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Hua Sheng Shares (600156): Signing The Issue Of Shares To Buy Assets Agreement

2019/7/2 13:41:00 2

Hua Sheng Shares Textile Stocks The Latest Announcement

Securities code: 600156 securities short: Hua Sheng shares announcement number: pro 2019-021

Hunan Huasheng Limited by Share Ltd signed a contract with Harbin high tech (Group) Limited by Share Ltd.

Announcement of agreement on the purchase of assets by issuing shares

All members of the company and the board of directors guarantee that there are no false statements, misleading statements or major omissions in the contents of the announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents of the announcement.

Important note:

Transactions: Hunan Huasheng Limited by Share Ltd (hereinafter referred to as "Huasheng" or "company", "the company") and Harbin high tech (Group) Limited by Share Ltd (hereinafter referred to as "hakako") signed the "purchase agreement on the issue of shares of Xiangcai securities" (hereinafter referred to as "the issue of shares to buy assets agreement" or "this Agreement"), harako will issue shares to buy the company's holdings of Xiangcai securities Limited by Share Ltd (hereinafter referred to as "Xiangcai securities") shares.

The audit and evaluation of the underlying assets of the transaction have not yet been completed. The transaction price of the underlying assets of the transaction will be based on the results of the evaluation report issued by the asset appraisal institution with the qualification of securities and futures related businesses, and the agreement shall be signed by the parties to the transaction and signed by the board of directors of the hgako reorganization report. The supplementary agreement shall be submitted to the board of directors for deliberation and approval and submitted to the state owned assets management department for approval, and the transaction shall be approved by the hgako internal deliberation and the China Securities Regulatory Commission and other institutions. Investors are invited to pay attention to the announcement of the progress of the transaction.

Pay attention to investment risk.

The company signed the agreement on the issue of shares to buy assets with hgako.

First, transaction summary 1, houtco and all the shareholders of Xiangcai securities signed the "agreement on the purchase of assets issued shares", houtco, through the issue of shares to the various shareholders of Xiangcai securities to buy their holdings of Xiangcai securities all or part of the shares.

2, the company directly owns 36333300 shares of Xiangcai securities (0.9865% of the total share capital). According to the agreement on the purchase of assets issued by shares, HARCO will purchase shares of Xiangcai securities held by the company through issuing shares.

3, the provisional board meeting of the company held in July 1, 2019 considered and passed the motion on signing an agreement on the issue of shares with Harbin hi tech (Group) Limited by Share Ltd.

4. The audit and evaluation of the underlying assets of the transaction are not yet completed. The transaction price of the underlying assets of the transaction will be based on the results of the evaluation report issued by the asset appraisal institution with the qualification of securities and futures related businesses, and the agreement shall be signed by the parties to the transaction and signed by the board of directors of the hgako reorganization report. After the transaction price is confirmed, the company will sign a supplementary agreement with hakco on matters related to the transaction; the supplementary agreement shall be submitted to the board of directors for deliberation and approval and submitted to the state assets management department for approval, and the transaction shall be approved by the hgako internal deliberation and the China Securities Regulatory Commission and other institutions.

Two, the basic situation of the counterparty

Company name: Harbin hi tech (Group) Limited by Share Ltd (SH.600095)

Place of registration: registered capital of No. 7 North Taihu Road, Yingbin Road concentrated area, Harbin hi tech Industrial Development Zone: 361 million 260 thousand yuan legal representative: Shi Jianmin company type: Limited by Share Ltd (listing) business scope: no operation prohibited by laws and regulations; it shall not be allowed to be operated without approval before approval.

As of the first quarter of 2019, the top five shareholder list is:

Shareholder name	Number of shares held (shares)	Shareholding ratio (%)
Zhejiang new lake group Limited by Share Ltd	Fifty-eight million ninety-four thousand three hundred and eight	Sixteen point zero eight
Jin Ying Liu	Four million four hundred and forty-three thousand and four hundred	One point two three
Colin	Four million one hundred and seventy thousand	One point one five
Liu Ya Jun	Three million five hundred and sixty-four thousand and six hundred	Zero point nine nine
Chen pin Wang	Three million and four hundred thousand	Zero point nine four

Main financial indicators:

Unit: 10000 yuan

	March 31, 2019 (Unaudited)	December 31, 2018 (audited)
total assets	One hundred and six thousand eight hundred and sixty-eight point eight four	One hundred thousand one hundred and fifty-five point nine seven
Net assets attributable to shareholders of listed companies	Eighty-three thousand nine hundred and fifty-six point eight six	Seventy-four thousand four hundred and thirty-six point one seven
	2019 1-3	2018

Business income	Nine thousand eight hundred and nine point two zero	Twenty-nine thousand nine hundred and forty point four six
Net profit attributable to shareholders of listed companies	-782.45	One thousand five hundred and thirteen point six six

Three, the basic situation of transaction targets

Company name: Xiangcai securities Limited by Share Ltd registration place: Changsha City Tianxin District, 198 new Xiangnan road central business building 11, A, registered capital: 3 billion 683 million 130 thousand yuan legal representative: Sun Yongxiang company type: Limited by Share Ltd business scope: securities brokerage; securities investment consultation; securities trading, securities investment activities related financial advisers; securities underwriting and sponsorship; securities self management; securities asset management; securities investment fund consignment; margin trading; consignment of financial products business and other securities business approved by the China Securities Regulatory Commission.

Up to now, the list of the top five shareholders of Xiangcai securities is as follows:

Shareholder name	Number of shares held (shares)	Shareholding ratio (%)
New lake Holdings Limited	Two billion seven hundred and thirty million eighty-two thousand six hundred and twenty-two	Seventy-four point one two Four Zero
National network Int'l Holdings Group Limited	Five hundred and seventy-four million five hundred and eighty-one thousand two hundred and seventy-eight	Fifteen point six zero zero four
New lake Limited by Share Ltd	One hundred and thirty-two million eighteen thousand eight hundred and eighty-two	Three point five eight four four
Shanxi harmony Electric Power Development Co., Ltd.	Seventy-five million seven hundred and eighty-eight thousand	Two point zero five seven seven
Hunan Huasheng Group Co., Ltd.	Forty million	One point zero eight six zero

Main financial indicators:

Unit: 10000 yuan

	December 31, 2018 (audited)	December 31, 2017 (audited)
total assets	Two million forty-four thousand six hundred and twenty-nine point four nine	Two million four hundred and four thousand six hundred and thirteen point five seven
Ownership of parent company owners	Seven hundred and twenty-five thousand five hundred and twenty-eight point eight six	Eight hundred and seven thousand seven hundred and eight point four nine
	2018	2017
Business income	Ninety-eight thousand eight hundred and seventy-eight point two zero	One hundred and thirty-five thousand one hundred and ninety-five point six three
Net profit attributable to the owner of the parent company	Seven thousand two hundred and three point one zero	Forty-two thousand nine hundred and ninety-four point one eight

Four, the main contents of the agreement

(1) trading scheme harako intends to purchase all 36333300 shares of Xiangcai securities held by the company in the form of issuing shares.

(two) trading price and payment method of Xiangcai securities

1, the benchmark date for Xiangcai securities is May 31, 2019, and the final trading price should be based on the assessment value issued by the appraisal institutions with the qualification of securities and futures related business assessment. The parties shall conduct friendly consultations and report on the reorganization of hakco, and the board of directors will be invited to sign the supplementary agreement at the same time.

2, the estimated value of Xiangcai securities 100% shares under this transaction is 10 billion yuan -140 billion yuan. Accordingly, the total transaction price of Xiangcai securities held by our company is tentatively set at 98647895.72 yuan -138107054.01 yuan.

3. The transaction consideration price under this agreement is completed by the HKAC in a non-public offering way. The payment is completed at the end of the issue.

(three) harako shares issue

1. The company subscribe to the new stock of HKAC based on its equivalents of Xiangcai securities. 2, the price base date of the benchmark day is the resolution announcement date of the fourteenth session of the eighth board of directors of hakco. 3, the issue price of the issue is 4.80 yuan / share. The price of the issue is no less than the average price of the stock trading of hakco in the 20 trading days before the price fixing benchmark.

The 20 trading days before the price fixing benchmark, the average price of hakco stock trading is 90% of the total trading volume of the 20 trading days before the price fixing benchmark, the total trading volume of the 20 trading days before the price fixing date.

During the period from the date of the base price to the end of the issue, hgako will adjust the issue price according to the relevant rules of the Shanghai stock exchange if it implements dividend matters such as dividend payment, stock issuance, rights issue and capital reserve.

4. Number of issues

According to the estimated value of the 100% share of Xiangcai securities and the price range of the provisional transaction price of the underlying assets, the number of shares issued to the company under the Cobain agreement is 20551644 shares -28772302 shares.

The final number of shares issued will be formally signed by the two sides at the same time on the basis of the final transaction price of the underlying assets and signed by the board of directors of the two sides.

5, after the completion of this issue, in order to take into account the interests of new and old shareholders, the old and new shareholders of HARCO share the undistributed profits before the issue.

6, the company promises to issue shares in respect of the shares it has subscribed for in this issue.

If the company obtains the shares issued by the listed company for less than 12 months, it will not be able to transfer the shares for 36 months within 12 months. If the relevant laws and regulations are revised, the above requirements will be changed, or the CSRC and other regulatory bodies will ask for a longer lock.

After the completion of the transaction under this agreement, the company will also abide by the above agreement because of the company's holdings of hagco shares, which are due to hagco's dividend payment, stock issuance, rights issue and capital reserve fund.

7, the new shares of hakco will be listed on the Shanghai stock exchange.

Five, the purpose of the transaction and its impact on the company.

This transaction is conducive to further revitalize assets and support the company's main business development. It is beneficial to the maximization of shareholders' interests, which is in line with the interests of the company and all shareholders.

Notice hereby.

Hunan Huasheng Limited by Share Ltd board of directors

July 2, 2019