Securities code: 600353 securities abbreviation: Chengdu Xuguang Electronics Co.Ltd(600353) Announcement No.: 2022-006
Chengdu Xuguang Electronics Co.Ltd(600353)
On signing a conditional share subscription agreement
And the announcement that the non-public offering of shares involves 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1. Chengdu Xuguang Electronics Co.Ltd(600353) (hereinafter referred to as "the company" or " Chengdu Xuguang Electronics Co.Ltd(600353) " or "the issuer") intends to issue A-Shares (hereinafter referred to as "this offering" and "this non-public offering"), and this transaction constitutes a related party transaction.
2. This non-public offering still needs to be approved or approved by the general meeting of shareholders and China Securities Regulatory Commission. Whether the non-public offering plan can obtain relevant approval or approval, and the time of obtaining relevant approval or approval is uncertain.
3. The sixth meeting of the 10th board of directors held by the company deliberated and adopted the proposal on related party transactions involving non-public development of A-Shares in 2022. The related party transactions involved in the company's non-public offering must be submitted to the general meeting of shareholders for deliberation and approval, and the related shareholders will avoid voting.
1、 Overview of related party transactions
(I) transaction overview
Chengdu Xuguang Electronics Co.Ltd(600353) it is proposed to issue no more than 163116000 shares (including this number) in a non-public manner, and no more than 30% of the total share capital of the listed company before this offering, New group Co., Ltd. (hereinafter referred to as "new group"), the controlling shareholder of the company, plans to subscribe for a total of no more than 30% (including this number) of the total number of shares in this non-public offering and no less than 10% (including this number) of the total number of shares in this non-public offering. The company has signed the Chengdu Xuguang Electronics Co.Ltd(600353) non public offering shares conditional effective share subscription agreement with the new group, and the shares subscribed by the new group shall not be transferred within 18 months from the date of issuance.
The new group is the controlling shareholder of the company, and the subscription of the new group for the non-public offering constitutes a connected transaction. (III) approval procedure
The non-public offering of shares has been deliberated and adopted at the sixth meeting of the 10th board of directors held on January 21, 2022. The related directors involved have performed the corresponding withdrawal voting procedures, and the relevant proposals have been voted by the non related directors. The independent directors of the company have expressed their prior approval opinions and independent opinions on the related party transactions involved in this issuance. The company will strictly comply with laws and regulations and the company's internal regulations to perform the approval procedures for related party transactions. When the general meeting of shareholders considers matters related to this non-public offering, related shareholders need to avoid voting on relevant proposals.
2、 Basic information of related parties
(I) basic information
Company name: New Group Co., Ltd
Legal representative: Zhang Jianhe
Registered capital: 22 million yuan
Date of establishment: June 24, 1998
Registered address: Zhongfa West Road, Gongye Avenue, Beijiao Town, Shunde District, Foshan City
Company type: limited liability company (invested or controlled by natural person)
Unified social credit Code: 91440606707868575f
Business scope: investment, asset management and information consulting in high-tech industries; Information application software, hardware development, system integration and network engineering; Manufacturing: electronic components, sheet metal parts, daily electrical appliances and accessories, automobile molds and spare parts; China's commerce and material supply and marketing industry (excluding special control and franchise projects stipulated by national policies); Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export; Engage in technical development and technical services of bioengineering, cell engineering and ecological engineering; Planting and selling new and excellent plants (excluding projects prohibited or permitted by laws, administrative regulations and decisions of the State Council). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) new group equity control diagram
Zhang Jian and Guangdong Yizhong cultural media
limited company
91.00% 9.00%
New group Co., Ltd
(III) main business, development status and operating results of main business in recent three years
The new group is mainly engaged in foreign investment and investment management, and has no entity business operation. In the last three years, the new group has developed steadily and achieved good business results.
(IV) brief financial and accounting statements of the latest year
The main unaudited financial data of the new group in the latest year are as follows:
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020
Total assets 335980.73 318748.13
Total liabilities 131585.10 126037.82
Total owner's equity 204395.63 192710.31
Project from January to September 2021 to 2020
Operating income 102998.89 143118.19
Net profit 11685.31 9916.94
3、 Basic information of related party transactions
The subject matter of this transaction is the non-public offering of RMB common shares (A shares) of the company.
4、 Pricing policy and basis of this transaction
The non-public offering adopts inquiry issuance, and the pricing benchmark date is the first day of the issuance period of the non-public offering. The issue price shall not be less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date (the calculation formula is: average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date). The final issue price will be determined by the board of directors of the company and the sponsor (lead underwriter) through consultation according to the market inquiry in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the company obtains the approval of the securities regulatory authorities such as the CSRC on the non-public offering. The new group does not participate in the inquiry process of this offering pricing, but promises to accept the inquiry results of other issuers and subscribe at the same price as other issuers.
If the company's shares are ex right and ex dividend from the pricing benchmark date to the issuance date, the issuance reserve price of this non-public offering shall be adjusted accordingly. The adjustment method is as follows:
Assuming that the issue price before adjustment is P0, the number of shares given or converted into share capital per share is n, the dividend or cash dividend per share is D, and the issue price after adjustment is P1, then:
Dividend or cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
5、 Main contents of the conditional share subscription agreement
(I) agreement subject and signing time
Party A (issuer): Chengdu Xuguang Electronics Co.Ltd(600353)
Party B (subscriber): new group
Signed on: January 21, 2022
(II) subscription price, subscription method, subscription amount, subscription quantity, subscription time and payment method 1. Subscription price: the pricing benchmark date of Party A's non-public offering of shares is the first day of the issuance period, The issue price shall not be less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total stock trading volume 20 trading days before the pricing benchmark date / total stock trading volume 20 trading days before the pricing benchmark date). The final issue price of this non-public offering will be determined through consultation between the board of directors and / or the authorized person of the board of directors authorized by Party A's general meeting of shareholders and the sponsor (lead underwriter) in accordance with relevant regulations and the inquiry results after the company obtains the approval document of the CSRC, but not lower than the above-mentioned issue reserve price. As the controlling shareholder of Party A, Party B does not participate in the market inquiry process of this issuance pricing, but accepts the market inquiry results, and its subscription price is the same as that of other issuance objects. If the issuance price of the non-public offering cannot be generated through the above pricing methods, it shall subscribe for the shares of the company this time at the base price of the offering (80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date). If Party A has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the price of this non-public offering will be adjusted accordingly according to the following methods:
Assuming that the issue price before adjustment is P0, the number of shares given or converted into share capital per share is n, the dividend or cash dividend per share is D, and the issue price after adjustment is P1, then:
Dividend or cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
2. Subscription method: Party B shall subscribe for the non-public shares issued by Party A in cash.
3. Subscription quantity: the number of shares in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30% of the total share capital before this offering, that is, not more than 163.116 million shares (including 163.116 million shares). The final issuance quantity shall be subject to the approval document of the CSRC on this issuance. If Party A's shares are distributed from the pricing benchmark date of this issuance to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company before this issuance is changed or the issuance price is adjusted due to other reasons, the upper limit of the number of shares in this non-public offering will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the CSRC.
The total number of shares subscribed by Party B shall not exceed 30% (including this number) of the total number of shares in this non-public offering and shall not be less than 10% (including this number) of the total number of shares in this non-public offering.
4. Subscription amount: the subscription amount is the agreed subscription price multiplied by the agreed subscription quantity.
5. Subscription time and payment method: after the effective conditions agreed in this Agreement are met, according to the subscription payment notice sent by Party A to Party B, Party B shall transfer it in cash to the designated account of the sponsor (lead underwriter) at one time within the period required by the subscription payment notice.
(III) lock up period
Party B promises not to transfer the shares subscribed for in this non-public offering within 18 months from the date of completion of the offering. After the completion of this offering, the shares derived from Party A's shares subscribed by Party B through this offering due to Party A's distribution of stock dividends and conversion of capital reserve shall also comply with the above share locking arrangement. In case of subsequent changes in relevant laws, regulations and normative documents of securities regulatory authorities, the lock period shall be adjusted accordingly. The reduction after the expiration of the aforesaid lock-in period shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
Party B shall, in accordance with the provisions of relevant laws, regulations and normative documents and the requirements of Party A, issue relevant lock-in commitments for Party A's shares subscribed this time, and handle relevant share lock-in matters.
(IV) establishment and entry into force
This agreement is established after being signed by both parties and takes effect after all the following conditions are met:
1. The board of directors of Party A approves the non-public offering;
2. Party A's general meeting of shareholders approves the non-public offering;
3. The CSRC agrees to this non-public offering.
The date when the last of the conditions listed in this article is satisfied shall be the effective date of this agreement.
(V) provisions on liability for breach of contract
Both parties shall strictly abide by the provisions of this agreement. If the violation of this Agreement constitutes a breach of contract, the breaching party shall be liable for all losses and consequences caused by its breach of contract.
If the effective conditions agreed in this Agreement are not fulfilled, which makes this agreement unable to take effect and perform, it shall not constitute a breach of contract by either party to this agreement.
If Party B fails to subscribe for shares in accordance with the provisions of this agreement, it shall be liable for compensation for the losses of Party A caused by its failure to subscribe for shares, and bear the legal and regulatory liabilities caused thereby.
If the observant party fails to exercise any of its rights under this article within the period agreed in this agreement, it shall not constitute or be interpreted as a waiver of such rights, nor shall it affect the subsequent exercise of such rights in any way.
6、 Impact of this transaction on the company
The implementation of this connected transaction is conducive to the development of the company. At the same time, this non-public offering of shares is in line with the company's development strategy, is conducive to further strengthening the company's core competitiveness and can create more value for shareholders. The new group's subscription for the company's non-public offering reflects the company's controlling shareholders' support for the company's development strategy, shows the controlling shareholders' confidence in the company's development prospects, and is conducive to the implementation of the company's long-term strategic decision.
After the completion of this non-public offering of shares, it will not lead to significant changes in the capital structure of the company and the structure of senior managers of the company; This non-public offering of shares is an important measure to implement the company's development strategy, and does not involve asset acquisition; There is no case that the company's funds and assets are occupied by the controlling shareholders and their affiliates, nor does the company provide guarantees for the controlling shareholders and their affiliates.
7、 Review procedures of this connected transaction
(I) board of directors and board of supervisors
