Futron Precision: Announcement on the freezing of part of the shares of the largest shareholder held by the actual controller (download announcement)
DATE:  Jun 21 2024

Securities code: 688409 Securities abbreviation: Fuchuang Precision Announcement No.: 2024-042

Shenyang Fuchuang Precision Equipment Co., Ltd. on the part of the equity of the largest shareholder held by the actual controller

Frozen announcement

the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.

Important Note:

As of the disclosure date of this announcement, Mr. Zheng Guangwen, the actual controller of Shenyang Fuchuang Precision Equipment Co., Ltd. (hereinafter referred to as the "Company"), controls a total of 100 of Shenyang Advanced, and Shenyang Advanced holds 35.3495 million shares of the company, accounting for the company's total share capital. 16.91%. The capital contribution of 8.3117 million yuan of Shenyang Advanced Manufacturing Technology Industry Co., Ltd. (hereinafter referred to as "Shenyang Advanced") held by Mr. Zheng Guangwen has been frozen, and the number of shares of the company indirectly corresponding to 16.7901 million shares, accounting for 8.03 of the total share capital of the company.

As of the disclosure date of this announcement, the 8.4 million yuan contribution of Shenyang Advanced, the largest shareholder of the company held by Mr. Zheng Guangwen, has been pledged, and the number of shares of the company indirectly corresponds to 16.9684 million shares, accounting for 8.11 of the company's total share capital.

Mr. Zheng Guangwen controls the company through Shenyang Advanced and Employee Stock Ownership Platform, Direct Stock Ownership, etc.

25.52% of the shares, such as Mr. Zheng guangwen's frozen capital contribution of Shenyang advanced 8.3117 million yuan is executed separately or the pledged capital contribution of 8.4 million yuan is exercised separately by the pledgee, Mr. Zheng guangwen can still control more than 50% of the shares of Shenyang advanced and continue to control the listed companies directly held by Shenyang advanced

16.91% equity is still the largest shareholder in the company's controlling equity ratio; but in extreme cases, if the relevant equity is fully executed by the judicial authority and the pledgee fully exercises the pledge, and if the actual controller Mr. Zheng Guangwen does not increase his holdings or act in concert with other shareholders to enhance the company's control rights and other further measures, the equity ratio of the listed company that can be controlled by Mr. Zheng Guangwen, the actual controller of the company, will be lower than that of the second largest shareholder Taizhou Xiangpu Venture Capital Fund Partnership (Limited Partnership) and the third largest shareholder SDIC (Shanghai) Venture Capital Fund Enterprise (Limited Partnership), there is a risk of changing the actual controller of the company.

the freezing of Shenyang advanced equity held by Mr. Zheng guangwen, the actual controller of the 1., the company recently received a notice from Mr. Zheng guangwen, the actual controller, that Mr. Zheng guangwen learned by telephone that his direct holding of Shenyang advanced equity was frozen. the reason for the freezing was that the Beijing municipal supervisory Committee requested assistance in investigating a certain matter. The company learned through public channels such as the National Credit Information Publicity System that the capital contribution of Shenyang Advanced 8.3117 million yuan, the company's largest shareholder directly held by Mr. Zheng Guangwen, was frozen by the Beijing Municipal Supervision Commission (Beijing Supervision Frozen (2024) No. 130003). The period is from June 6, 2024 to June 6, 2025. Mr. Zheng Guangwen's frozen 8.3117 million yuan contribution of Shenyang Advanced accounts for 47.50 of Shenyang Advanced's total registered capital, indirectly corresponding to 16.7901 million shares of the company, accounting for the proportion of the company's total share capital

8.03 percent.

Other Restrictions on Shenyang Advanced Equity Held by Mr. Zheng Guangwen, the actual controller of the 2.. In addition to the above-mentioned freezing matters, as of June 20, 2024, the company learned from Mr. Zheng Guangwen's explanation, relevant agreements and other documents provided and public information inquiry system that the Shenyang Advanced Equity directly held by Mr. Zheng Guangwen was pledged, and the pledgee was Huaneng Guicheng Trust Co., Ltd. (hereinafter referred to as "Huaneng Guicheng"), the pledge involves a total loan amount of 0.3 billion yuan, and the corresponding funds are used for equity repurchase, foreign investment and foreign loans of Beijing Yisheng Precision Semiconductor Co., Ltd. in order to enhance the controlling interest, as follows:

(1) Pledge specific information

Unit: ten thousand yuan

Pledgor Pledged Subject Enterprise Pledgee Pledged Capital Contribution Pledge Financing Status
Loan maturity Total loan amount Borrower Lender Use of Funds
Zheng Guangwen Shenyang Advanced Huaneng Guicheng 525.00 Mar 2025/september 2025 20,000 Zheng Guangwen Huaneng Guicheng Beijing Yisheng Precision Semiconductor Co., Ltd. share repurchase
52.50

Pledgor Pledged Subject Enterprise Pledgee Pledged Capital Contribution Pledge Financing Status
Loan maturity Total loan amount Borrower Lender Use of Funds
262.50 Oct 2024/Dec 2024 10,000 Shenyang Advanced Foreign Investment and Foreign Borrowing

note: $110 million of the $200 million loan expires in March 2025 and $90 million expires in September 2025; $50 million of the $100 million loan expires in October 2024 and $50 million expires in December 2024.

according to the relevant agreement between Mr. Zheng Guangwen, the actual controller of the company, and the pledgee, if the pledged shares are frozen by government agencies, the pledgee has the right to require Mr. Zheng Guangwen, the actual controller of the company, to repay in advance, which does not rule out the risk that the pledged shares held by Mr. Zheng Guangwen, the actual controller of the company, will be exercised by the pledgee.

(2) Potential sources of repayment

Potential repayment sources Details
dividends 1) core source micro is expected to pay about 2.9 million yuan to Shenyang advanced in the third quarter of 2024; 2) Fuchuang Precision is expected to pay a total dividend of about 2,200 to Shenyang Advanced and Zheng Guangwen in the third quarter of 2024.0 yuan 3) The total dividend is about 25 million yuan
shares of listed companies 1) 14.5303 million shares of Core Source Micro (688037.SH) held by Shenyang Advanced, corresponding to the market value of 1.509 billion yuan as of June 20, 2024 2) The shares of the company controlled by Mr. Zheng Guangwen, in view of the limited sale period, not as repayment source
external loan 1) Shenyang Advanced borrowed 50 million yuan from Sino-German (Shenyang) Technology Venture Capital Co., Ltd; 2) Shenyang Advanced borrowed 5 million yuan from Xiamen Lide Power Technology Co., Ltd.

foreign investment 1) Beijing yisheng precision semiconductor co., ltd. held by Zheng guangwen and Shenyang advanced respectively contributed 97.1667 million yuan and 20 million yuan, accounting for 82.04 of the total registered capital; 2) Shenyang advanced held Xiamen lide power technology co., ltd. contributed 13.5 million yuan, accounting for 29.72 of the total registered capital; 3) Shenyang Advanced holds Liaoning Shengjing Yingcai Development Venture Capital Fund Partnership (Limited Partnership) with a capital contribution of 203 million yuan, accounting for 33.83 of the total registered capital;

the capital contribution of Shenyang advanced 8.4 million yuan pledged by Mr. Zheng guangwen accounts for the total registered capital of Shenyang advanced

48.00 per cent, indirectly corresponding to 16.9684 million shares of the company, corresponding to 8.11 per cent of the total share capital of the company. As of the disclosure date of this announcement, there is no other form of equity restriction in Shenyang Advanced held by Mr. Zheng Guangwen, except for the above-mentioned equity freeze and pledge. To sum up, as of the disclosure date of this announcement, if the frozen Shenyang Advanced 8.3117 million yuan capital contribution held by Mr. Zheng Guangwen is separately executed or the pledged 8.4 million yuan capital contribution held by Mr. Zheng Guangwen is separately exercised by the pledgee, Mr. Zheng Guangwen can still control more than 50% of Shenyang Advanced's equity and continue to control 16.91 of the listed company directly held by Shenyang Advanced, and is still the company's largest shareholder in controlling the equity ratio; however, in extreme cases, if the relevant shares are fully executed by the judiciary and the pledgee fully exercises the pledge, and if the actual controller, Mr. Zheng Guangwen, does not increase his holdings or acts in concert with other shareholders, such as further measures to enhance the control of the company, the equity ratio of the listed company that can be controlled by Mr. Zheng Guangwen, the actual controller of the company, will be lower than that of the second largest shareholder Taizhou Xiangpu Venture Capital Fund Partnership (Limited Partnership) and the third largest shareholder SDIC (Shanghai) Venture Capital Fund Enterprise (Limited Partnership), there is a risk of changing the actual controller of the company.

the specific impact of the 3. equity freeze on the company's production and operation, corporate governance, etc.

1. The freezing of Shenyang advanced shares held by Mr. Zheng Guangwen and other equity pledge matters have nothing to do with the company's production and operation and corporate governance. Mr. Zheng Guangwen is currently participating in the company's production and operation and performing the duties of chairman and general manager;

2. Shenyang Advanced is the holding platform for Mr. Zheng Guangwen, the actual controller, to invest in the semiconductor industry. The company and Shenyang Advanced are independent in terms of assets, personnel, finance, institutions, business, and capital;

3. As of the disclosure date of this announcement, Shenyang Advanced has no record of overdue debts or default, nor does it have any non-operating capital occupation, illegal guarantees, etc. that infringe on the company's interests;

4. In response to the above-mentioned equity matters, Mr. Zheng Guangwen is actively negotiating with the Beijing Municipal Commission of Supervision, Huaneng Guicheng and other relevant parties to strive for the early lifting of the freeze on some of his shares in Shenyang Advanced, while ensuring the normal performance of some of his shares in Shenyang Advanced Pledged.

To sum up, as of the disclosure date of this announcement, the actual controller of the company, Mr. Zheng Guangwen, as the chairman and general manager of the company, has not been restricted in performing his duties. The freezing and pledge of Shenyang advanced equity has nothing to do with the company's production and operation and corporate governance, and has no significant adverse impact on the company's production and operation and corporate governance, there are no other undisclosed matters that should be disclosed.

Measures to be taken by the 4. in response to the share freeze

In the next step, the company will pay close attention to and actively urge Mr. Zheng Guangwen and Shenyang Advanced to negotiate with relevant parties to handle equity freezing and pledge matters, and perform information disclosure obligations in accordance with laws and regulations, and strive to reduce the impact of the above equity freezing on the company and fully protect the company And the interests of small and medium investors.

5. recommendation

After verification, the sponsor believes that:

1. As of the disclosure date of this announcement, the capital contribution of Shenyang Advanced 8.3117 million yuan (corresponding to 8.03 of the company's shareholding) held by Mr. Zheng Guangwen, the actual controller of the company, has been frozen by the Beijing Municipal Supervision Commission on a matter under investigation. The situation is true. Mr. Zheng Guangwen, the actual controller of the company, promised to inform listed companies and continuous supervision agencies of the progress of relevant matters in a timely manner while meeting the regulatory requirements, fulfill the obligation of information disclosure according to regulations;

2. as of the disclosure date of this announcement, the capital contribution of 8.4 million yuan (corresponding to 8.11 of the company's shareholding ratio) held by Mr. Zheng Guangwen, the actual controller of the company, has been pledged, and the corresponding funds are pledged for equity repurchase, foreign investment and borrowing of enterprises under his personal control. According to the relevant agreement between Mr. Zheng Guangwen, the actual controller of the company, and the pledgee, if the pledged shares are frozen by government agencies, the pledgee has the right to require Mr. Zheng Guangwen, the actual controller of the company, to repay in advance, which does not rule out the risk that the pledged shares held by Mr. Zheng Guangwen, the actual controller of the company, will be exercised by the pledgee. According to interviews, relevant draft documents and public information inquiries, the company's actual controller, Mr. Zheng Guangwen, has a full source of repayment. As of the disclosure date of this announcement, Shenyang Advanced, in addition to the above-mentioned equity freeze and pledge matters, there is no other form of equity restrictions;

3. as of the disclosure date of this announcement, if the frozen Shenyang advanced 8.3117 million yuan capital contribution held by Mr. Zheng guangwen is separately executed or the pledged 8.4 million yuan capital contribution held by Mr. Zheng guangwen is separately exercised by the pledgee, Zheng

Mr. Guang Wen can still control more than 50% of the equity of Shenyang Advanced and then continue to control 16.91 of the equity of the listed company directly held by Shenyang Advanced, and is still the largest shareholder of the company's controlling equity ratio; but in extreme cases, if the relevant equity is fully executed by the judicial authority and the pledge is fully exercised by the pledgee, and if the actual controller Mr. Zheng Guangwen does not increase his holdings or act in concert with other shareholders to enhance the company's control and other further measures, the company's actual controller Mr. Zheng Guangwen can control the proportion of listed company equity will be lower than the second largest shareholder Taizhou Xiangpu venture capital fund partnership (limited partnership) and the third largest shareholder SDIC (Shanghai) scientific and technological achievements transformation venture capital fund enterprise (limited partnership), there is a risk of a change in the company's actual controller;

4. As of the disclosure date of this announcement, Mr. Zheng Guangwen, the actual controller of the company, as the chairman and general manager of the company, has not been restricted in performing his duties. The freezing and pledge of Shenyang advanced equity has nothing to do with the company's production and operation and corporate governance, and has no significant adverse impact on the company's production and operation and corporate governance. According to the interview with Mr. Zheng Guangwen, the actual controller, and the company's self-examination, there are no other undisclosed matters that should be disclosed;

5. Mr. Zheng Guangwen, the actual controller of the company, and the company have promptly notified the regulatory authorities and the continuous supervision agency after learning about the relevant matters, and fulfilled the information disclosure obligation in accordance with the law. The follow-up continuous supervision agency will continue to pay attention to the progress of the above equity matters, Urge the company to follow up the progress of the matter and fulfill the information disclosure obligation in a timely manner.

6. other matters

Zheng Guangwen, the actual controller of the company, as the chairman and general manager of the company, has not been restricted in performing his duties. The freezing and pledge of Shenyang advanced equity has nothing to do with the company's production and operation and corporate governance, and has no impact on the company's production, operation and corporate governance. According to the actual controller's instructions and the company's self-examination, there are no other undisclosed matters that should be disclosed. Please the majority of investors cautious decision-making, pay attention to investment risk.

It is hereby announced.

Board of Directors of Shenyang Fuchuang Precision Equipment Co., Ltd.

22 June 2024

Attachment: Original Announcement

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