment risk caused by large amount of inventory” are supplemented and updated.
1. “II. The decision-making and approval procedures that have been performed and need to be performed in this transaction” have been supplemented and updated. This transaction has obtained the reply of the State Administration of science, technology and industry for national defense on the exemption of information disclosure in this reorganization, and this transaction has obtained the official reply of the state owned assets supervision and Administration Commission of the State Council; 2. Section I overview of this transaction in “VI. nature of this transaction”, the financial data of “(II) this transaction constitutes a major asset reorganization” is supplemented and updated; 3. In “VII. Impact of this transaction on listed companies”, the financial data of “(II) impact on the profitability of listed companies” is supplemented and updated.
Section II basic information of listed companies has supplemented and updated “v. main financial data and financial indicators of listed companies”.
Section III basic information of counterparties “(IV) main financial status” is supplemented and updated in “I. information of counterparties issuing shares and paying cash to purchase assets”.
1. In “IV. ownership of main assets, external guarantees and main liabilities”, the relevant contents of “(II) ownership of main assets” and “(III) main liabilities” are supplemented and updated; 2. (V) production and sales of main products “and” (XI) production technology of main products “in” v. main business conditions “supplement that the main business income and some core technologies of construction industrial military products business belong to confidential information, and the reorganization report is not disclosed as required; 3. In the basic information of the target company in Section IV of “v. main business”, it is supplemented that the top five customer information and supplier information of the construction industry belong to confidential information, and the reorganization report is disclosed in a summary manner as required; 4. In “v. main business situation”, the relevant contents of “(V) production and sales of main products”, “VI) procurement of main raw materials” and “(XII) characteristics and changes of main R & D personnel” have been supplemented and updated; 5. Relevant financial data are supplemented and updated in “VI. financial indicators”; 6. (VI) main audited financial data of the last two years and one period are supplemented and updated in “VIII. Important subsidiaries”; 7. In
Amendments to draft sections
“Xi. Business qualification and related application for approval of project approval, environmental protection, industry access and land use” added that the qualifications required by construction industry and its wholly-owned subsidiaries Huaqing machinery and Zhujiang optoelectronics to engage in military products business belong to classified information, and the reorganization report was not disclosed as required; 8. In “XII. Main accounting policies and relevant accounting treatment during the reporting period of construction industry”, delete “2. Revenue recognition principles and measurement methods implemented before January 1, 2020” in “(I) revenue recognition principles and measurement methods”, Relevant contents in “(III) preparation basis of financial statements and scope of consolidated financial statements”, “V) changes in important accounting policies or accounting estimates” and “(VI) special accounting treatment policies of the industry” have been supplemented and updated; 9. In “XIII. Other matters”, the relevant contents of “(III) divestiture of major assets” are supplemented and updated.
In Section 6, the issue of shares is supplemented and updated with “IV. the impact of the issue of shares in this transaction on the main financial indicators of the listed company”.
Section VII the main contracts of this transaction supplement and disclose “III. main contents of the supplementary agreement of performance commitment and compensation agreement”.
1. In “I. This transaction complies with the provisions of Article 11 of the reorganization management measures”, the analysis that this transaction does not lead to the listed company’s failure to meet the compliance analysis conditions of trading in Section 8 of the stock listing is supplemented and updated; 2. In “III. this transaction complies with the provisions of Article 43 of the reorganization management measures”, the impact of this transaction on the related party transactions of the listed company is supplemented and updated.
1. Supplemented and updated “I. discussion and analysis of financial status and operating results of listed companies before this transaction”; 2. In “II. Analysis of the industry characteristics and operation of the subject matter of the transaction”, it is supplemented that the data of other military enterprises and institutions are classified information, and the reorganization report is not disclosed as required; 3. In “IV. financial status and profitability analysis of the underlying assets”, it is supplemented that the income composition of each product category of the construction industry and the areas discussed and analyzed by the management in section IX, the operating costs and gross profit margin of the construction industry are classified information, and the restructuring report is not disclosed as required, It also supplemented and updated the financial data and other relevant contents in “IV. financial status and profitability analysis of the underlying assets”; 4. The financial data in “v. analysis of the impact of this transaction on the sustainable operation ability, future development prospect, current earnings per share and other financial and non-financial indicators of the listed company” was supplemented and updated.
1. The financial accounting information data in section X of “I. financial information of the subject company of this transaction” has been supplemented and updated; 2. The financial data in “II. Financial data of listed companies for reference after the implementation of this transaction simulation” has been supplemented and updated.
1. In “II. The impact of this transaction on related party transactions”, it is supplemented that the information of military related customers and suppliers of construction industry belongs to confidential information, and the reorganization report is disclosed in the form of summary according to section Xi horizontal competition and related party; 2. “II. The impact of this transaction on related party transactions” was supplemented and updated
