Securities code: 300169 securities abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) Announcement No.: 2022-006 Changzhou Tiansheng New Materials Co.Ltd(300169)
Announcement on related party transactions involving the issuance of shares by the company to specific objects
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、 Basic information of related party transactions
(I) Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as ” Changzhou Tiansheng New Materials Co.Ltd(300169) ” or “the company”) intends to issue no more than 95323700 A shares to Jucheng intelligent machinery partnership (limited partnership) (proposed to be established, subject to the name approved by the administrative authority for Industry and Commerce) (hereinafter referred to as “Jucheng intelligent (proposed to be established)”), The issue price is 5.56 yuan / share (hereinafter referred to as “the issue”). This issuance is subordinate to the overall plan of control change to be implemented by the company.
Changzhou Tiansheng New Materials Co.Ltd(300169) and Fujian Jucheng mechanical equipment Co., Ltd. (hereinafter referred to as “Jucheng machinery”) (on behalf of Jucheng intelligent (to be established)) signed the subscription agreement for issuing shares to specific objects with conditional effect on January 26, 2022, Jucheng intelligence (to be established) plans to subscribe in cash for 95323700 shares issued by the company to specific objects (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 issuance.
Wu Haizhou (as the entrusting party) and Jucheng machinery (as the entrusted party) signed the voting right entrustment agreement on January 26, 2022. Wu Haizhou plans to entrust the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 25423066 shares to Jucheng machinery, accounting for 7.80% of the total share capital of the company before the issuance.
On January 26, 2022, Sun Jian, LV zewei and Xu Yi signed the “voting rights waiver agreement” to waive the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) shares: Sun Jian promised to waive the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 13050000 shares, LV zewei promised to waive the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 12434384 shares, and Xu Yi promised to waive the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 6908346 shares.
After the implementation of the overall scheme of the above-mentioned change, Jucheng machinery and Jucheng intelligent (to be established), the person acting in concert, hold shares actually exercising voting rights, accounting for 28.66% of the total share capital of the company, the controlling shareholder is changed to Jucheng intelligent (to be established), and the actual controller is changed to Huang Daping.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, due to signing an agreement or making an arrangement with the listed company or its affiliates, after the agreement or arrangement comes into force, or within the next 12 months, if there is one of the circumstances specified with the related parties listed in the Listing Rules, it shall be regarded as the related person of the listed company. After the implementation of the overall plan for the change of control of the company, including this issuance, Jucheng intelligence (to be established) becomes the controlling shareholder of the company. Therefore, Jucheng intelligence (to be established) should be regarded as the related party of the company, and this issuance involves related party transactions.
(II) on January 26, 2022, the 11th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the company’s stock issuance plan to specific objects and other relevant proposals. The related directors Mr. Wu Haizhou and Mr. Xu Yi avoided voting, The independent directors of the company have expressed their prior approval opinions and independent opinions on the above matters involving related party transactions.
(III) the issuance can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company (the related parties interested in the related party transaction will avoid voting on the proposal at the general meeting of shareholders), reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
(IV) this issuance does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Basic information of related parties
(I) basic information
As of the disclosure date of this announcement, Jucheng intelligence (to be established) is in the state of preparation and has not been established.
The general partner / executive partner of Jucheng intelligent (to be established) is Jucheng machinery, and its basic information is as follows:
Company name: Fujian Jucheng mechanical equipment Co., Ltd
Address: No. 797, Xingxiu Road, Jinfeng Village, Dongyuan Town, Taiwan investment zone, Quanzhou, Fujian Province
Legal representative: Huang Daping
Registered capital: 30 million yuan
Date of establishment: January 20, 2021
Business scope: general items: research and development of mechanical equipment; Sales of mechanical equipment (except items subject to approval according to law)
(in addition, carry out business activities independently according to law with business license)
(II) equity control relationship
The executive general partner / business partner of Jucheng intelligence (to be established) is Jucheng machinery, and the control relationship of Jucheng intelligence (to be established) is as follows:
Note: the controlling entity of Huang Daping is the entity invested and controlled by Huang Daping; The fund to be established by Shenzhen Qingcheng Capital Equity Investment Management Co., Ltd. is an equity investment fund initiated by Shenzhen Qingcheng Capital Equity Investment Management Co., Ltd. as the general partner / fund manager; The fund to be established by Guangdong zhongzhixinlian Fund Management Co., Ltd. is an equity investment fund initiated and established by Guangdong zhongzhixinlian Fund Management Co., Ltd. as a general partner / fund manager; The fund to be established by Shanghai xunuo equity investment fund partnership (limited partnership) is an equity investment fund initiated and established by Shanghai xunuo equity investment fund partnership (limited partnership) as the general partner / fund manager; Shenzhen Qianhai Guoyu Asset Management Co., Ltd. plans to establish a fund, which is an equity investment fund initiated and established by Shenzhen Qianhai Guoyu Asset Management Co., Ltd. as a general partner / fund manager.
The actual controller of Jucheng machinery is Huang Daping. The equity and control relationship of Jucheng machinery are as follows:
(III) main business in the last three years
Jucheng intelligence (to be established) is in the preparatory stage and has not been established for operation.
The general partner / executive partner of Jucheng intelligent (to be established) is Jucheng machinery, which was incorporated on January 20, 2021. Its business scope includes: mechanical equipment research and development, mechanical equipment sales, etc. Jucheng machinery has been established for less than 3 years and is specially established for this acquisition, and has not actually carried out operation.
(IV) financial situation of the latest year
Jucheng intelligence (to be established) is still in the preparatory stage, has not been officially established, and there is no financial data for the time being.
Jucheng machinery was registered and established on January 20, 2021, specifically for this acquisition. It has not actually operated, so there is no relevant financial data.
(V) punishment, litigation and arbitration in the last five years
Jucheng intelligence (to be established) and its directors, supervisors and senior managers have not received administrative punishment (except those obviously unrelated to the securities market) or criminal punishment in the past five years, and have not been involved in major civil litigation or arbitration related to economic disputes.
(VI) whether it is a dishonest person to be executed
Jucheng machinery, the general partner / executive partner of Jucheng intelligence (to be established), is not a dishonest executee.
3、 Basic information of this connected transaction
(I) type and par value of issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
(II) issuing method and time
This offering will take the form of issuing shares to specific objects. After the approval of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the decision of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on registration, the company will choose an appropriate time to issue shares to specific objects within the specified period of validity. (III) issuing object and subscription method
The issuing object is Jucheng intelligence (to be established), and all the issuing objects will subscribe for the shares issued in cash.
(IV) pricing base date and issue price
The pricing benchmark date of this offering is the announcement date of the resolution of the 11th meeting of the 5th board of directors of the company. The issuing price of the shares issued this time is 5.56 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date).
If the ex rights and ex interests of the company’s shares occur between the pricing base date and the issuance date, the issuance price will be adjusted accordingly. The adjustment method is as follows:
Distribution of cash dividends: P1 = p0-d;
Bonus shares or converted into share capital: P1 = P0 / (1 + n);
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n.
If the relevant laws, regulations and normative documents or the regulatory review policies of the CSRC and the stock exchange on the issuance of A-Shares to specific objects have other different requirements on the issue price, pricing method and other matters, then the matters related to this issuance shall be implemented in accordance with these requirements.
(V) issued quantity
The number of A-Shares issued this time does not exceed 95323700 (including this number), nor does it exceed 30% of the total share capital of the company before this issuance. The final issuance quantity will be determined by the board of directors of the company through consultation with the recommendation institution (lead underwriter) in accordance with relevant regulations after being reviewed and approved by the Shenzhen Stock Exchange and reported to the CSRC for approval and registration. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the number of shares issued this time will be adjusted accordingly. The adjustment formula is:
Q1=Q0 × （1+n）。
Where: Q0 is the number of shares issued this time before adjustment; N is the ratio of bonus shares and converted share capital per share (i.e. the number of shares increased after bonus shares and converted share capital per share); Q1 is the adjusted number of shares issued this time. (VI) sales restriction period
The shares issued to specific objects shall not be transferred within 18 months from the date of completion of share registration.
If the restricted period of the shares subscribed by the issuing object is inconsistent with the provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities, the restricted period will be adjusted accordingly in accordance with the provisions of relevant regulatory authorities. After the end of this offering, the shares increased due to the share distribution of listed companies and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. The transfer after the sales restriction period will be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange.
(VII) arrangement of accumulated undistributed profits before the completion of this offering
The accumulated undistributed profits of the listed company before the completion of this issuance will be shared by the new and old shareholders after the completion of this issuance according to the shareholding ratio after the completion of this issuance.
(VIII) listing place
After the expiration of the restricted sale period, the shares issued to specific objects will be listed and traded on the gem of Shenzhen Stock Exchange.
(IX) amount and purpose of raised funds
The total amount of funds raised in this issuance shall not exceed RMB 529999800 (including this amount). The net amount of funds raised after deducting the issuance expenses will be used to supplement the working capital.
(x) validity of the resolution
The validity period of the resolution of this issuance is 12 months from the date when the company’s general meeting of shareholders deliberates and adopts the relevant proposal of this issuance.
4、 Main contents of the conditional share subscription agreement
On January 26, 2022, the company and Jucheng machinery (on behalf of Jucheng intelligent (to be established)) signed the subscription agreement for issuing shares to specific objects with conditional effect. For details, please refer to “section III relevant 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 published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
5、 Purpose of related party transactions and its impact on the company
(I) Jucheng smart (to be established) will become the controlling shareholder of the company and help the steady development of the company’s business
Before this offering, the company had no controlling shareholder or actual controller. After the completion of this offering, Jucheng intelligence (to be established) will become the controlling shareholder of the company and will make full use of its own capital and resource advantages to effectively integrate resources and promote the long-term sustainable and healthy development of the company.
(II) enhance the company’s financial strength, grasp the development opportunities of the industry and support the company’s strategic development
The company has accumulated profound technical strength for a long time and continuously improved its R & D efforts. Since its establishment, the company has been committed to becoming a leading professional manufacturer of polymer foam materials in China. In recent years, the business scale and market influence of the company have been expanding, and the company has steadily moved towards its strategic goal.
In the future, the company will adhere to the core of “science and technology leading” and “innovation driving”, and develop from traditional R & D and manufacturing upgrading of new materials to modern intelligent manufacturing and services. Strengthen High-Performance Lightweight Technology, vigorously develop intelligent products, take new urban rail and new energy transportation as the core market orientation, and gradually realize the strategic leap from industrial material products to intelligent manufacturing.
By issuing shares to specific objects this time, the company can further expand its capital strength, continue to invest in R & D in emerging technology fields, layout innovative product technologies, and enhance its anti risk ability, so as to cope with the change of industry pattern and grasp the opportunities of industry development.
(III) optimize the capital structure and improve the ability to resist risks
By issuing shares to specific objects this time, the company’s asset liability ratio will decline, its solvency will be improved, and its capital strength and anti risk ability will be further enhanced. At the same time, replenishing working capital can reduce the company’s short-term loan demand, so as to reduce financial expenses, reduce financial risks and operating pressure, further improve the company’s profitability and enhance the company’s long-term sustainable development ability.
(IV) impact on the company’s operation, management and financial status
The funds raised from the issuance of shares to specific objects are intended to be used to supplement working capital after deducting the issuance expenses. 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, and be conducive to the long-term operation and development of the company.
After the issuance, the company will still have a relatively perfect corporate governance structure and maintain personnel, assets, finance and research in progress
