Shenzhen Soling Industrial Co.Ltd(002766)
Detailed equity change report
Name of listed company: Shenzhen Soling Industrial Co.Ltd(002766) Stock listing place: Shenzhen Stock Exchange Stock abbreviation: * ST soling Stock Code: 002766 information disclosure obligor: Zhongshan lexing Enterprise Management Consulting Co., Ltd. address: third floor, office building of Zhongshan Jianhua pipe pile Co., Ltd., No. 1, Ji Dong Yi Fu'an Road, Xiaolan Town, Zhongshan City mailing address: third floor, office building of Zhongshan Jianhua pipe pile Co., Ltd., No. 1, Ji Dong Yi Fu'an Road, Xiaolan Town, Zhongshan City Shenzhen Qianhai Xinhao Investment Co., Ltd
Address: a305, 3rd floor, port building, maritime center, No. 59, Linhai Avenue, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Mailing address: a305, 3rd floor, port building, shipping center, No. 59 Linhai Avenue, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen. Acting in concert: Tanghe Holding Co., Ltd. address: 1405, No. 91, qinlang Road, Hengqin new area, Zhuhai. Mailing address: 1405, No. 91, qinlang Road, Hengqin new area, Zhuhai. Acting in concert: Jianhua building materials (China) Address of the company: Yanjiang Development Zone, Xiashu Town, Jurong City
Mailing address: Yanjiang Development Zone, Xiashu Town, Jurong City concerted action person: Wang Gang address: No. 26, Shakou Road, Xiaolan Town, Zhongshan City, Guangdong Province mailing address: No. 26, Shakou Road, Xiaolan Town, Zhongshan City, Guangdong province share change nature: share increase
Signed on: January 28, 2022
Statement
I This report is in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by public securities companies No. 15 - Report on changes in equity, and the standards for the content and format of information disclosure by public securities companies No. 16 - Report on the acquisition of listed companies And other relevant laws, regulations and normative documents.
2、 In accordance with the provisions of the securities law of the people's Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the changes in the shares in which the information disclosure obligor and its persons acting in concert have interests in Shenzhen Soling Industrial Co.Ltd(002766) (hereinafter referred to as "* St soling");
As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor and its persons acting in concert have not increased or reduced their shares in * ST soling in any other way.
3、 The information disclosure obligor and its persons acting in concert have obtained necessary authorization and approval for signing this report, and their performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor and its persons acting in concert.
4、 This equity change did not trigger the obligation of tender offer.
5、 This equity change is based on the information stated in this report. Except for the information disclosure obligor and its persons acting in concert and the professional institutions hired, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor and its persons acting in concert promise that there are no false records, misleading statements or major omissions in this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Declare that 3 catalog 4 interpretation Section 1 Introduction to information disclosure obligors and persons acting in concert Section 2 purpose and approval procedure of this equity change 40 section 3 method of equity change Section IV capital source of this equity change 46 Section V follow up plan Section 6 Analysis of the impact of this equity change on listed companies Section 7 major transactions with listed companies 52 trading of listed shares in the first six months of section 8 Section 9 financial information of information disclosure obligors and persons acting in concert Section 10 other major matters 72 section Xi documents for future reference 73 the disclosure obligor declares that 75. The person acting in concert declares that 76. The person acting in concert declares that 77. Statement of persons acting in concert 78. The person acting in concert declares that 79 financial advisor statement 80. Attached table of detailed equity change report eighty-one
interpretation
Unless the context otherwise requires, the following abbreviations have the following meanings in this report:
The information disclosure obligor refers to Zhongshan lexing Enterprise Management Consulting Co., Ltd
Persons acting in concert refer to Shenzhen Qianhai Xinhao Investment Co., Ltd., Tanghe Holding Co., Ltd., Jianhua building materials (China) Co., Ltd. and Wang Gang
Listed company, * ST soling refers to Shenzhen Soling Industrial Co.Ltd(002766)
Zhongshan lexing refers to Zhongshan lexing Enterprise Management Consulting Co., Ltd
Qianhai Xinhao refers to Shenzhen Qianhai Xinhao Investment Co., Ltd
Tanghe holding and restructuring investment refer to Tanghe Holding Co., Ltd
people
Jianhua building materials refers to Jianhua building materials (China) Co., Ltd
Reorganization plan refers to the Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan
In order to implement the reorganization plan, Zhongshan lexing and its concerted action obtained the equity change in the conversion of the capital reserve of the listed company into share capital by means of debt repayment with shares and cash contribution, which refers to the behavior of 154116287 shares. After the equity change is completed, Zhongshan lexing and its persons acting in concert held a total of 216289897 shares of the listed company, accounting for 25.64% of the total share capital of the listed company.
Reorganization manager refers to Beijing Jindu (Shenzhen) law firm
Restructuring investment agreement refers to the restructuring investment agreement on Shenzhen soling Industrial Co., Ltd. signed by restructuring investor Tang He holding and restructuring manager
This report refers to the Shenzhen Soling Industrial Co.Ltd(002766) detailed equity change report
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange / this report refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public - Report on changes in equity
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note: due to rounding, there may be a tail difference between the sum of sub items and the total items in this report.
Section I Introduction to information disclosure obligors and persons acting in concert
1、 Basic information of information disclosure obligor Zhongshan lexing (I) basic information
Enterprise name: Zhongshan lexing Enterprise Management Consulting Co., Ltd
Former name none
Enterprise type: limited liability company (sole proprietorship of legal person from Hong Kong, Macao and Taiwan)
Legal representative: Wang Gang
The registered capital is 50 million yuan
Registered address: 3rd floor, office building of Zhongshan Jianhua pipe pile Co., Ltd., No. 1, Fu'an Road, Jidong, Xiaolan Town, Zhongshan City
Unified social credit code 91442000ma4wl0b409
Business term: May 23, 2017 to May 23, 2037
General items: enterprise management consulting; Financial consultation; Marketing planning; Import and export of goods; Technology import and export; Sales of reinforcement products for construction; Sales of metal materials; Sales of metal products; Sales of building materials; Sales of special chemical products (excluding hazardous chemicals); Material handling equipment sales; Sales of mining machinery; Sales of mechanical equipment; Sales of mechanical parts and components; Business scope: auto parts retail; Sales of office supplies; Sales of electronic products; Sales of rubber products; Sales of labor protection articles; Sales of daily necessities; General mechanical equipment installation services; Sales of special equipment; Construction machinery and equipment leasing. (except for the items subject to approval according to law, carry out business activities independently according to law with the business license) (the above business scope involves: import and export of goods or technologies (except the import and export of goods and Technologies Prohibited by the state or involving administrative approval). (the above items do not involve special administrative measures for foreign investment access).
Major shareholder: lexing Group Co., Ltd
Mailing address: 3rd floor, office building of Zhongshan Jianhua pipe pile Co., Ltd., No. 1, Fu'an Road, Jidong, Xiaolan Town, Zhongshan City
(II) equity and control relationship
As of the signing date of this report, the equity structure of Zhongshan lexing is shown in the figure below:
Lexing Group Co., Ltd. (hereinafter referred to as "lexing group") holds 100% equity of Zhongshan lexing and is the controlling shareholder of Zhongshan lexing. Xu Peifeng holds 100% equity of lexing group and is the actual controller of Zhongshan lexing. Mr. Xu Peifeng's basic information is as follows:
Name: Xu Peifeng
Gender male
Nationality China
Hong Kong permanent resident status p12 * * * * (1)
Certificate number
Mailing address: Zhongshan City, Guangdong Province************
Have you obtained the right of permanent residence in other countries or Hong Kong
Right of abode in the region (III) main core enterprises under control
As of the signing date of this report, in addition to holding * ST soling shares, Zhongshan lexing's main holding subsidiaries are as follows:
Company name registered place shareholding ratio registered capital business scope
R & D and sales of building materials of Jiangsu Lexin technology; Enterprise Management Consulting Co., Ltd. Jurong 100.00% 20 million yuan service. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(IV) other major enterprises invested by controlling shareholders and actual controllers
As of the signing date of this report, except for Zhongshan lexing, lexing group, the controlling shareholder of Zhongshan lexing, does not control other major enterprises.
As of the signing date of this report, in addition to Zhongshan lexing, other major enterprises controlled by Xu Peifeng, the actual controller of Zhongshan lexing are as follows:
Company name registered place shareholding ratio registered capital business scope
Lexing group has 100% 10000 shares invested in Hong Kong
Limited company
Production of steel bars, cement products, cement poles and their iron accessories and concrete structural members for prestressed concrete, and provide corresponding after-sales technical services to Jianhua building materials; Provide cement products, cement poles and their (China) 87.18% Jurong US $57.35 million iron accessories and concrete prefabricated components production technology consulting Co., Ltd
