Securities code: 300169 securities abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) Announcement No.: 2022-008 Changzhou Tiansheng New Materials Co.Ltd(300169)
Suggestive announcement on the signing of conditional and effective share subscription agreement between the company and specific objects and the proposed change of the controlling shareholder and actual controller of the company
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.
1、 Overview and special tips
(I) after the implementation of the overall plan of the listed company issuing shares to specific objects, the shareholders entrusting to exercise part of the voting rights of shares and the shareholders waiving to exercise part of the voting rights of shares, the control right of the company will change
On January 26, 2022, Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as " Changzhou Tiansheng New Materials Co.Ltd(300169) ", "listed company", "company") and its shareholders Wu Haizhou, Qingdao Ronghai Guotou Asset Management Co., Ltd., Sun Jian, LV zewei and Xu Yi signed the strategic cooperation framework agreement with Fujian Jucheng Machinery Equipment Co., Ltd. (hereinafter referred to as "Jucheng machinery"); On the same day, the company and Jucheng machinery (on behalf of Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone) (to be established, and the final name shall be subject to the name approved by the administrative department for Industry and Commerce) (hereinafter referred to as "Jucheng intelligence (to be established)") signed the subscription agreement for issuing shares to specific objects with conditional effect (hereinafter referred to as "share subscription agreement"); On the same day, the company's shareholder Wu Haizhou (as the entrusting party) and Jucheng machinery (as the entrusted party) signed the voting right entrustment agreement; On the same day, the company's shareholders Sun Jian, LV zewei and Xu Yi signed the voting right waiver agreement with relevant parties on the matters corresponding to the waiver of voting rights of the company's shares. After the effectiveness and implementation of the above agreement, the control right of the company will change.
(II) overview of the overall plan for the change of control of the company
Prior to this offering, the listed company had no controlling shareholder or actual controller.
Changzhou Tiansheng New Materials Co.Ltd(300169) and Jucheng machinery (on behalf of Jucheng intelligent (to be established)) signed the share subscription agreement on January 26, 2022. Jucheng intelligent (to be established) plans to subscribe the listed company in cash to specific objects
95323700 shares issued (the final subscription amount shall be subject to the requirements of the registration documents of the CSRC), accounting for
29.24% of the total share capital of the company before this offering.
Wu Haizhou (as the entrusting party) and Jucheng machinery (as the entrusted party) signed the form on January 26, 2022
According to the voting power entrustment agreement, Wu Haizhou plans to entrust the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 25423066 shares to Jucheng
Mechanical exercise, accounting for 7.80% of the total share capital of the company before the issuance.
Sun Jian, LV zewei and Xu Yi signed on January 26, 2022 to give up their voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) shares
Agreement on waiver of voting rights: Sun Jian promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 13050000 shares held by him,
LV zewei promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 12434384 shares, and Xu Yi promised to give up holding
Voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 6908346 shares.
After the implementation of the overall scheme of the above changes, Jucheng machinery and its concerted action person Jucheng intelligence (to be established)
The proportion of shares actually exercising voting rights in the total share capital of the company was 28.66%, and the controlling shareholder of the listed company was changed to
Jucheng intelligence (proposed), and the actual controller is changed to Huang Daping.
Before and after the implementation of the overall plan for the change of control of listed companies, the number, proportion and ownership of major shareholders
The proportion of voting shares is as follows:
Unit: shares
Before and after the implementation of the overall plan
Number of voting shares held by voting shareholders number of voting shares held by voting shareholders number of shares held proportion of shares held in total share capital number of shares held proportion of shares held in total share capital Proportion (note)
Jucheng intelligence -- 95323700 22.63% (proposed)
Coalescence machinery - 25423066 6.03%
Wu Haizhou 25423066 7.80% 25423066 7.80% 25423066 6.03% --
Sun Jian 13050000 4.00% 13050000 4.00% 13050000 3.10% --
LV zewei 12434384 3.81% 12434384 3.81% 12434384 2.95% --
Xu Yi 6908346 2.12% 6908346 2.12% 6908346 1.64% --
Other shareholders 268168544 82.26% 268168544 82.26% 268168544 63.65% 268168544 63.65%
Total 325984340 100.00% 325984340 100.00% 421308040 100.00% --
Note: the proportion of the number of voting shares in the total share capital = the number of shares actually owned by each shareholder ÷ the total share capital of the company.
The stability and anti risk ability of the company's asset structure, enhance the company's capital strength and enhance the company's long-term profitability
After the funds raised in this offering are in place, the total assets and net assets of the company will increase, and the working capital will be more sufficient. Therefore, this issuance is conducive to improving the company's solvency, enhancing the stability of the company's asset structure and anti risk ability. After the issuance, by repaying interest bearing liabilities, the interest expenditure of the company can be effectively reduced, financial expenses can be saved, and the profitability of the company can be improved. The use of the raised funds will help the company enhance its capital strength, enrich its working capital, solve the demand for funds in the process of continuous business expansion, boost the development of the company's core business and the improvement of its core competitiveness, help the company's long-term business development and enhance the company's long-term profitability.
The implementation of the above overall plan for the change of control of the company will not have an adverse impact on the normal production and operation of the company, and there is no situation damaging the interests of the company and minority shareholders. For the follow-up matters involved in the overall plan for the change of control of the company, the company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to the investment risks.
(IV) effective conditions of this change of control
The implementation of the above overall plan for the change of control of the company takes the conditions agreed in the strategic cooperation framework agreement, the share subscription agreement, the voting right entrustment agreement and the voting right waiver agreement as the implementation elements, The specific effective conditions are detailed in "III. risk warning" of this announcement and "relevant agreements involved in Section III overall plan for change of control" of the plan for issuing shares to specific objects in Changzhou Tiansheng New Materials Co.Ltd(300169) 2022 announced by the company on the same day. The final performance and results of the above matters are still uncertain. If any of the relevant substantive conditions cannot be reached and realized, it will have a substantive impact on the change of control. It is hereby brought to the attention of the majority of investors.
(V) other instructions
The information disclosure obligor of this equity change will, in accordance with the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - Report on equity change, the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Report on the acquisition of listed companies and other laws and regulations According to the provisions of normative documents, the equity change report involved in this equity change shall be disclosed separately, and the obligation of information disclosure shall be performed in time in strict accordance with the provisions and requirements of relevant laws and regulations according to the relevant progress.
The transferee involved in this change of control is not listed as the dishonest executee; It is not included in the list of serious dishonests in the fields of finance, customs, financial fund management and use.
2、 The strategic cooperation framework agreement, share subscription agreement and voting right entrustment agreement with effective conditions involved in the overall plan for the change of control of the company The main terms of the voting right waiver agreement are detailed in "section III related agreements involved in the overall scheme of change of control" of the plan for issuing shares to specific objects in Changzhou Tiansheng New Materials Co.Ltd(300169) 2022 announced by the company on the same day.
3、 Risk tips
(I) overall scheme implementation risk
The implementation of the above overall plan for the change of control of the company takes the conditions agreed in the share subscription agreement, strategic cooperation framework agreement, voting right entrustment agreement and voting right waiver agreement as the implementation requirements, as follows:
1. The share subscription agreement involved in the overall change of control plan is as follows:
The share subscription agreement shall come into force on the date when all the following conditions are met:
(1) The issuance of shares to specific objects has been approved by the board of directors of the listed company according to law;
(2) The issuance of shares to specific objects has been approved by the general meeting of shareholders of the listed company according to law;
(3) The issuance of shares to specific objects has been approved by the issuance and listing audit institution of Shenzhen stock exchange according to law;
(4) The issuance of shares to specific objects has been registered with the China Securities Regulatory Commission in accordance with the law. If, before the end of this offering, the regulatory authorities revise the laws and regulations applicable to this offering, put forward other mandatory approval requirements or exempt some administrative licensing matters, the laws and regulations in force at that time shall prevail.
2. The strategic cooperation framework agreement involved in the overall change plan of control is agreed as follows:
The strategic cooperation framework agreement shall come into force as of the date when it is signed and sealed by the designated representative or authorized person of each method. Wu Haizhou, the shareholder of the company, entrusted Jucheng machinery with the corresponding voting rights of 25423066 shares of the company (accounting for 7.80% of the total share capital of the company on the signing date of the agreement). Jucheng machinery agreed to accept the entrustment, and both parties will sign a separate voting rights entrustment agreement, The voting power entrustment agreement shall come into force from the date when the funds raised by the company's directional issuance of shares in 2022 are transferred to the company's capital account.
Xu Yi, LV zewei and Sun Jian will give up their voting rights corresponding to 32392730 shares of the company (accounting for 9.94% of the total share capital of the company on the signing date of this agreement, including the shares increased by the listed company due to share allotment, share distribution, conversion of capital reserve into share capital, share splitting, etc.). Xu Yi, LV zewei and Sun Jian will sign a separate voting rights waiver agreement, The voting right waiver agreement shall take effect from the date when the funds raised by the company's directional issuance of shares in 2022 are transferred to the company's capital account.
Irrevocable commitment exemption of Qingdao Ronghai SDIC Asset Management Co., Ltd.: in article 4.1.11 of the share transfer agreement on Changzhou Tiansheng New Materials Co.Ltd(300169) signed by Wu Haizhou on June 21, 2020, "within the transition period after the signing of this Agreement and within 3 years after the completion of the transfer of the subject shares, Party B shall be the first party without consensus with Party A (Qingdao Ronghai SDIC Asset Management Co., Ltd.) (Wu Haizhou) does not reduce its holdings of Changzhou Tiansheng New Materials Co.Ltd(300169) shares through agreement transfer, block transaction transfer and secondary market transfer, nor does it assist a third party to obtain control of Changzhou Tiansheng New Materials Co.Ltd(300169) through agreement, entrustment, solicitation of voting rights and any other means. If it is agreed with Party A that Party B shall reduce its shareholding, Party A shall have the preemptive right under the same conditions. " Qingdao Ronghai SDIC Asset Management Co., Ltd. will issue a separate exemption letter for the commitments, guarantees and legal liabilities made under this item. The exemption letter will take effect from the date when the funds raised by the company's directional issuance of shares in 2022 are transferred to the company's capital account.
3. The voting right entrustment agreement involved in the overall change plan of control is as follows:
The voting power entrustment agreement shall be established from the date of signing and sealing by both parties, and shall come into force from the date of transferring the funds raised by the company from Jucheng machinery or its related parties to the company's capital account in 2022. 4. The voting right waiver agreement involved in the overall change plan of control is as follows:
The voting right waiver agreement is established from the date of signing and sealing by all parties and will be issued to the company in 2022
