Securities code: 000528 securities abbreviation: Liugong Announcement No.: 2022-21
Guangxi Liugong Machinery Co.Ltd(000528)
About issuing shares to absorb and merge Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
Cash option implementation announcement
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.
Special note: as the current trading price of the company’s shares is higher than the exercise price of the cash option, investors’ declaration and exercise of the cash option may damage their interests. Please make careful decisions.
Important:
1. The trading of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as ” Guangxi Liugong Machinery Co.Ltd(000528) ” shares “,” listed company “and” the company “) shares (Stock Code: 000528) has been suspended since the opening of the market on January 14, 2022. The company’s shares enter the stages of cash option distribution, exercise declaration, exercise liquidation and settlement until the end of the cash option declaration period and the resumption of trading after fulfilling relevant information disclosure obligations.
The trading of corporate bonds of Listed Companies in 2021 (bond abbreviation: 21 Guangxi Liugong Machinery Co.Ltd(000528) 01) will not be suspended.
2. According to the voting results of the company’s 2020 general meeting of shareholders, the maximum number of cash options distributed by the company shall not exceed 25832436. The company shall verify the identity of shareholders who have the right to exercise cash options on the equity registration date of this cash option (January 13, 2022), A total of 23720462 cash options will be distributed on the cash option distribution date (January 18, 2022) to the shareholders entitled to exercise the cash option registered on the cash option equity registration date, and the final distribution quantity shall be subject to the approved quantity.
3. The dissenting shareholder who obtains the cash option may exercise the cash option in whole or in part according to the exercise price of the cash option with the shares of the listed company held by him within 9:30-11:30 a.m. and 1:00-3:00 p.m. on the reporting date (trading day between January 21, 2022 and January 27, 2022), Transfer the shares of the listed company held by them to the cash option provider accordingly.
4. The absolute value of the delta value of the rights contained in the stock cash option of the listed company is less than 5%. According to the business guidelines for cash option of listed companies of Shenzhen Stock Exchange (revised in 2011), the company will provide cash option by manual declaration, and the declaration and settlement of cash option are completed manually. The specific operation method of manual exercise is detailed in “(I) exercise confirmation” of “III. reporting method of exercising cash option” later.
5. As of January 13, 2022, the closing price of the shares of the listed company is 7.88 yuan / share, and the price of the cash option is 7.09 yuan / share. The share price of the listed company is 11.14% higher than the price of the cash option. The shareholders who exercise the cash option after effective declaration will obtain the cash consideration at the exercise price of 7.09 yuan / share. In case of ex right, ex interest and other events in the shares of the listed company during the period from the pricing base date to the implementation date of the cash option, the cash consideration of the above cash option will be adjusted accordingly. If investors exercise the cash option, it may lead to losses. Please pay attention to the risks.
6. This announcement only explains the specific arrangements for the distribution of cash options and matters related to the declaration and exercise of cash options, does not constitute a proposal for the declaration and exercise of cash options, and draws the attention of investors to investment risks.
For details of the merger plan, please read the website of Shenzhen Stock Exchange (www.szse. CN.) published by the listed company on December 25, 2021 And cninfo (www.cn. Info. Com. CN.) The full text of the report on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related transactions and relevant documents, and pay timely attention to the relevant announcements issued by the listed company.
1、 Shareholders entitled to declare and exercise cash option
According to this transaction plan, dissenting shareholders of listed companies who have obtained the cash option and perform effective reporting procedures on the reporting date (the trading day between January 21, 2022 and January 27, 2022) from 9:30 a.m. to 11:30 p.m. and 1:00 to 3:00 p.m. may declare and exercise the cash option in accordance with the provisions of this announcement.
For the shares successfully declared to exercise the cash option, the cash option provider will pay cash consideration to the dissenting shareholder exercising the cash option, and the cash option provider will transfer the corresponding shares.
2、 Basic terms of cash option
(I) code and abbreviation of cash option
Code: 038038
Abbreviation: Guangxi Liugong Machinery Co.Ltd(000528) lgp1
(II) underlying securities of cash option
Underlying securities code: 000528
Abbreviation of underlying securities: Guangxi Liugong Machinery Co.Ltd(000528)
(III) distribution method of cash option
The cash option shall be distributed according to the number of shares entitled to exercise the cash option held in each trading unit in the securities account of the shareholders entitled to exercise the cash option registered after the closing of the stock market on the equity registration date of the cash option (January 13, 2022).
1. The cash option will be distributed in the securities account used by the target shareholders of the cash option to vote.
2. If the securities account of the shareholder entitled to exercise the cash option is hosted in two or more trading units (Business Department of the securities company) and holds the company’s shares on the cash option equity registration date, the distribution of the cash option is based on the number of shares held in each trading unit by the shareholder’s securities account on the cash option equity registration date, It shall be distributed in order according to the number of shares held until the actual number of shares distributed is equal to the number of cash options that the shareholder should enjoy.
(IV) distribution proportion and quantity of cash options
Every share of the shareholders of Guangxi Liugong Machinery Co.Ltd(000528) shares who have the right to exercise the cash option will be given a cash option. According to the voting of the 2020 general meeting of Guangxi Liugong Machinery Co.Ltd(000528) shares, the maximum number of cash options to be distributed this time shall not exceed 25832436, The company has verified the identity of the shareholders entitled to exercise cash options on the registration date of cash options (January 13, 2022). The company will distribute 23720462 cash options to the shareholders entitled to exercise cash options registered on the registration date of cash options (January 18, 2022), The final distribution quantity shall be subject to the approved quantity.
(V) listing arrangement of cash option
Not listed.
(VI) exercise proportion of cash option
The exercise ratio is 1:1, that is, the cash option holder has the right to sell 1 share capital of the company to the cash option provider for each share of such rights.
(VII) exercise price of cash option
The exercise price of cash option is 7.09 yuan / share. If the listed company has ex right, ex interest and other matters between the pricing benchmark date and the implementation date of the cash option, the price of the cash option will be adjusted accordingly.
(VIII) reporting method of cash option
Manual declaration is adopted.
(IX) reporting period of cash option
9:30-11:30 a.m. and 1:00-3:00 p.m. on trading days between January 21, 2022 and January 27, 2022.
(x) disposal of rights not exercised after expiration
At the end of the reporting period of the cash option, the cash option that has not been reported for exercise will be cancelled.
3、 Declare the way to exercise the cash option
(I) confirmation of exercise
1. During the period of manual declaration of cash option, the shareholders who intend to exercise the cash option shall fill in and sign the confirmation of investors’ manual declaration of exercise (see the annex for the format).
2、 The shareholders who intend to exercise the cash option will submit the above confirmation and relevant supporting materials (corporate shareholders: including the copy of the current valid business license of the enterprise legal person, the copy of the ID card of the legal representative, the copy of the corporate securities account, and the shareholding certificate after the closing of the market on January 13, 2022; individual shareholders: including the copy of the ID card, the copy of the securities account, and the shareholding certificate after the closing of the market on January 13, 2022) And the transaction records of Guangxi Liugong Machinery Co.Ltd(000528) shares traded in relevant securities accounts from the equity registration date of the general meeting of shareholders deliberating the merger plan to the equity registration date of the cash option (i.e. May 19, 2021 to January 13, 2022) (which shall be confirmed by the seal of the business department of the securities company), by fax and It shall be submitted to the board of directors of the company by mail. The time of arrival and receipt by mail shall be within the effective declaration time. If the above materials are not submitted completely, it shall be deemed as invalid declaration.
(II) confirmation before exercise
1. Eligible shareholders may choose to exercise the cash option in whole or in part.
2. Before reporting the exercise of cash option, the shareholders who have the right to exercise cash option shall confirm that the number of their proposed exercise rights does not exceed the number of cash option rights in their securities account, and there are sufficient shares of the company in the securities account. For shares that have been pledged, other third-party rights, frozen by the judiciary or restricted by laws and regulations, the written consent or approval of the pledgee, the third party or the competent authority shall be obtained through legal procedures, and the pledge, freezing or other rights restrictions shall be lifted before reporting. If the number of unfrozen and unsecured shares actually held by the shareholder entitled to exercise the cash option during the reporting period is greater than the number of unfrozen and unsecured shares actually held in its securities account, the effective reporting number is the number of unfrozen and unsecured shares actually held by the shareholder entitled to exercise the cash option; If the number of shareholders who have the right to exercise the cash option declared during the reporting period is equal to or less than the number of unfrozen and unsecured shares actually held in their securities accounts, the effective declared number is the declared number of cash options.
3. Except for judicial compulsory deduction, the shares that have been declared to exercise the cash option shall not be transferred or pledged or other third-party rights shall be established on them; If the shares that have been declared to exercise the cash option are subject to judicial compulsory deduction, the cash option that has been declared to exercise for such shares shall be invalid from the time of judicial deduction.
4. The dissenting shareholder who has submitted the shares of the listed company as the collateral for margin trading must transfer the shares of the listed company from the customer credit guarantee account of the securities company to its ordinary securities account before the deadline of the reporting period of the cash option before exercising the cash option.
5. If the dissenting shareholders who have carried out the agreed repurchase securities transaction or stock pledge repurchase transaction need to declare the cash option, they shall complete the early repurchase procedures no later than the deadline for the declaration of the cash option before they can exercise the cash option. While declaring the cash option, the aforesaid shareholders shall deliver, scan and fax the relevant supporting documents for the completion of the initial transaction and repurchase transaction of the shares involved to the company. See “VII. Contact and contact information” for the contact information of the company. Shareholders who cannot provide, do not provide completely or do not provide the supporting documents on time will not be able to exercise the cash option.
6. If the shareholder entitled to exercise the cash option transfers custody between the equity registration date of the cash option and the deadline of the cash option reporting period, which may lead to the change of the securities account custody trading unit (Business Department of the securities company) of the target shareholder of the cash option, the target shareholder of the cash option will be unable to exercise its rights, Therefore, it is particularly recommended that the shareholders entitled to exercise the cash option should avoid re custody and other behaviors that may lead to the change of the trading unit where the securities account of the shareholders entitled to exercise the cash option is located during the above period.
(III) stock trading during exercise
During the reporting period of cash option, the trading of the company’s shares will be suspended, and the trading of corporate bonds in 2021 (bond abbreviation: 21 Guangxi Liugong Machinery Co.Ltd(000528) 01) will not be suspended.
(IV) specific process of exercise settlement
After successful exercise, the corresponding amount of cash option rights and shares of the company in the securities account of shareholders entitled to exercise cash option will be deducted; Within 3 trading days after the transfer of shares involved in the qualified declared cash option to the name of the cash option provider, the cash option provider will pay cash to the account designated by the relevant shareholders entitled to exercise the cash option according to the exercise price of the cash option, and deduct the corresponding taxes arising from the transfer of shares at the same time. (V) after the expiration of the reporting period, the outstanding cash option in the shareholder’s securities account entitled to exercise the cash option will be cancelled
(VI) taxes
The shareholders entitled to exercise the cash option shall bear any expenses arising from the manual declaration of the exercise of the cash option or the withdrawal of the declaration of the exercise of the cash option. The cash option provider shall collect the transfer fee of exercise shares from the corresponding shareholders entitled to exercise the cash option according to the number of Shares applied for the transfer of exercise shares. The relevant taxes arising from the exercise of the cash option shall be borne by the shareholders exercising the cash option, the provider of the cash option and other subjects in accordance with the provisions of relevant laws, regulations, regulatory authorities and securities registration and settlement institutions. If there is no clear provision in laws, regulations, regulatory authorities and securities registration and settlement institutions, all parties will negotiate and solve it with reference to market practices.
4、 Cash option provider
The provider of cash option is Guangxi Liugong Machinery Co.Ltd(000528) group and / or Guangxi Liugong Machinery Co.Ltd(000528) shares. If the total cash consideration corresponding to the number of shares effectively reporting the exercise of cash option in this transaction does not exceed 200 million yuan (including 200 million yuan), then Guangxi Liugong Machinery Co.Ltd(000528) group will act as the provider of cash option in this transaction; If the total amount of cash consideration corresponding to the number of shares effectively declared to exercise the cash option in this transaction exceeds 200 million yuan (including 200 million yuan), the part exceeding 200 million yuan will be provided by Guangxi Liugong Machinery Co.Ltd(000528) shares as the cash option provider.
On May 31, 2021, the listed company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the company’s absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions, of which the total number of valid negative votes was 25832436 shares. The number of shares held by Guangxi Liugong Machinery Co.Ltd(000528) dissenting shareholders shall not exceed 25832436 shares. To sum up, Guangxi Liugong Machinery Co.Ltd(000528) group bears the maximum cash consideration of RMB 183 million. The amount does not exceed
