Shanghai Highly (Group) Co., Ltd. Announcement on the Results of the Private Placement (Raise of the Relevant Funds) & the Corresponding Share Changes

Transcription

1 Sck Abbr.: HLGF (A-share), HLBG (B-share) Announcement No.: L Sck Code: (A-share), (B-share) Bond Code: 2230 Bond Abbr.: HHL Shanghai Highly (Group) Co., Ltd. Announcement on the Results of the Private Placement (Raise of the Relevant Funds) & the Corresponding Share Changes The Board of Direcrs of Shanghai Highly (Group) Co., Ltd. (hereinafter referred as the ) and all its direcrs hereby ensure that this announcement contains no false information, misleading statement or material omission, and shall be jointly and severally liable for the factuality, accuracy and completeness of the information carried in this announcement. The English translation is for reference only. Important contents: 1. Quantity of the issued shares: 47,215,189 ordinary shares (A-shares) 2. Issue price: RMB 7.90/share 3. Purchasers and share lock-up period: Serial Purchased Lock-up Expiration of the Purchaser No. quantity (share) period lock-up period 1 2 Guangxi Railway Development Investment Fund (Limited Partnership) UBS SDIC Fund Management Co., Ltd. 1 6,329,113 6,329,113 3 Jiang Genqing 5,696, Ping An UOB Fund Management Co., Ltd. Anhui Zhongan Capital Investment Fund Co., Ltd. 19,367,091 9,493,670 Total 47,215, Expected date for trading: The newly issued shares have been registered with the Shanghai branch of China Securities Deposiry and Clearing Co., Ltd. on 4 Nov These shares shall not be transferred within from the end of the Placement and the date for trading is expected be (postponed if not a trading day). 5. Unless otherwise specified, the following short forms on the left have the meanings on the right in this Announcement: The / / the Listed / Highly Group The Asset Reorganization/ the Organization/ the Share Offering for Asset Shanghai Highly (Group) Co., Ltd. This share offering of Shanghai Highly (Group) Co., Ltd. for asset acquisition

2 Acquisition The Announcement Transaction Parties The Target Asset/ the Transaction Target The Pricing Base Day The Evaluation Base Day Fusheng Electrical Appliance/ the Target / the Transaction Target/ the Target of Evaluation/ the Evaluated Party The Independent Financial Advisor/ China Securities The Audir/ Deloitte Huayong The Evaluar/ Orient Appraisal The Law The Securities Law SSE The CSRC The Ministry of Commerce The Agreement on Share Offering for Asset Acquisition The Profits Compensation Agreement Hangzhou Administration for Industry & Commerce Yuan, ten thousand, hundred million The Announcement of Shanghai Highly (Group) Co., Ltd. on the Results of the Private Placement (Raise of the Relevant Funds) & the Corresponding Share Changes 5 corporations (Hangzhou Fusheng Holding Co., Ltd., Zhejiang Rongsheng Venture Capital Co., Ltd., Zhejiang WAHAHA Venture Capital Co., Ltd., Zhejiang Zheke HSBC Venture Capital Co., Ltd. and Zhejiang Zheke Merrill Lynch Venture Capital Co., Ltd.) and 39 individuals (Ge Ming, etc.) The 100% equity interests of Hangzhou Fusheng Electrical Appliance Co., Ltd. The date of the announcement on the resolutions of the 5 th Meeting of the 7 th Board of Direcrs 31 Oct Hangzhou Fusheng Electrical Appliance Co., Ltd. China Securities Co., Ltd. Deloitte Huayong Certified Public Accountants (LLP) Orient Appraisal Co., Ltd. The Law of the People s Republic of China The Securities Law of the People s Republic of China The Shanghai Sck Exchange China Securities Regulary Commission The Ministry of Commerce of the People s Republic of China The Agreement on Share Offering for Asset Acquisition between Shanghai Highly (Group) Co., Ltd. and Hangzhou Fusheng Holding Co., Ltd. and Other 43 Shareholders of Hangzhou Fusheng Electrical Appliance Co., Ltd. The Profits Compensation Agreement between Shanghai Highly (Group) Co., Ltd. and Ge Ming of Hangzhou Fusheng Holding Co., Ltd. Regarding the Acquisition of Hangzhou Fusheng Electrical Appliance Co., Ltd. Hangzhou Municipal Administration for Industry & Commerce RMB Yuan, RMB Ten thousand, RMB Hundred Million I. Overview of the Placement (I) Decision-making and approval of the Transaction 1. On 23 Jan. 2015, the Listed convened the 5 th Meeting of the 7 th Board of 2

3 Direcrs, at which the Proposal on the Pre-Plan for Share Offering for Asset Acquisition and Raising the Relevant Funds and other proposals in relation the Transaction were reviewed and approved. 2. On 25 Mar. 2015, the evaluation result for the Target Asset in the Transaction was filed the State-owned Assets Supervision and Administration Commission of Shanghai Municipal Government (the Shanghai SASAC). 3. On 26 Mar. 2015, the Proposal on the Plan for Share Offering for Asset Acquisition and Raising the Relevant Funds and other proposals in relation the Transaction were reviewed and approved at the 6 th Meeting of the 7 th Board of Direcrs. 4. On 8 Apr. 2015, the Shanghai SASAC approved in principle the s plan for the Transaction with the Rely Shanghai Highly (Group) Co., Ltd. Regarding Private Placement. 5. On 13 Apr. 2015, the convened the First Special General Meeting for 2015, at which the proposals in relation the Transaction were reviewed and approved. 6. On 27 May 2015, the Anti-Monopoly Bureau of the Ministry of Commerce issued the Notice of Check Results (SFLSCH [2015] No. 36) approve the Transaction of the. 7. On 21 Jul. 2015, the CSRC issued the Reply on Approval for Share Offerings of Shanghai Highly (Group) Co., Ltd. Hangzhou Fusheng Holding Co., Ltd. and so on for Asset Acquisition and Raising Relevant Funds (CSRC Permit [2015] No. 1732) approve the Transaction of the. (II) Particulars about the Placement RMB ordinary shares (A-shares) are issued in the Placement, with the par value at RMB 1/share. 47,215,189 shares have been placed specific invesrs at the price of RMB 7.90/share. Guangxi Railway Development Investment Fund (Limited Partnership), UBS SDIC Fund Management Co., Ltd., Jiang Genqing, Ping An UOB Fund Management Co., Ltd. and Anhui Zhongan Capital Investment Fund Co., Ltd. subscribed for the shares in cash. These newly issued shares shall not be transferred within from the end of the Placement. (III) Capital verification On 22 Oct., 2015, Deloitte Huayong executed the testing of the newly-increased registered capital by the supporting raised funds and the paid-up capital of the HLGF, and issued the D-S-B-(Y)-Z (15) No Capital Verification Report. Through the testing by Deloitte Huayong, up 22 Oct., 2015, HLGF had received the newly-increased registered capital (paid-up capital) subscribed by the specific invesrs which amounted RMB 47,215,189. Up 22 Oct., 2015, the accumulative registered capital after the alternation of HLGF amounted RMB 866,310,655 with the paid-up capital of RMB 866,310,655. (IV) Share register According the Registered Certificate of the Security Alternation issued by the Shanghai Branch of CSDCC on 4 Nov. 2015, HLGF had issued 6,329,113 shares for Guangxi Railway Development Investment Fund (Limited Partnership), had issued 6,329,113 shares for UBS SDIC Fund Management Co., Ltd., had issued 5,696,202 for Mr. Jiang Geniqng, had issued 19,367,091 shares for Ping An UOB Fund Management Co., Ltd. and had issued 9,493,670 shares Anhui Zhongan Capital Investment Fund Co., Ltd., of which the securities registration formalities of the above issuance had all completed execution. 3

4 II. Results of the issuance and the introduction of the targets (I) Results of the issuance The newly-increased shares the issued for Guangxi Railway Development Investment Fund (Limited Partnership), UBS SDIC Fund Management Co., Ltd., Mr. Jiang Geniqng, Ping An UOB Fund Management Co., Ltd. and Anhui Zhongan Capital Investment Fund Co., Ltd. should not be transferred within since the end date of the issuance and the expected announced date would be (postponed if was not an exchange date). (II) Introduction of the issue targets 1. Guangxi Railway Development Investment Fund (Limited Partnership) (1) Basic situation Name of the company: Guangxi Railway Development Investment Fund (Limited Partnership) Registered place: No of the No. 6 Building of Derui Garden, No. 143 of the Minzu Rd, Qingxiu District, Nanning Executive transaction partner: Guangxi Railway Investment & Development Fund Management Co., Ltd. Business scope: engaged in the investment of the unlisted enterprises, the investment of the non-public shares of the listed companies and the relevant consultation service. (2) Related relation with the (3) Subscription of the issue Shares of the subscription: 6,329,113 shares Arrangement of the restricted sck trade period: as for the shares among the subscription, should not be transferred within since the end date of the (4) Significant transactions of the issue targets and the related parties with the There was no any significant transaction with the. (5) Future transaction arrangement of the issue targets and the related parties with the As for the transactions may happen in the future, the will strictly abide by 2. UBS SDIC Fund Management Co., Ltd. (1) Basic information Name of the company: UBS SDIC Fund Management Co., Ltd. Registered place: 7F of No. 638 of the Dongdamin Rd, Hongkou District, Shanghai Legal representative: Ye Boshou Registered capital: 100 million Business scope: funds raising, funds sales, assets management and other business approved by CSRC. [As for the items should be approved by the laws, could develop the operation activities only after approved by the relevant departments] 4

5 (2) Related relation with the (3) Subscription of the issue Shares of the subscription: 6,329,113 shares Arrangement of the restricted sck trade period: as for the shares among the subscription, should not be transferred within since the end date of the (4) Significant transactions of the issue targets and the related parties with the There was no any significant transaction with the. (5) Future transaction arrangement of the issue targets and the related parties with the As for the transactions may happen in the future, the will strictly abide by 3. Mr. Jiang Genqing (1) Related relation with the (2) Subscription of the issue Shares of the subscription: 5,696,202 shares Arrangement of the restricted sck trade period: as for the shares among the subscription, should not be transferred within since the end date of the (3) Significant transactions of the issue targets and the related parties with the There was no any significant transaction with the. (4) Future transaction arrangement of the issue targets and the related parties with the As for the transactions may happen in the future, the will strictly abide by 4. Ping An UOB Fund Management Co., Ltd. (1) Basic information Name of the company: Ping An UOB Fund Management Co., Ltd. Registered place: 419, 01 of the Galaxy Development Center Hotel, Fuhua 3 rd Rd, Futian District, Shenzhen Legal representative: Yang Xiuli Registered capital 300 million Business scope: funds raising, funds sales, assets management and other business approved by CSRC. (2) Related relation with the 5

6 (3) Subscription of the issue Shares of the subscription: 19,367,091 shares Arrangement of the restricted sck trade period: as for the shares among the subscription, should not be transferred within since the end date of the (4) Significant transactions of the issue targets and the related parties with the There was no any significant transaction with the. (5) Future transaction arrangement of the issue targets and the related parties with the As for the transactions may happen in the future, the will strictly abide by 5. Anhui Zhongan Capital Investment Fund Co., Ltd. (1) Basic information Name of the company: Anhui Zhongan Capital Investment Fund Co., Ltd. Registered place: Room 101 of the H2 Building, Phase II of the Innovation Industry Park, No of the Innovation Rd, Hefei Legal representative: Chen Xiang Registered capital: 3000 million Business scope: securities investment, equities investment and credirs right investment related the equities investment; investment consultant, investment management and investment consultation service; funds investment related the securities investment or equities investment; debt products or financial instruments investment related the multi-level capital market. (As for the items should be approved by the laws, could develop the operation activities only after approved by the relevant departments) (2) Related relation with the (3) Subscription of the issue Shares of the subscription: 9,493,670 shares Arrangement of the restricted sck trade period: as for the shares among the subscription, should not be transferred within since the end date of the (4) Significant transactions of the issue targets and the related parties with the There was no any significant transaction with the. (5) Future transaction arrangement of the issue targets and the related parties with the As for the transactions may happen in the future, the will strictly abide by 6

7 III. Changes of the p 10 shareholders before and after the issue (I) List of the p 10 shareholders of the before the issue (30 Sep. 2015) No. Name of the shareholders Sck holding quantity (share) Sck holding proportion 1 Shanghai Electric (Group) Corporation 218,357, % 2 Hangzhou Fusheng Holding Co., Ltd. 88,228, % 3 Ge Ming 33,263, % 4 Shanghai Jiushi Corporation 26,869, % 5 Gu Hefu 20,139, % 6 Zhejiang Rongsheng Venture Capital Co., Ltd. 10,135, % 7 Zhejiang Wahaha Venture Capital Co., Ltd. 5,067, % 8 Lin Zhenming 4,690, % 9 Kang Xiaona 4,372, % 10 Wang Guiying 4,275, % (II) Particulars about the p ten shareholders of the after the issuing Serial No. Name Numbers of shareholdings (share) Proportion of shareholding 1 Shanghai Electric (Group) Corp. 218,357, % 2 Hangzhou Fusheng Holdings Co., Ltd. 88,228, % 3 Ge Ming 33,263, % 4 Shanghai Jiushi Corporation 26,869, % 5 Ping An Uob Fund Management Co., Ltd. 19,367, % 6 Gu Hefu 18,071, % 7 Zhejiang Rongsheng Holding Venture Capital Co., Ltd. 10,135, % 8 Anhui Zhongan Capital Investment Fund Co., Ltd. 9,493, % 9 Guangxi Railway Development Investment Fund (Limited Partnership) 6,329, % 10 UBS Investment Fund Management Co., Ltd. 6,329, % (III) The company control remained no change during the issuing Before and after the transaction, the controlling shareholder of the was also Shanghai Electric Corp. the actual controller was Shanghai SASAC, the company control remain no change IV. Change in capital structure of the before and after the issue I. Share with limited sales condition Unit:Share 1. Share holdings by state-owned legal person 2. Share holdings by other domestic capital Before change Number of change After change 65,000,000-65,000, ,351,351 47,215, ,566,540 7

8 s II. Shares with unlimited sales conditions Of which: Share holdings by domestic non-state-owned corporate Share holdings by domestic natural person 8 107,485,640 41,518, ,004,627 43,865,711 5,696,202 49,561, RMB common share 318,574, ,574, Domestic listing foreign share 284,169, ,169,608 Total share 819,095,466 47,215, ,310,655 V. Discussion and analysis of management I. Influence the financial situation and profit capability during the issuing After the finish of the issue, the scale of the tal assets and net assets of the were increased, the financial structure of the became more steadier, and the capital power will be effectively improved, which, on the one hand, benefit reduce financial risk of the, on the other hand, provide good safeguard the subsequent business development of the. II. Influence the Corporate Governance during the issuing Before the reorganization, the operated strictly in line with related law and regulations of Law, "Securities Law" and "Listing Rules" and the requirement specification of CSRC, establish complete corporate governance structure and the independent operation management mechanism, after the finish of the transaction, the will further complete the governance structure in line with the Law, "Securities Law" and " the Listing Governance Standard" Before and after the transaction, the controlling shareholder of the was also Shanghai Electric and the company control remain no change. IV. Relevant securities service institutions in the transaction (I). Independent financial adviser Name:China Securities Co., Ltd. Legal representative:wang Changqing Accommodation: No.4 building of No. 6 Anli Road, Zhaoyang District, Beijing TEL: Fax: Responsible persons:pan Feng, Ai Hua, Li Huajun,Fan Lu (II) Legal Counsel Name:Fangda Partners Person in charge of the unit:qi Xuanting Accommodation: Heng long plaza phase I 32 floor of No. 66, Nanjing West Road, Shanghai TEL: Fax: Responsible persons:huang Weimin, Zhong Qi, Liu Yiwei (III) Audit institution Name:Deloitte Huayong(Special ordinary partnership) Person in charge of the unit:zeng Shunfu

9 Accommodation: 30 floor of Bund Center of No. 222 Yan'an East Road, Huangpu District, Shanghai TEL: Fax: Responsible persons:zhou Hua, Chen Jialei (IV) Assets appraisal institution Name:Orient Appraisal Co., Ltd. Legal representative:wang Xiaomin Accommodation: 19 floor of Pacific Center, No. 889 Yan'an West Road, Shanghai TEL: Fax: Responsible persons:wu Gang, Zhu Weiming VII. Documents for reference (I) Written document of newly increase share registration and hosting situation issued by CSDCC, Shanghai Branch; (II) Capital verification report issued by accounting firm with securities, futures related business qualification; (III) Audit opinion upon the compliance of this issuing from sponsor institution and accounting firm. The aforesaid documents are available at the office of the. The Board of Direcrs Shanghai Highly (Group) Co., Ltd. 6 Nov