Stock abbreviation: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) Guangdong lighting B (B shares)
Stock Code: 000541 (A shares) 200541 (B shares)
Announcement No.: 2022-005
Foshan Electrical And Lighting Co.Ltd(000541)
Announcement on signing supplementary agreements on major asset purchases
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
On January 18, 2022, the company held the 27th meeting of the ninth board of directors, deliberated and adopted the proposal on signing supplementary agreement on major asset purchase. The board of directors agreed that the company and Guangdong Electronic Information Industry Group Co., Ltd. (hereinafter referred to as "electronic group") and Guangdong Guangsheng holding Group Co., Ltd. (hereinafter referred to as "Guangsheng group") respectively Guangdong Guangsheng Capital Investment Co., Ltd. (hereinafter referred to as "Guangsheng capital", formerly known as Guangdong Guangsheng Financial Holding Co., Ltd.) signed the relevant supplementary agreement to the equity transfer agreement and the supplementary agreement to the share transfer agreement.
The company held separate meetings of the board of directors and shareholders on October 27, 2021 and December 31, 2021, deliberated and adopted the proposal on and its abstract and other proposals related to this major asset restructuring. After deliberation and approval by the board of directors, the company worked with the counterparty Guangsheng group, Guangsheng capital Electronic group has signed the share transfer agreement and equity transfer agreement with effective conditions. For details, please refer to the report on major asset purchase and related party transactions (Draft) and relevant announcements disclosed on October 28, 2021.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this transaction, which was deliberated and adopted at the third extraordinary general meeting of shareholders in 2021, this matter does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Main contents of supplementary agreement
(I) the company signed supplementary agreements with Guangdong Guangsheng Holding Group Co., Ltd. and Guangdong Guangsheng Capital Investment Co., Ltd. the main contents are as follows:
1. Both parties agree to amend Article 3.1 of the original agreement to:
The effectiveness of this Agreement and Party B's performance of the payment obligations specified in Article 4 of this agreement depend on the full satisfaction and achievement of the following conditions:
(1) The transferor's internal decision-making body approves the transaction;
(2) The transferee's general meeting of shareholders deliberates and approves the transaction;
(3) The subject who has the right to perform the duties of state-owned assets supervision and Administration approves the transferor's transaction;
(4) The major asset reorganization involving business concentration has been examined and approved by the Anti-monopoly Bureau of the State Administration of market supervision and administration;
(5) Other necessary approval and authorization (if necessary).
2. Other agreements
2.1 this supplementary agreement shall become an integral part of the original agreement and have the same legal effect as the original agreement when it is established and takes effect after being sealed and signed by both parties. Except for the terms expressly modified in this supplementary agreement, the rest of the original agreement shall continue to be valid.
2.2 in case of any conflict between this supplementary agreement and the original agreement, this supplementary agreement shall prevail.
(II) the company signed a supplementary agreement with Guangdong Electronic Information Industry Group Co., Ltd. the main contents are as follows:
1. Both parties agree to amend Article 3.1 of the original agreement to:
The effectiveness of this Agreement and Party B's performance of the payment obligations specified in Article 4.1 (2) of this agreement depend on the full satisfaction and achievement of the following conditions:
(1) The transferor's internal decision-making body approves the transaction;
(2) The transferee's general meeting of shareholders deliberates and approves the transaction;
(3) The subject who has the right to perform the duties of state-owned assets supervision and Administration approves the transferor's transaction;
(4) The major asset reorganization involving business concentration has been examined and approved by the Anti-monopoly Bureau of the State Administration of market supervision and administration;
(5) Other necessary approval and authorization (if necessary).
2. Both parties agree to amend Article 5.1 of the original agreement to read:
After this Agreement comes into force and within 10 working days after Party A receives the corresponding payment from Party B according to paragraph (2) of Article 4.1 of this agreement, Party A shall urge and assist the target company to go through the registration and filing procedures of this equity transfer with the market supervision and administration bureau where the target company is located.
3. Other agreements
3.1 this supplementary agreement shall become an integral part of the original agreement and have the same legal effect as the original agreement when it is established and takes effect after being sealed and signed by both parties. Except for the terms expressly modified in this supplementary agreement, the rest of the original agreement shall continue to be valid.
3.2 in case of any conflict between this supplementary agreement and the original agreement, this supplementary agreement shall prevail.
3、 Impact of signing supplementary agreements on Listed Companies
The supplementary agreement signed this time is mainly a supplementary agreement in accordance with relevant provisions, which is conducive to promoting the implementation of major asset purchases.
It is hereby announced.
Foshan Electrical And Lighting Co.Ltd(000541) board of directors
January 18, 2022
