Securities code: 603988 securities abbreviation: Sec Electric Machinery Co.Ltd(603988) Announcement No.: pro 2022-001 Sec Electric Machinery Co.Ltd(603988)
Announcement on the progress of restructuring transactions involving spin off approval
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.
Sec Electric Machinery Co.Ltd(603988) (hereinafter referred to as the “company”) plans to purchase all the equity held by all shareholders of Tianjin Beiqing power smart energy Co., Ltd. (hereinafter referred to as the “target company”) by means of asset replacement and share issuance, and plans to raise supporting funds by non-public offering of shares to no more than 35 qualified specific investors (hereinafter referred to as the “transaction”).
This transaction involves the spin off of Beikong Clean Energy Group Co., Ltd. (01250. HK, hereinafter referred to as “Beikong clean energy group”) listed on the stock exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”). In accordance with the application guidelines of item 15 of the rules governing the listing of securities on the stock exchange of Hong Kong Limited (hereinafter referred to as “pn15”) and the relevant laws and regulations of Hong Kong, Beikong clean energy group needs to obtain the approval of the stock exchange of Hong Kong for the spin off under pn15 (hereinafter referred to as “this spin off”), And obtain its consent to exempt Beikong clean energy from the applicable provisions of the guaranteed quota under pn15. 1、 Progress of this spin off
On May 23, 2021, Beikong clean energy group submitted an application to the Hong Kong stock exchange for the spin off and exemption from the guarantee quota provided to the shareholders of Beikong clean energy group. During the period, in response to the inquiry of the Hong Kong stock exchange, Beikong clean energy group organized relevant intermediaries to supplement materials and reply to questions.
According to the requirements of the Hong Kong stock exchange, Beikong clean energy group recently submitted the business operation and financial data of the retained assets in 2021 after the spin off. Due to changes in the market environment in 2021 and other reasons, the financial data of the assets retained after the spin off of Beikong clean energy failed to meet the relevant provisions of Chapter 8 of the Securities Listing Rules of the stock exchange of Hong Kong Limited in 2021.
On January 21, 2022, Beikong clean energy received an email reply from the stock exchange of Hong Kong, believing that Beikong clean energy group did not comply with the relevant provisions on asset spin off and listing in the Securities Listing Rules of the stock exchange of Hong Kong Limited. This reply does not constitute a formal decision under the Listing Rules of the stock exchange of Hong Kong.
On January 25, 2021, the listed company received a letter from the target company, It informs: “After discussing with the relevant intermediaries of the pn15 spin off, it is believed that according to the written reply of the Hong Kong Stock Exchange and the general audit habits of the Hong Kong stock exchange, in case of non-compliance with the relevant rules, the written reply of the Hong Kong Stock Exchange will be deemed that the spin off has not been approved, and the Hong Kong Stock Exchange will not make further reply / reply to the approval opinions.” 2、 Follow up work arrangement of this transaction
According to the report on Sec Electric Machinery Co.Ltd(603988) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft), the approval of the Hong Kong stock exchange for the spin off of Beikong clean energy group and the exemption of Beikong clean energy group from compliance with the applicable provisions of guarantee quota are one of the preconditions of this transaction. Therefore, if the spin off is not approved by the stock exchange of Hong Kong, the preconditions of this transaction will not be reached, and there is a risk of termination of this transaction.
The subsequent company will actively negotiate with all parties to the transaction according to the approval of the spin off application, perform relevant approval procedures and timely disclose information in accordance with the provisions of relevant laws and regulations.
The company solemnly reminds investors that the company’s information can be found on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the relevant announcements published in Shanghai Securities News, the information disclosure media designated by the company. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Sec Electric Machinery Co.Ltd(603988) board of directors January 26, 2022
