Shenyang Machine Tool Co., Ltd

Shenyang Machine Tool Co., Ltd.

Shenyang Machine Tool Co., Ltd.

China Securities Journal

securities code: 000410 securities abbreviation: Shenyang Machine Tool Announcement No.:

Shenyang Machine Tool Co., Ltd.

announcement on the reply letter to the relevant note letter of Shenzhen Stock Exchange

the company and the members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, without false records Misleading statements or material omissions

Shenzhen Stock Exchange issued the "letter of concern about Shenyang Machine Tool Co., Ltd." [2019] No. 2 (hereinafter referred to as "the letter of concern") on January 4, 2019. For the relevant issues concerned in the "letter of concern", The board of directors of Shenyang Machine Tool Co., Ltd. (hereinafter referred to as "the company") now replies to the relevant matters as follows:

the controlling shareholder of the company, Shenyang Machine Tool (Group) Co., Ltd. (hereinafter referred to as "Shenyang Machine Tool Group"), issued the letter of commitment on June 2, 2017, and the company disclosed the announcement on the letter of commitment issued by the controlling shareholder to inject i5 related assets into the listed company on June 3. After the controlling shareholder made the commitment, the company has been paying attention to the performance of its commitment. Especially since 2018, the company has repeatedly reminded the controlling shareholders to urge them to fulfill their commitments as soon as possible. After receiving the letter of concern from Shenzhen Stock Exchange, the company immediately sent a letter to the controlling shareholder for inquiry, and Shenyang Machinery Group replied to the "explanatory letter on continuing to fulfill the commitment of i5 related asset injection", The specific contents are as follows:

"the controlling shareholder of Shenyang Machine Tool Co., Ltd. (hereinafter referred to as' company ',' listed company 'or' Shenyang Machine Tool ') Shenyang Machine Tool (Group) Co., Ltd. (hereinafter referred to as' Shenyang Machine Tool Group') issued the letter of commitment on June 2, 2017 The main contents are as follows:

'i5 intelligent numerical control system is a new generation of machine tool numerical control system independently developed by Shenyang machine tool group. At present, the supporting i5 intelligent numerical control system required by Shenyang machine tool to produce i5 intelligent machine tool is purchased from a subsidiary of Shenyang machine tool group

the follow-up business of Shenyang machine tool will be carried out closely around the core product i5 intelligent machine tool. In order to ensure the integrity of the relevant technology of Shenyang Machine Tool i5 intelligent machine tool, Shenyang Machine Group plans to inject all relevant technologies, intellectual property rights, product assembly lines, R & D and production personnel of i5 in the field of machine tools into Shenyang machine tool. Shenyang Machinery Group retains the continuous research and development function of i5 general technology

i5 general technology mainly includes mechanical motion control technology, data bus transmission technology, etc. there are three cases where the pointer of these technologies moves too slowly: it belongs to the basic operation rules of the mechanical and electronic industry. On the one hand, it is not limited to the specific application scope. It can not only be used for i5 intelligent machine tools, but also be widely used in the subsequent industrial and automated production lines and other businesses to be carried out by Shenyang Machinery Group; On the other hand, there is no specific product corresponding, and the relevant expenditure mainly belongs to the technical research stage rather than the product development stage. There is great uncertainty about whether the R & D expenditure can recover the cost. Therefore, the R & D functions related to i5 general technology are not suitable for injection into listed companies for the time being

subsequently, Shenyang Machine Tool Group will sort out and restructure the relevant R & D and production institutions of its subordinate i5 in the field of machine tools, centralize the relevant assets and businesses to be injected into the company, and Shenyang machine tool will purchase assets in cash or by issuing shares before the end of 2018. "

on November 23, 2017, the 22nd Meeting of the state owned enterprise reform leading group of the State Council decided to list Shenyang Machine Tool Plant as a pilot for the comprehensive reform of state-owned enterprises. On November 23, 2017, eight ministries and commissions jointly issued the comprehensive reform plan of Shenyang Machine Tool Plant, formulating ten reform measures and nine policy supports. With the strong support of eight ministries and commissions including the state owned assets supervision and Administration Commission of the State Council, Shenyang Machinery Group has comprehensively promoted various reforms, including the 10 billion yuan market-oriented debt to equity swap project with China Construction Bank (hereinafter referred to as "China Construction Bank")

in order to implement the comprehensive reform plan of eight national ministries and commissions, according to the debt to equity swap plan with China Construction Bank, Shenyang Machine Tool (Group) design and Research Institute Co., Ltd. and Shenyang Machine (Shanghai) intelligent system research and development design Co., Ltd. are the enterprise entities of i5 related assets, and Shenyang Machine Group promises to inject i5 related assets into listed companies, By means of equity transfer, capital increase and share expansion, Shenyang Jiansheng equity investment fund partnership (limited company) (hereinafter referred to as "Jiansheng fund") - the investment funds of Shenyang Gas Group Co., Ltd. (hereinafter referred to as "Shenyang Gas") and Shenyang Shengjing Asset Management Group Co., Ltd. (hereinafter referred to as "Shengjing assets") established by Yinhe Jinhui, Jianxin investment, etc

"paragraph 2 of Article 1 of the partnership equity transfer agreement of the 'debt to equity' series of related agreements stipulates that" if the equity of the subject company held by the partnership fails to withdraw completely within three years of the establishment of the partnership, or the listed company purchases and completes the settlement by issuing shares to purchase assets, Galaxy Jinhui has the right to send a notice to Shenyang Machinery Group from the date of the establishment of the partnership for three years, Shenji group is required to pay the advance price to Yinhe Jinhui according to the following payment time and amount, and the specific payment time and amount shall be subject to the notice issued by Yinhe Jinhui. "

paragraph 4 of Article 6 of the capital increase agreement on Shenji (Shanghai) intelligent system R & D and Design Co., Ltd. of the 'debt for equity' series of related agreements stipulates that 'Shenji group and the target company undertake to make every effort to promote the target company to complete the A-share listing within three years from the date of this capital increase, or all the equity held by the fund is acquired by the company that has been listed in A-share by issuing shares'

in conclusion, according to the agreement on debt for equity swap, the remaining shareholders of Jiansheng fund, Shenyang Gas and Shengjing assets of the above i5 related assets will exit by injecting assets into listed companies before 2020. Shenji group's commitment on i5 related asset injection will continue to be fulfilled, and the above i5 related assets will be injected into listed companies at an appropriate time by the end of 2020. "

it is hereby announced

board of directors of Shenyang Machine Tool Co., Ltd.

January 11, 2019

securities code: 000410 securities abbreviation: Shenyang Machine Tool Announcement No.:

announcement of the resolution of the 23rd Meeting of the eighth board of directors of Shenyang Machine Tool Co., Ltd.

the company and the members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, without false records Misleading statements or material omissions

I. convening of the board meeting

1 The notice of this board meeting was sent by email on January 4th, 2019

2. The board of directors was held by means of communication on January 11, 2019

3. There were 7 directors who should attend the board meeting, and 7 actually attended

4. The board of directors was presided over by Mr. Zhao Biao, chairman. Some supervisors and senior executives of the company attended the board of directors as nonvoting delegates

5. The meeting of the board of directors was held in accordance with the relevant provisions of the company law of the people's Republic of China and the articles of association

II. The meeting considered and passed the following proposals:

1 The specific contents of the proposal on changing the letter of commitment of controlling shareholders are detailed in the announcement issued by cninfo () on the same day

as this proposal involves connected transactions, Mr. Zhao Biao, Mr. Che Xinjia and Mr. Sun Chunjun, the connected directors, avoided voting on this proposal, and the other four non connected Directors voted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation

voting result: 4 affirmative votes; No negative vote; 0 abstention

2 The specific contents of the proposal on increasing the proposal of the company's first extraordinary general meeting in 2019 are detailed in the announcement issued by cninfo () on the same day

voting results: 7 in favor, 0 against and 0 abstention

it is hereby announced

board of directors of Shenyang Machine Tool Co., Ltd.

January 11, 2019

Stock Code: 000410 stock abbreviation: Shenyang Machine Tool Announcement No.:

announcement of resolutions of the 11th meeting of the eighth board of supervisors of Shenyang Machine Tool Co., Ltd.

the company and all members of its board of supervisors guarantee the authenticity, accuracy and completeness of the information disclosed, There are no false records, misleading statements or major omissions

I. convening of the meeting of the board of supervisors

1 The notice of the 11th meeting of the 8th board of supervisors of Shenyang Machine Tool Co., Ltd. was sent to all supervisors by fax or email on January 4, 2019

2. The board of supervisors was held in the form of communication on January 11, 2019

3. Five supervisors should be present at this meeting, and five supervisors actually attended

4. This meeting was presided over by Mr. Li Wenhua

5. The meeting of the board of supervisors was held in accordance with the relevant provisions of the company law of the people's Republic of China and the articles of association

II. Deliberation of the meeting of the board of supervisors

proposal on changing the letter of commitment of the controlling shareholder

the board of supervisors of the company believes that the proposal on changing the letter of commitment of Shenyang Machine Tool (Group) Co., Ltd., the controlling shareholder of the company, is legal and compliant, conforms to the interests of the company and all shareholders, and will not damage the interests of non affiliated shareholders, This matter complies with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 4 - commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies and the articles of association. When the board of directors of the company considered this proposal, the related directors avoided voting on this matter

this proposal involves related party transactions, and related supervisors Li Wenhua, Li Jiao and Yang Xinwei avoided voting

voting results: 2 in favor, 0 against, 0 abstention

after the related supervisors avoided voting, the number of non related supervisors was less than 50% of the number of supervisors, and the board of supervisors could not form a resolution on the proposal, so the proposal was submitted to the general meeting of shareholders of the company for consideration

III. The document for future reference, resolution of the 11th meeting of the 8th board of supervisors, is hereby announced

board of supervisors of Shenyang Machine Tool Co., Ltd.

January 11, 2019

Stock Code: 000410 stock abbreviation: Shenyang Machine Tool Announcement No.:

announcement on change of commitment of controlling shareholders

the company and the members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions

on January 11, 2019, Shenyang Machine Tool Co., Ltd. (hereinafter referred to as "the company" or "Shenyang machine tool") held the 23rd Meeting of the 8th board of directors to consider and adopt the proposal on the change of commitment letter of controlling shareholders. Now the change commitment is explained as follows:

I. overview of the original commitment

Shenyang Machine Tool Co., Ltd. (hereinafter referred to as "the company") Jin Chengli graduated from Southwest University of science and technology in Mianyang, Sichuan Province, and the controlling shareholder of "Shenyang Machine Tool (Group) Co., Ltd. (hereinafter referred to as" Shenyang Machine Tool Group ") issued a" letter of commitment "on June 2, 2017. See the announcement for details

II. Performance of original commitments

on November 23, 2017, the 22nd Meeting of the state owned enterprise reform leading group of the State Council decided to list Shenyang Machine Tool Plant as state-owned