Securities code: 605286 securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Announcement No.: 2022-004 Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Announcement on the progress of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as "the company") disclosed the plan for Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions on October 22, 2021, The company intends to purchase 51% of the equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. (hereinafter referred to as "Tianqi Hongyuan" or "target company") by issuing shares and paying cash, and on December 22, 2021 On December 23, 2021, the announcement on the progress of issuing shares and paying cash to purchase assets and raise supporting funds and related party transactions (Announcement No.: 2021-063) and the supplementary announcement on the progress of issuing shares and paying cash to purchase assets and raise supporting funds and related party transactions (Announcement No.: 2021-064) were disclosed respectively. In order to facilitate investors to further understand the relevant situation, the latest progress of the transaction is announced as follows:
1、 Progress of this transaction
1. In December 2021, the company paid an advance equity transfer payment of RMB 100 million to Jiusheng Xihua (Zhuhai) investment partnership (limited partnership) (hereinafter referred to as "Jiusheng Xihua"), and Jiusheng Xihua pledged its 15% equity of Tianqi Hongyuan to the company, and completed the corresponding pledge registration procedures with the market supervision and management department.
2. Zaoyang 47.8mw decentralized wind power project, which has a significant impact on the operating performance of the target company in 2021, has been completed, and the grid connection acceptance and equity transfer of the project company have been completed in December 2021. The transferee of the project is Three Gorges Green Energy (Jiangsu) Co., Ltd., and some equity transfer funds have been paid in 2021.
3. The fund occupation of the target company formed by the fund lending between Tianqi Hongyuan, Beijing Chi run clean energy technology Co., Ltd. (hereinafter referred to as "Beijing Chi run"), Beijing Rize New Energy Technology Development Co., Ltd. (hereinafter referred to as "Beijing Rize") and related parties has been cleared before December 31, 2021.
4. The equity transfer agreement on the merger of Beijing Chi run and Beijing Rize under the same control of Tianqi Hongyuan has been signed, and the relevant industrial and commercial change registration procedures have been completed.
5. Accountants and appraisers are carrying out the audit and evaluation of Tianqi Hongyuan in 2021. 6. The benchmark date of this transaction is December 31, 2021. Both parties to the transaction are still negotiating on the transaction form, transaction pricing and other main transaction terms of this transaction, and will be finally determined by both parties through negotiation based on the 2021 annual audit report of the target company and the evaluation report with December 31, 2021 as the base date. At present, the company has not officially hired a financial consultant. The subsequent company will further demonstrate the transaction scheme and hire a financial consultant in time according to the transaction process.
2、 Risk tips
At present, the audit and evaluation of the underlying assets have not been completed. Based on the current situation, the company will further demonstrate the transaction scheme. There may be a risk that major changes need to be made to the main transaction terms such as transaction form and transaction pricing, as well as the risk that it can not be further pushed, suspended or terminated. Please pay attention to the investment risk. For other risks with significant impact, please refer to the reply announcement of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) on the inquiry letter on the information disclosure of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raising supporting funds and related party transaction plan of Shanghai Stock Exchange (Announcement No.: 2021-062) disclosed by the company on November 29, 2021.
It is hereby announced.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) board of directors January 22, 2022
