Hua Sheng Shares (600156): Signed A Joint Stock Agreement With Hgako To Buy Assets

Securities code: 600156 securities short: Hua Sheng shares announcement number: pro 2019-030

Hunan Hua Sheng Limited by Share Ltd and Harbin hi tech (Group) Limited by Share Ltd signed the issue of shares to buy.

Notice of supplementary asset agreement

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: Harbin high tech (Group) Limited by Share Ltd (hereinafter referred to as "hakako") intends to purchase 36333300 shares of Xiangcai securities Limited by Share Ltd (hereinafter referred to as "Xiangcai securities" or "Target Corp") by Hunan's Huasheng Limited by Share Ltd (hereinafter referred to as "company" or "our company") in a non-public offering share, accounting for 0.9865% (hereinafter referred to as "the transaction").

After deliberation and approval of the provisional board meeting held by the company in July 1, 2019, the company signed an agreement on the purchase of assets with the company. Hassco shares the 0.9865% stake in Xiangcai securities held by the company by issuing shares. The estimated value of the 100% shares of Xiangcai securities under this transaction is 10 billion yuan -140 billion yuan. Accordingly, the total transaction price of Xiangcai securities held by our company is tentatively fixed at 98647895.72 yuan -138107054.01 yuan. According to the estimated value of the 100% shares of Xiangcai securities and the provisional exchange price range of the underlying assets, the number of shares issued by harako to the company is 20551664 -28772302 shares. The above items are detailed in the company's China Securities Daily, Shanghai Securities Journal and the company in July 2, 2019.

Announcement No. 2019-021 on the Shanghai stock exchange website.

The twenty-third meeting of the seventh board of directors, which was held by the company in December 30, 2019, was considered and approved. The company signed a supplementary agreement on the issue of shares to buy assets in December 30, 2019.

According to the valuation value of Xiangcai securities and the supplementary asset purchase agreement, the sale price of the shares held by the company is tentatively determined to be RMB 104935546.87 yuan, and the corresponding 21861572 shares of hakco will be acquired after the transaction is completed. The evaluation report of Xiangcai securities will be put on record by the State Grid Corporation of China. If the final assessment results are inconsistent with the results contained in the evaluation report, the two parties should sign further transaction supplementary agreements based on the final assessment results to determine transaction prices.

• the transaction did not constitute a related transaction; the transaction did not constitute a major asset reorganization.

This transaction has been examined and approved by the twenty-third session of the seventh board of directors of the company, and it is not necessary to submit the consideration to the shareholders' meeting of the company.

This transaction is subject to the approval of hagco shareholders' general meeting and the approval of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission").

1. Summary of transactions

1, harako intends to purchase 99.7273% of Xiangcai securities held by 16 shareholders of Xiangcai securities in the form of non-public offering shares.

After deliberation and approval by the company at the provisional board meeting held by the company in July 1, 2019, the company signed an agreement on the purchase of assets with the company. Hassco shares the 0.9865% stake in Xiangcai securities held by the company by issuing shares. The estimated value of the 100% shares of Xiangcai securities under this transaction is 10 billion yuan -140 billion yuan. Accordingly, the total transaction price of Xiangcai securities held by the company is tentatively fixed at 98647895.72 yuan.

-138107054.01 yuan, according to the estimated value of the 100% shares of Xiangcai securities and the provisional transaction price range of the underlying assets, the number of shares issued by HARCO to the company is 20551664 shares of -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. The above items are detailed in the company's Announcement No. 2019-021 on the Shanghai Securities Daily, the Securities Daily, the securities times and the Shanghai stock exchange website in July 2, 2019. After the seventh twenty-third session of the board of directors held by the company in December 30, 2019, the company signed a supplementary agreement with the company on December 30, 2019.

Two, the main contents of the supplementary agreement on the issue of shares to buy assets.

In view of the adjustment of its major asset reorganization plan, the company plans to revise and supplement the agreement on the purchase of assets of the issued shares according to the revised trading plan. In accordance with relevant laws and regulations and the relevant provisions of the China Securities Regulatory Commission, and through friendly consultations, in December 30, 2019, the company signed a supplementary agreement on the issue of shares to buy assets with hgako. The main contents are as follows:

1, underlying asset transaction price

(1) mutual consent, Xiangcai securities's audit / assessment benchmark date is determined as October 31, 2019. Referring to the evaluation report of the Harbin high tech (Group) Limited by Share Ltd, which was issued by the China Alliance Asset Assessment Group Co., Ltd. as the basis of the assessment date, the assets appraisal report of the Limited by Share Ltd equity appraisal project of Xiangcai securities was issued and agreed by the two sides. The company's 0.9865% stake in Target Corp was priced at 104935546.87 yuan.

(2) the two sides confirm and agree that the Target Corp evaluation report should be filed by the State Grid Corporation of China for the participation of Target Corp's state-owned shareholders in the reorganization. If the final assessment results are inconsistent with the results stated in the above evaluation reports, the two parties should sign further transaction supplementary agreements based on the final assessment results to determine transaction prices.

2. Number of shares issued

The two sides agree that according to the transaction price of the underlying assets and the pricing basis date and issuing price of the non-public offering shares stipulated by the original agreement, the number of the consideration shares issued by the company will be 21861572 shares (less than one share). The final number of shares issued will be subject to the approval of the China Securities Regulatory Commission.

3, impairment compensation

The period of this restructuring impairment test is the three accounting year after the implementation of the reorganization (subject to asset delivery to hacco).

(1) the two sides agree that hgako should hire an accounting firm with securities and futures business qualifications after the end of each fiscal year during the impairment test period. In accordance with relevant laws and regulations and the relevant regulatory opinions of the CSRC and the requirements for questions and answers, the company will conduct asset impairment tests on the underlying assets and issue special audit opinions.

(2) if there is any impairment of the underlying assets in the special audit opinion of any accounting year during the impairment test period, the company shall, in accordance with the following agreement, calculate the amount of compensation and make an annual compensation for the impairment.

The company should compensate the amount in the current period = the impairment of assets of the period. When the company has accumulated the amount of compensation in the period of the impairment test, the company shall give priority to the compensation of the shares when making the annual compensation. The quantity of each period of compensation shares is determined according to the following formula:

The company should compensate the amount of shares in the current period = the amount of compensation that the company should make in the current period. If the number of compensation shares calculated according to the above formula is less than 0, the shares that have been compensated will not be rushed back according to the value of 0.

During the period of impairment test, harkako applies the increase or stock dividend distribution, and the amount of the current compensation shares is adjusted accordingly, and the company shall return the allocated cash dividends obtained from the current number of compensation shares during the impairment test period to hakco.

According to the above agreement, the company's shares that need to be compensated in the current period should be repurchased and dealt with according to law according to the public disclosure of the impairment test report and the corresponding internal and external procedures.

If the consideration price of the company is not sufficient to compensate for the amount of the compensation shares it will undertake, the balance will be reimburse to the company by cash in the form of cash. The amount of the cash compensation shall be determined according to the following formula:

The company should compensate the amount of cash in the current period = the amount of compensation that the company should make in the current period. (the amount of shares that the company has compensated in the current period * the price of the HKG's consideration shares).

After calculating and determining the cash amount that the company needs to compensate for the current period, the company shall remit the amount of the compensation money to the designated account of hakco in the 10 trading days after the issuance of the special examination opinion on the current impairment test.

(3) in any event, the total amount of compensation made by the company based on the above impairment test shall not exceed the transaction price of the underlying assets.

The agreement between the above agreement and the attribution of profit and loss during the period from the base price to the date of delivery of the underlying asset will not affect each other.

4, others

This supplementary agreement shall be an integral part of the original agreement and shall have the same effect as the original agreement. If the supplementary agreement is stipulated in this supplementary agreement, it shall prevail in accordance with this supplementary agreement. If the supplementary agreement is not agreed upon, it shall prevail in accordance with the original agreement. This supplemental agreement is in force at the same time as the original agreement.

Three. The deliberation procedure for this transaction.

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

In 2 and December 30, 2019, the company held the twenty-third session of the seventh board of directors and deliberated and adopted the motion on signing the issue of shares with Harbin hi tech (Group) Limited by Share Ltd to purchase supplementary assets.

3, the transaction does not need to be submitted to the shareholders' meeting for consideration.

Four, this transaction risk warning

The relevant circumstances of the transaction can be seen in the relevant announcement of hakco.

The hassco stock company's holdings of Xiangcai securities are issued through the issuance of shares.

0.9865% of the shares still exist risks that can not be approved by HAC's internal related approval procedures, and there is still no risk of obtaining written approval from the approving body.

The company will make timely follow-up disclosure according to the progress of the transaction.

Four. Reference documents

1. Resolution of the twenty-third session of the seventh board of directors of Hunan Huasheng Limited by Share Ltd

2, evaluation report

Notice hereby.

Hunan Huasheng Limited by Share Ltd board of directors

December 31, 2019