Shanghai Highly (Group) Co., Ltd. Indicative Announcement on Alteration in Shareholder s Holding

Transcription

1 Stock Code: (A-share), (B-share) Announcement No.: Current Stock Name: Highly A, Highly B Bond Code: Bond Name: 12-SSE-Highly Indicative Announcement on Alteration in Shareholder s Holding (hereinafter referred to as the Company or Highly Group ) and all the members of its Board of Directors hereby guarantee that the information presented in this Announcement is factual, accurate and complete. And they shall be jointly and severally liable for any false representations, misleading statements or material omissions in this Announcement. The English version of this Announcement is for reference only. Important contents: This shareholding alteration is a shareholding increase and does not involve a tender offer. This shareholding alteration does not cause the Company s controlling shareholder or actual controller to change. The Company has received on September 20, 2017 the Shareholding Alteration Report (Short Form) of issued by Electric Appliances, Inc. of Zhuhai ( ), with details provided as follows: I Basic Information about this Shareholding Alteration 1. Profile of Information Disclosure Obligor Company name Electric Appliances, Inc. of Zhuhai Registered address Qianshan Jinji West Road, Zhuhai, Guangdong Province Date of establishment 12/13/1989 Legal representative Registered capital Credibility code Business nature Business scope Dong Mingzhu RMB6,015,730, N Joint stock company with limited liability (listed) The import and export of goods and technologies (excluding items banned by laws and administrative regulations; items restricted by laws and administrative regulations shall be subject to the permit); R&D, manufacturing and sale of pumps, valves, compressors and similar machineries, and general equipment like draught fans and packaging equipment; motors, transmission and distribution equipment and the control devices; electric wires, cables, optical cables and electrical appliances; household refrigeration appliances, household air conditioners and the associated spares; central air-conditioning, cooling equipment, air-conditioning equipment, clean air-conditioning, heating equipment, ventilating devices; heat pump water heaters, integrated products of air-conditioning and heat water, gas furnaces for hot water and heating, gas heating equipment for hot water, energy-efficient equipment with thermal energy, electromechanical devices and 1

2 Term of operation Contact address supporting parts; fresh air system and haze removal equipment with the fresh air system; communication terminal equipment and relevant accessories; separation and purification equipment of gas and liquor and relevant accessories; household electrical appliances for cleaning, household electrical appliances for kitchen, household electrical appliances for ventilating, and other household electrical appliances and relevant accessories; installation project of building mechanical and electrical equipment, swimming pool water treatment, and central hot water project; sale, installation and maintenance; central air-conditioner, refrigeration, air-conditioner equipment, clean air-conditioner, heating equipment, and ventilation devices; heat-pump water heaters, product for air-conditioner and hot water, hot water furnace equipment from gas heating, hot water equipment from gas heating, saving equipment of thermal energy, fresh air and equipment for removing haze of fresh air. wholesale: mechanical equipment, hardware and electrical products; retail: household appliances and electrical products. Joint stock company with limited liability and of permanent existence Qianshan Jinji West Road, Zhuhai, Guangdong Province Tel Way of Shareholding Alteration Information disclosure obligor obtained the Company s shares through bidding at the. Shareholding alteration: Before After Name of shareholder Number of Shareholding Number of shares Shareholding shares held percentage held percentage ,315,621 5% 3. Trading in the Company s Stock in Previous Six Months Information disclosure obligor s trading activities in the Company s stock through bidding at the within the six months before the disclosure of this indicative announcement are provided as follows: Name of shareholder Way of trading bidding at bidding at bidding at Date of purchase Number of shares Purchase Price range (RMB) 08/29/2017 9,969, /30/ , /31/ ,

3 bidding at 09/01/2017 1,610, bidding at 09/04/2017 1,371, bidding at 09/05/ , bidding at 09/06/2017 1,750, bidding at 09/07/2017 2,563, bidding at 09/08/ , bidding at 09/11/2017 3,470, bidding at 09/12/2017 5,585, bidding at 09/13/2017 4,518, bidding at 09/14/2017 1,038, bidding at 09/15/ , bidding at 09/18/2017 5,949, bidding at 09/19/2017 3,469, II Subsequent Matters 1. After this shareholding alteration, holds 43,315,621 shares in the Company, representing a stake of 5%. This shareholding alteration does not cause the Company s controlling shareholder or actual controller to change. 2. As per the Securities Law, the Methods for Administration of Acquisitions of Listed 3

4 Companies and other applicable laws and regulations, the said information disclosure obligor has prepared a short form shareholding alteration report. Please see the of that has asked the Company to disclose on September 21, The Board of Directors of September 21,

5 Listed company: Place where the listed company s stock is listed: Shanghai Stock Exchange Stock Name: Highly A, Highly B Stock Code: (A-share), (B-share) Information disclosure obligor: Electric Appliances, Inc. of Zhuhai Venue: Qianshan Jinji West Road, Zhuhai, Guangdong Province Address: Qianshan Jinji West Road, Zhuhai, Guangdong Province Signed on September 20, 2017

6 Statement of Information Disclosure Obligor 1. The information disclosure obligor prepares this report as per the Securities Law of the People s Republic of China (the Securities Law ), the Methods for Administration of Acquisition of Listed Companies (the Acquisition Methods ), and the Content and Format Standards No. 15 for Information Disclosure by Companies Offering Securities to Public Shareholding Alteration Report (the Standards No. 15 ), as well as other applicable laws and regulations. 2. According to the aforesaid laws and regulations, the information disclosure obligor has disclosed in full detail the alterations of its shareholdings in Shanghai Highly (Group) Co., Ltd. ( Highly Group ). As of the date of signing this report, except the shareholding alteration disclosed in this report, the information disclosure obligor had not increased or decreased in any other way its shareholdings in Highly Group. 3. The information disclosure obligor has been duly authorized and approved to sign this report, without violating or conflicting with its articles of association or internal rules. 4. This shareholding alteration has been carried out exactly as specified herein. No other party than the information disclosure obligor has been assigned or authorized to provide other information than what s given herein, or to construe or interpret this report. 5. The information disclosure obligor hereby warrants that the data or information presented herein is free of any false representation, misleading statements or material omissions. 2

7 Table of Contents Statement of Information Disclosure Obligor... 2 Part I Definitions... 4 Part II Profile of Information Disclosure Obligor... 5 Part III Decision-Making and Purpose of this Shareholding Alteration... 8 Part IV Way of Shareholding Alteration... 9 Part V Trading Activities in Listed Company s Stock in Previous Six Months Part VI Other Significant Events Part VII Statement of Information Disclosure Obligor Part VIII Documents Available for Reference Exhibit

8 Part I Definitions In the Statement, unless the context otherwise defines, the definitions of the following abbreviations are as follows: Highly Group/the Listed Company The Report, Information Disclosure Obligor The Company Law Administrative Rules on Acquisition No.15 Standard The Shareholding Alteration CSRC SASAC RMB Refer to Refer to Refer to Refer to Refer to Refer to Refer to Refer to Refer to Refer to The disclosed Shareholding Alteration Report (Short Form) of Electric Appliances, Inc. of Zhuhai The Company Law of the People s Republic of China Administrative Rules on Acquisition of Listed Companies Content and Format Guidelines No.15 on Information Disclosure for Companies Offering Their Securities to the Public- Shareholding Alteration Report Electric Appliances, Inc. of Zhuhai acquires 5% shares of through the secondary market China Securities Regulatory Commission State-owned Assets Supervision and Administration Commission of the State Council RMB Yuan In the Statement, there may be a little difference in arrears between some total figures and the sum of its parts, which is resulted from round-off. 4

9 Part II Profile of Information Disclosure Obligor I Profile of Information Disclosure Obligor (I) Electric Appliances, Inc. of Zhuhai ( ) Company name Electric Appliances, Inc. of Zhuhai Registered address Qianshan Jinji West Road, Zhuhai, Guangdong Province Date of establishment 12/13/1989 Legal representative Dong Mingzhu Registered capital RMB6,015,730,878 Credibility code N Business nature Joint stock company with limited liability (listed) The import and export of goods and technologies (excluding items banned by laws and administrative regulations; items restricted by laws and administrative regulations shall be subject to the permit); R&D, manufacturing and sale of pumps, valves, compressors and similar machineries, and general equipment like draught fans and packaging equipment; motors, transmission and distribution equipment and the control devices; electric wires, cables, optical cables and electrical appliances; household refrigeration appliances, household air conditioners and the associated spares; central air-conditioning, cooling equipment, air-conditioning equipment, clean air-conditioning, heating equipment, ventilating devices; heat pump water heaters, integrated products of air-conditioning and heat water, gas furnaces for hot water and heating, gas heating equipment Business scope for hot water, energy-efficient equipment with thermal energy, electromechanical devices and supporting parts; fresh air system and haze removal equipment with the fresh air system; communication terminal equipment and relevant accessories; separation and purification equipment of gas and liquor and relevant accessories; household electrical appliances for cleaning, household electrical appliances for kitchen, household electrical appliances for ventilating, and other household electrical appliances and relevant accessories; installation project of building mechanical and electrical equipment, swimming pool water treatment, and central hot water project; sale, installation and maintenance; central air-conditioner, refrigeration, air-conditioner equipment, clean air-conditioner, heating equipment, and ventilation devices; heat-pump water heaters, product for air-conditioner and hot water, hot water furnace equipment from gas 5

10 heating, hot water equipment from gas heating, saving equipment of thermal energy, fresh air and equipment for removing haze of fresh air. wholesale: mechanical equipment, hardware and electrical products; retail: household appliances and electrical products. Term of operation Joint stock company with limited liability and of permanent existence Contact address Qianshan Jinji West Road, Zhuhai, Guangdong Province Tel II Profile of Directors, Supervisors and Senior Executives (or Persons Chiefly in Charge) of Information Disclosure Obligor Name Position Nationality Long-term residence Dong Mingzhu Ye Zhixiong Huang Hui Chairman of the board, president Right of residence of other countries or regions China Zhuhai, Guangdong None Director China Zhuhai, Guangdong None Director, executive president China Zhuhai, Guangdong None Zhang Jundu Director China Hangzhou, Zhejiang None Xu Zifa Director China Shijiazhuang, Hebei None Wang Independent Ruzhu director China Shanghai None Lu Xin Independent director China Guangzhou, Guangdong None Guo Yang Independent director China Beijing None Chairman Board Xu of the Chuzhen Supervisory China Zhuhai, Guangdong None Guo Shuzhan Supervisor China Zhengzhou, Henan None Wang Employee Liqin supervisor China Zhuhai, Guangdong None Zhuang Vice Pei president China Zhuhai, Guangdong None Vice president, financial Wang employee in Jingdong charge, China Zhuhai, Guangdong None secretary of the board Chen Vice Weicai president China Zhuhai, Guangdong None Liu Jun Vice China Zhuhai, Guangdong None 6

11 Name Position Nationality Long-term residence Tan Jianming president Vice president Right of residence of other countries or regions China Zhuhai, Guangdong None III Basic Information about Other Listed Companies Domestic or Overseas of which the Information Disclosure Obligor Holds 5%-plus of Equity As of the signing date of the Report, there is no information about other listed companies of which the information disclosure obligor holds 5%-plus of equity except for Highly Group. 7

12 Part III Decision-Making and Purpose of this Shareholding Alteration I The Purpose of the Shareholding Alteration The shareholding alteration by aims to build an international company with a more enriched industrial chain by integrating quality resources and making use of talent, information and innovation advantages of Shanghai, an international city. II Whether the Information Disclosure Obligor Plans to continue to increase the shareholding of the Listed Company or Dispose the held shares in the coming 12 months The information disclosure obligor will decide, within the 12 months from the signing date of this report, when and by how many it will increase its shareholding in Highly Group according to the then overall situation of the stock market, condition of Highly Group, stock price of Highly Group and so on. If such shareholding alterations occur, the information disclosure obligor shall perform its information disclosure and other obligations in strict compliance with the applicable laws and regulations. III Procedures of Authorization and Approval Performed by the Information Disclosure Obligor after the Decision of the Shareholding Alteration No need to submit the shareholding alteration to the Board of Directors for approval. 8

13 Part IV Way of Shareholding Alteration I Way of Shareholding Alteration The information disclosure obligor increased its shareholding of Highly Group through bidding at the. II Basic Information about the Shareholding Alteration held 0 shares or 0% of Highly Group before the shareholding alteration. holds 43,315,621 shares or 5% of Highly Group after the shareholding alteration. will become one of shareholders with 5%-plus shares of Highly Group after the shareholding alteration. Details of the shareholding alteration are provided as follows: Name of shareholder Number of shares held Before Shareholding percentage After Number of shares held Shareholding percentage ,315,621 5% III Restriction of rights from shareholding the Listed Company s shares by the Information Disclosure Obligor As of the signing date of the Report, there are no such cases where the rights from the 5% of Highly Group s shares held by the information disclosure obligor are restricted like being pledged or frozen. 9

14 Part V Trading in the Company s Stock in Previous Six Months Information disclosure obligor s trading activities in the Company s stock through bidding at the within the six months before the disclosure of this are provided as follows: Purchase Name of shareholder Way of trading Date of purchase Price range Number of shares (RMB) bidding at stock 08/29/2017 9,969, bidding at stock 08/30/ , bidding at stock 08/31/ , bidding at stock 09/01/2017 1,610, bidding at stock 09/04/2017 1,371, bidding at stock 09/05/ , bidding at stock 09/06/2017 1,750, bidding at stock 09/07/2017 2,563, bidding at stock 09/08/ , bidding at stock 09/11/2017 3,470,

15 bidding at stock bidding at stock bidding at stock bidding at stock bidding at stock bidding at stock 09/12/2017 5,585, /13/2017 4,518, /14/2017 1,038, /15/ , /18/2017 5,949, /19/2017 3,469,

16 Part VI Other Significant Events Up to the signing date of the Report, the information disclosure obligor has truthfully disclosed the relevant information of the shareholding alteration according to relevant regulations. Other significant information, which was needed to be disclosed but not disclosed by information disclosure obligor according to applicable laws and in order to avoid misunderstandings caused from the contents of the Report, was not existed. 12

17 Part VII Statement of Information Disclosure Obligor The information disclosure obligor hereby guarantees that the information presented herein is factual, accurate and complete, and shall be jointly and severally liable for any false representation, misleading statements or material omissions in this report. Information disclosure obligor: Electric Appliances, Inc. of Zhuhai (company seal) Legal representative (authorized representative) : Dong Mingzhu September 20,

18 Part VIII Documents Available for Reference I Documents Available for Reference 1. Business license of information disclosure obligor; 2. List and identification of directors, supervisors, and senior executives of information disclosure obligor; and 3. The Report signed by information disclosure obligor. II Place where These Documents Are Available (I) Time 9:00-12:00 a.m.; 13:00-17:00 of working days. (II) Place The Report and the above-mentioned documents available for reference are kept in Investors can also check the full text of the Report on the website of Shanghai Stock Exchange. 14

19 Exhibit Basic information Name of the No. 888, Ningqiao Road, Shanghai Highly (Group) Location of the Listed Listed pilot free trade zone of Co., Ltd. Company Company China (Shanghai) (A-share), Stock name Highly A, Highly B Stock code (B-share) Name of information disclosure obligor Shareholding alteration Registered address of Qianshan Jinji West Electric Appliances, information Road, Zhuhai, Inc. of Zhuhai disclosure obligor Guangdong Province Parties acting in Increase decrease Yes no concert Whether the information Whether the disclosure information obligor is the disclosure obligor is Yes no Yes first majority the actual controller no shareholder of of the Listed the Listed Company Company Centralized trading at transfer by agreement Method of Transfer of changes in administrative equity of state stock shareholding transfer by indirect methods alteration New shares issued by the Listed Company (multiple executing the court decision choices Inherit bestowal allowed) Others (please indicate) Number and percentage of shareholding in the Listed Company Type of direct holding: non-restricted shares before this Number of direct holding: 0 shareholding Percentage of direct holding: 0 alteration by information disclosure obligor 15

20 Number and percentage of shareholding alteration Whether the information disclosure obligor plans to continue increasing shares within next 12 months Whether the information disclosure obligor bought or sold the shares of the Listed Company on secondary market in the last 6 months. Whether exist the situations regulated in Article 6 of Acquisition Method Whether the shareholding alternation needs to get the approval and the process of the approval Type: non-restricted shares number: 43,315,621 percentage: 5% Yes No Yes No Yes No Yes No Note: the shareholding alternation still needs to get the approval of SASAC and other regulators (if any). 16

21 (Page for signature and seal for this of Shanghai Highly (Group) Co., Ltd) Electric Appliances, Inc. of Zhuhai (company seal) Legal representative (authorized representative): Dong Mingzhu September 20,