Securities code: 300382 securities abbreviation: Suzhou Slac Precision Equipment Co.Ltd(300382) Announcement No.: 2022-019 bond Code: 123067 bond abbreviation: sley convertible bond
Suzhou Slac Precision Equipment Co.Ltd(300382)
Announcement on signing the supplementary agreement (intention Fund) to the equity investment intention agreement
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 tips:
1. The supplementary agreement of equity investment intention agreement (intention Fund) (hereinafter referred to as "supplementary agreement") signed this time is only the supplementary agreement of the intention agreement negotiated by all parties to the transaction, and the final transaction amount and other specific matters shall be determined by a separate formal agreement signed by all parties. For this acquisition, the company will further negotiate according to the asset valuation report issued by the appraisal institution, so there is still uncertainty about whether the acquisition can be implemented and completed. This transaction may involve risks caused by policy, market, finance and other factors of the investment project, project management and organization and implementation. Please invest rationally and pay attention to investment risks.
2. The transactions involved in the signing of the supplementary agreement are not expected to constitute related party transactions or major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies. The company will timely perform the corresponding decision-making procedures and information disclosure obligations according to the subsequent progress of the transaction and relevant regulations. 3. The signing of the supplementary agreement will pay an interest payment to Changzhou Hesheng New Energy Technology Co., Ltd. (hereinafter referred to as "Changzhou Hesheng"), which is expected to have no significant impact on the company's performance in 2022.
1、 Overview of matters in the early stage of foreign investment
Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as "the company" or " Suzhou Slac Precision Equipment Co.Ltd(300382) ") signed the equity investment intention agreement with Dongguan a Li Automation Co., Ltd. (hereinafter referred to as "Dongguan a Li") on December 21, 2021, which agreed that Dongguan a Li would restructure the whole battery case business of itself and the company within its control to Yichun Junzhi Electromechanical Technology Co., Ltd. The company plans to obtain the controlling right of the target company by adding registered capital, transferring equity, or a combination of the two, and Dongguan Ali will continue to hold a minority equity in the target company. As the due diligence has not yet been carried out, the target company is tentatively determined as Yichun Junzhi. After the due diligence is completed, all parties will finally determine the target company to restructure the battery case business. For details, please refer to the company's website (www.cn. Info. Com. CN.) Announcement on signing equity investment intention agreement (Announcement No.: 2021-119).
2、 Transaction overview
With the development of due diligence, all parties believe that the newly established company's reorganization of the battery case business is conducive to ensuring the transaction security. Therefore, Dongguan a Li newly established a wholly-owned subsidiary Changzhou Hesheng as the target company of the reorganization of the battery case business. In order to further promote the reorganization of the battery case business, Dongguan a Li made a request to Suzhou Slac Precision Equipment Co.Ltd(300382) and asked Suzhou Slac Precision Equipment Co.Ltd(300382) to pay a deposit of 30 million yuan. On January 24, 2022, Suzhou Slac Precision Equipment Co.Ltd(300382) and Dongguan Ali signed the supplementary agreement to the equity investment intention agreement (intention Fund).
This transaction is not expected to constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
This transaction has been deliberated and approved by the fifth meeting of the Fifth Board of directors of the company, and the independent directors have expressed their independent opinions. This proposal is within the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Basic information of counterparty
1. Basic information of a li in Dongguan
Company name: Dongguan Ali Automation Co., Ltd
Registered capital: 148605814 yuan
Legal representative: Li Xinhong
Unified social credit Code: 91441900789486449u
Company type: joint stock limited company (unlisted, natural person investment or holding)
Date of establishment: June 27, 2006
Address: No. 32, Liaobu section, Songshanhu Avenue, Liaobu Town, Dongguan City, Guangdong Province
Major shareholder: Li Xinhong holds 25.7628%; Dongguan Hongzhi equity investment partnership (limited partnership) holds 14.2154%; Li Ningjun holds 13.4778%; Shenzhen qianhaidongye Asset Management Co., Ltd. holds 13.4778%.
Business scope: production and marketing: automation equipment, machinery and molds; Development and sales of computer software (excluding electronic publications); R & D, manufacturing and sales of auto parts and accessories; Engage in the import and export of goods and technology; Engaged in research and development of power batteries and their systems, production and marketing of power batteries and their spare parts; Production and marketing of medical devices. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Relationship description: as of the disclosure date of this announcement, Dongguan Ali has no relationship with the company.
3. As of the disclosure date of this announcement, Dongguan Ali has been listed as a dishonest executee. In the process of this transaction, the company will conduct due diligence carefully, and make prudent agreements on the rights and obligations of all parties in the formal equity transfer agreement to be submitted to the board of directors or the general meeting of shareholders for deliberation, so as to fully control the transaction risk and protect the interests of the listed company from damage.
4、 Basic information of transaction object
1. Basic information of the target company
According to the equity investment intention agreement and the negotiation of all parties, Dongguan Ali newly established a wholly-owned subsidiary Changzhou Hesheng as the target company for restructuring the battery case business.
The specific information of Changzhou Hesheng is as follows:
Company name: Changzhou Hesheng New Energy Technology Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Unified social credit Code: 91320412ma7gfwyxx9
Registered address: room 1110, first floor, Zone D, building 7, No. 123, Hexiang Road, West Taihu science and Technology Industrial Park, Changzhou registered capital: 10 million yuan
Date of establishment: January 20, 2022
Legal representative: Qiu Yaozhong
Shareholder: Dongguan Ali Automation Co., Ltd. holds 100%
Business scope: general projects: research and development of emerging energy technologies; Non ferrous metal calendering; Sales of metal packaging containers and materials; Manufacturing of metal cutting and welding equipment; Software development; Import and export of goods; Technology import and export (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
2. There are no provisions restricting shareholders' rights other than laws and regulations in the articles of association or other documents of Changzhou Hesheng Company.
3. As of the disclosure date of this announcement, Changzhou Hesheng has not been listed as a dishonest executee.
5、 Main contents of the supplementary agreement
Party A (transferor): Dongguan Ali Automation Co., Ltd
Party B (transferee and investor): Suzhou Slac Precision Equipment Co.Ltd(300382)
(I) transaction method and price:
1. With the development of due diligence, all parties believe that the newly established company's reorganization of the battery case business is conducive to ensuring the transaction security. Therefore, Dongguan a Li newly established a wholly-owned subsidiary Changzhou Hesheng as the target company of the reorganization of the battery case business. In order to further promote the reorganization of the battery case business, Dongguan a Li made a request to Suzhou Slac Precision Equipment Co.Ltd(300382) and asked Suzhou Slac Precision Equipment Co.Ltd(300382) to pay a deposit of 30 million yuan.
2. The parties make it clear that Suzhou Slac Precision Equipment Co.Ltd(300382) will pay RMB 30 million to Changzhou Hesheng in a timely manner after the signing of this supplementary agreement and the deliberation and approval of the intention payment at the Suzhou Slac Precision Equipment Co.Ltd(300382) board of directors and shareholders' meeting (if necessary) and meeting the relevant regulatory requirements.
After the Suzhou Slac Precision Equipment Co.Ltd(300382) internal resolution cannot be passed or does not meet the relevant regulatory requirements, Suzhou Slac Precision Equipment Co.Ltd(300382) does not need to pay 30 million yuan and does not need to bear any liability for breach of contract.
(II) subsequent matters
After signing the formal agreement, the intention fund of 30 million yuan was converted into the formal investment fund. If the final transaction documents cannot be signed or the transaction between Suzhou Slac Precision Equipment Co.Ltd(300382) and Dongguan a Li fails to be settled for any reason, Dongguan a Li, Changzhou Hesheng shall unconditionally return the 30 million intention / formal investment fund to Suzhou Slac Precision Equipment Co.Ltd(300382) within 3 days after such circumstances occur.
(III) dispute settlement
This supplementary agreement shall be governed by and construed in accordance with the laws of China, excluding the application of its conflict rules. Any dispute shall be settled by the people's Court of the place where the investor is located.
6、 Purpose of this transaction and its impact on the company
The intention payment to Changzhou Hesheng can further promote the restructuring of the battery case business, complete the acquisition of the target company as soon as possible, and play a positive role in the landing and development of the company's new energy vehicle battery case business. The supplementary agreement signed this time is only a supplementary agreement to the intentional agreement of the parties to the transaction, and the final transaction amount and other specific matters shall be determined by a separate formal agreement signed by the parties. For this acquisition, the company will further negotiate according to the asset valuation report issued by the appraisal institution, so there is still uncertainty about whether the acquisition can be implemented and completed. This transaction may involve risks caused by policy, market, finance and other factors of the investment project, project management and organization and implementation. Please invest rationally and pay attention to investment risks.
The transactions involved in the signing of the supplementary agreement are not expected to constitute related party transactions or major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies. The company will timely perform the corresponding decision-making procedures and information disclosure obligations according to the subsequent progress of the transaction and relevant regulations.
The intention money paid to Changzhou Hesheng in the supplementary agreement signed this time is its own funds, which will not have an adverse impact on the company's finance and operation, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The signing of the supplementary agreement to pay the intention payment to Changzhou Hesheng is not expected to have a significant impact on the company's performance in 2022.
7、 Review procedures for implementation
(I) deliberations of the board of directors and the board of supervisors
On January 24, 2022, the company held the fifth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on signing the supplementary agreement (intention Fund) to the equity investment intention agreement.
(II) independent opinions of independent directors
After review, we believe that the signing of the supplementary agreement to the equity investment intention agreement (intention Fund) between the company and Dongguan Ali Automation Co., Ltd. can further promote the restructuring of the battery case business and complete the acquisition of the target company as soon as possible; The terms and signing procedures of the supplementary agreement comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. When the board of directors deliberated on this matter, the voting procedure was legal and effective, in line with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association. We agree on the above matters.
1. Suzhou Slac Precision Equipment Co.Ltd(300382) resolution of the fifth meeting of the Fifth Board of directors; 2. Independent opinions of independent directors on matters related to the fifth meeting of the Fifth Board of directors; 3. The supplementary agreement to the equity investment intention agreement (intention Fund) is hereby announced
Suzhou Slac Precision Equipment Co.Ltd(300382) board of directors January 24, 2022
