Stock abbreviation: Nanjing Central Emporium (Group) Stocks Co.Ltd(600280) Stock Code: 600280 No.: Pro 2022 — 002
Nanjing Nanjing Central Emporium (Group) Stocks Co.Ltd(600280) (Group) Co., Ltd
Announcement on the progress of the second largest shareholder and its shareholder reorganization
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Nanjing Nanjing Central Emporium (Group) Stocks Co.Ltd(600280) (Group) Co., Ltd. (hereinafter referred to as the “company”) learned on January 29, 2022 that the Nanjing Intermediate People’s Court of Jiangsu Province (hereinafter referred to as the “Nanjing Intermediate People’s court”) issued a civil ruling to approve the reorganization plan and terminate the substantive merger and reorganization procedures of 44 companies including Nanjing Yurun Food Co., Ltd. The relevant information is hereby announced as follows:
1、 Overview of the second largest shareholder of the company and its shareholder reorganization
1. On October 30, 2020, the company received the notification letter from Jiangsu Dihua Industry Group Co., Ltd. (hereinafter referred to as “Dihua industry”), the second largest shareholder. It said that Dihua industry recently received a notice from Nanjing Intermediate People’s court, and the creditors of Dihua industry applied to Nanjing Intermediate People’s court for reorganization of Dihua industry; Dihua industry received the notice from the shareholder Yurun Holding Group Co., Ltd. (hereinafter referred to as “Yurun holding”), which holds 40% of its equity. In view of the liquidity problems faced by Yurun holding, Yurun holding applied for reorganization to Nanjing Intermediate People’s court and received the notice from Nanjing Intermediate People’s court in order to properly solve the debt and protect the interests of creditors.
2. On November 16, 2020, Dihua industry and Yurun holdings respectively received the civil ruling of Nanjing Intermediate People’s court, which ruled to accept the reorganization application of Dihua industry by the creditors of Dihua industry; Ruling to accept the reorganization application of Yurun holdings.
3. On December 30, 2020, Dihua industry and Yurun holding held the first creditors’ meeting.
4. On February 22, 2021, the manager of Yurun holdings submitted an application to Nanjing Intermediate People’s court, saying that Yurun holdings and 77 companies such as Dihua industry are highly related and have a highly mixed legal personality, which is necessary and feasible for merger and reorganization. Nanjing Intermediate People’s court applied for a ruling to merge 77 companies such as Dihua industry into the reorganization case of Yurun holdings for reorganization.
5. On April 30, 2021, Dihua industry received the civil ruling issued by Nanjing Intermediate People’s court. Nanjing Intermediate People’s court ruled that 77 companies such as Dihua industry were merged into the reorganization case of Yurun holdings and reorganized together, and 77 companies such as Yurun holdings and Dihua industry were substantially merged and reorganized.
6. On June 23, 2021, the first creditors’ meeting of 78 companies including Yurun holdings was held.
Stock abbreviation: Nanjing Central Emporium (Group) Stocks Co.Ltd(600280) Stock Code: 600280 No.: Pro 2022 — 002
7. On November 29, 2021, the second creditors’ meeting of merger and reorganization was held.
2、 Reorganization ruling
1. On December 31, 2021, the people’s Court of the people’s Republic of China approved the reorganization of 78 holding companies of Yurun Group Co., Ltd. according to the provisions of Article 86 of the reorganization plan of the people’s Republic of China, and decided to terminate the merger of 78 holding companies of Yurun Group Co., Ltd. in accordance with the provisions of the people’s Court of the people’s Republic of China.
2. On January 28, 2022, Nanjing Intermediate People’s court ruled to approve the reorganization plan and terminate the substantive merger and reorganization procedures of 44 companies including Nanjing Yurun Food Co., Ltd. in accordance with the second paragraph of Article 86 of the enterprise bankruptcy law of the people’s Republic of China.
3、 Impact on the company and risk tips
The shares of Nanjing Central Emporium (Group) Stocks Co.Ltd(600280) company directly or indirectly held by the actual controller and Dihua industry will guarantee the implementation of the reorganization plan. For a total of 56.51% Nanjing Central Emporium (Group) Stocks Co.Ltd(600280) shares pledged by the actual controller and Dihua industry (including 41.88% of the actual controller and 14.63% of Dihua industry), The actual controller and Dihua industry promise to set up a pledge guarantee for Yurun holdings to fulfill its obligations under the reorganization plan after the above-mentioned shares are postponed.
As of the date of this announcement, Dihua industry holds 14.63% of the shares of the company and is the second largest shareholder of the company. The reorganization of Dihua industry and Yurun holdings will not affect the normal operation of the company. The information disclosure website and media designated by the company is the website of Shanghai Stock Exchange (www.sse. Com. CN.) And Shanghai Securities News and China Securities News. The company’s information shall be subject to the announcement published by the company on the above designated websites and media. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Board of directors of Nanjing Nanjing Central Emporium (Group) Stocks Co.Ltd(600280) (Group) Co., Ltd. February 7, 2022
