New East New Materials Co.Ltd(603110)
Short form equity change report
Name of listed company: New East New Materials Co.Ltd(603110) place of stock listing: Shanghai Stock Exchange Stock abbreviation: New East New Materials Co.Ltd(603110) Stock Code: 603110 information disclosure obligor: Fan Jiaju domicile: Huangyan District, Taizhou City, Zhejiang Province mailing address: 8th floor, No. 118, Laodong North Road, Huangyan District, Taizhou City, Zhejiang Province information disclosure obligor acting in concert: Zhu Junfei domicile: Huangyan District, Taizhou City, Zhejiang Province mailing address: 8th floor, No. 118, Laodong North Road, Huangyan District, Taizhou City, Zhejiang Province nature of change in equity: decrease (assignment of agreement)
Date of signature: February 2022
Statement of information disclosure obligor
1、 This report is prepared 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 companies offering securities to the public No. 15 – Report on changes in equity, and relevant laws, regulations and normative documents.
2、 The information disclosure obligor and concerted action are natural persons, and the information disclosure obligor does not need authorization and approval to sign this report.
3、 In accordance with the provisions of 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, and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, This report has fully disclosed the changes in shares in which the information disclosure obligor and the person acting in concert have interests in New East New Materials Co.Ltd(603110) (hereinafter referred to as ” New East New Materials Co.Ltd(603110) “).
As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor and the person acting in concert have not increased or reduced their shares in New East New Materials Co.Ltd(603110) by any other means.
4、 This equity change still needs to go through the compliance confirmation of Shanghai Stock Exchange and apply to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for share transfer registration and other procedures.
5、 This equity change is based on the information stated in this report. The information disclosure obligors and persons acting in concert have not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Section 1 interpretation Section 2 information disclosure obligors Section III purpose of equity change and shareholding plan Section IV equity change method 7 Section V information disclosure obligors and persons acting in concert buy and sell listed shares within the first six months 12 section VI other major matters Section VII documents for future reference Disclosure obligations 14 fifteen
Section I interpretation
In this report, unless otherwise stated, the following abbreviations are interpreted as follows in this report:
Information disclosure obligor refers to fan Jiaju
Listed company, company, New East New Materials Co.Ltd(603110) refers to New East New Materials Co.Ltd(603110)
This report refers to the New East New Materials Co.Ltd(603110) simplified equity change report
Shanghai stock exchange refers to Shanghai Stock Exchange
Share transfer agreement on New East New Materials Co.Ltd(603110) between fan Jiaju and Chengdu jiaozi Oriental Investment Development Partnership (limited partnership share transfer agreement)
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Yuan, ten thousand yuan and one million yuan refer to RMB yuan, ten thousand yuan and one million yuan
Note: any discrepancy between the total and the mantissa of the sum of the sub item values in this report is caused by rounding.
Section 2 information disclosure obligors
1、 Basic information of information disclosure obligor
Name: Fan Jiaju
Gender male
Nationality: Hong Kong, China
ID number P804*** (*)
Address / mailing address: 8th floor, No. 118, Laodong North Road, Huangyan District, Taizhou City, Zhejiang Province
Permanent residence in other countries or regions
Hong Kong, China
Right of permanent residence
2、 Basic information of persons acting in concert
Name: Zhu Junfei
Gender female
Nationality China
ID number 33260319630305****
Address / mailing address: 8th floor, No. 118, Laodong North Road, Huangyan District, Taizhou City, Zhejiang Province
Permanent residence in other countries or regions
no
Right of permanent residence
3、 Concerted action relationship between information disclosure obligors and their persons acting in concert
Fan Jiaju and Zhu Junfei are husband and wife. According to the measures for the administration of acquisition, fan Jiaju and Zhu Junfei are persons acting in concert.
4、 Information disclosure obligors and persons acting in concert have equity shares in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the information disclosure obligors and their persons acting in concert have no equity shares in other domestic or overseas listed companies that reach or exceed 5% of the issued shares of the company.
1、 Purpose of this equity change
The purpose of this equity change is that the information disclosure obligors and persons acting in concert are based on their own capital needs. 2、 Shareholding plan of information disclosure obligor in the next 12 months
The information disclosure obligors and persons acting in concert will strictly abide by the company’s announcement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 20, 2021 According to the announcement on the reduction plan of shareholders holding more than 5% (Announcement No.: 2022-003).
As of the signing date of this report, there are no other specific arrangements for increasing or reducing the company’s shares in the next 12 months. In case of relevant equity changes in the future, the information disclosure obligors and persons acting in concert will timely perform the relevant information disclosure obligations in accordance with the provisions of relevant laws.
Section IV changes in equity
1、 Changes in equity and changes in equity
Before this equity change, the information disclosure obligor held 14873804 shares of the listed company, accounting for 7.392% of the total share capital of the company, and Zhu Junfei, the person acting in concert, held 17787840 shares of the listed company, accounting for 8.840% of the total share capital of the company. Zhu Junfei, the information disclosure obligor and the person acting in concert, holds 32661644 shares of the listed company, accounting for 16.231% of the total share capital of the company.
In this equity change, the information disclosure obligor intends to transfer 10.8 million shares of the listed company to Chengdu jiaozi Dongfang investment and development partnership (limited partnership) through agreement transfer, accounting for 5.367% of the total share capital of the company. After this equity change, the information disclosure obligor holds 4073804 shares of the company, and the shareholding ratio is reduced to 2.024%; Zhu Junfei, the obligor of information disclosure and the person acting in concert, holds a total of 21861644 shares of listed companies, accounting for 9.416% of the total share capital of the company. 2、 Main contents of the agreement involved in this equity change
On February 7, 2022, the information disclosure obligor and Chengdu jiaozi Dongfang investment development partnership (limited partnership) signed the share transfer agreement between fan Jiaju and Chengdu jiaozi Dongfang investment development partnership (limited partnership) on New East New Materials Co.Ltd(603110) (hereinafter referred to as the “share transfer agreement”). The main contents of the agreement are as follows:
1. Parties to the assignment of agreement
Party A (transferor): Fan Jiaju
Party B (transferee): Chengdu jiaozi Oriental Investment Development Partnership (limited partnership)
2. Underlying shares
The transferor agrees to transfer its 10.8 million shares of the listed company (accounting for 5.367% of the total issued share capital of the listed company) and all rights corresponding to the above shares The rights and interests (including the ownership, profit distribution rights, asset distribution rights, voting rights and other rights, powers and interests that the shareholders of the company should enjoy as stipulated in the articles of association of the listed company and Chinese laws and regulations) related to the above target shares are transferred to the transferee, and the transferee agrees to transfer the target shares.
3. Transfer price
The agreed transfer price of the subject shares is 90% of the closing price of New East New Materials Co.Ltd(603110) on the trading day before the signing date of this agreement, i.e. RMB 34.884/share, and the total transfer price is RMB 376747200 (in words: RMB three hundred and seventy-six million seven hundred and forty-seven thousand two hundred only).
4. Payment of share transfer price and share delivery
(1) Both parties shall submit the agreement transfer application to Shanghai Stock Exchange within five trading days from the effective date of this Agreement and after the transferee has paid the first phase of share transfer price in accordance with this agreement, The transferor shall transfer the subject shares to the transferee at one time through China Securities Depository and Clearing Co., Ltd. within 10 trading days after receiving the share transfer confirmation issued by the legal department of Shanghai Stock Exchange.
(2) The transferee shall pay the share transfer price to the transferor in two installments:
Phase I: the transferee shall pay the first phase of share transfer price of RMB 100000000 (in words: RMB 100 million only) to the transferor within three trading days from the effective date of this agreement.
Phase II: the transferee shall pay the transfer price of phase II shares to the transferor of RMB 276747200 (in words: RMB two hundred seventy-six million seven hundred and forty-seven thousand two hundred only) within three trading days from the date of receiving the tax payment certificate issued by the transferor and completing the transfer registration procedures of the subject shares.
(3) From the date of completing the transfer registration procedures of the subject shares, all rights related to the subject shares shall be transferred to the transferee, including but not limited to: voting rights, dividend rights and disposal rights, which shall be subject to the provisions of the articles of association of the listed company, relevant laws, regulations and normative documents.
5. Effective time and conditions of the agreement
This Agreement shall come into force as of the date when it is legally signed by both parties.
6. Agreement on shareholding period
Adhering to the concept of value investment, the transferee promises not to transfer the subject shares within 6 months from the date of completion of delivery (the date of completion of share transfer registration procedures through China Securities Depository and Clearing Co., Ltd.), hold shares as long as possible on the premise of meeting relevant laws and regulations, and reduce them in accordance with the trading rules in force at that time.
7. Guarantees and commitments
(1) Warranties and commitments of the transferor
i. The transferor has the right and capacity to sign this agreement, and has sufficient capacity to fully perform its obligations under this agreement.
ii. The transferor has all the rights to sign and perform its obligations under this agreement, and has all the qualifications and / or capacity to sign this agreement in accordance with Chinese law. The transferor guarantees that the shares to be transferred this time are truly owned by it, and has the full right to dispose of the shares to be transferred. It also guarantees that the shares have no pledge or other encumbrances, have not been sealed up, frozen and free from recourse by a third party, and there are no other rights restrictions and rights disputes (including potential disputes).
III. The transferor guarantees that the signing or performance of this agreement will not violate laws and regulations, and will not lead to any contradiction or conflict with any terms, agreements or provisions of any other agreement, contract or contractual document signed or existing with the transferor as a party.
IV. The transferor has fully, thoroughly and timely disclosed all information and materials related to this transaction to the transferee without major omission, misleading and fiction. The transferor guarantees that all documents and materials provided to the transferee are true, effective and complete.
(2) Warranties and commitments of the transferee
i. The transferee is an enterprise registered and existing according to law, has the right and capacity to sign this agreement in accordance with the partnership law, civil code and its partnership agreement, and has sufficient capacity to fully perform the obligations specified in this agreement.
ii. The signing and performance of this Agreement does not conflict with the obligations undertaken by the transferee’s partnership agreement or binding normative documents such as relevant laws, regulations and regulations and signed agreements.
III. The transferee will take all necessary actions to timely cooperate with the transferor and the listed company in handling the disclosure of equity changes involved in the transfer and the inquiry Reply of the exchange (if any).
8. Change and cancellation of the agreement
(1) Any amendment or change of this Agreement shall come into force only after the parties hereto negotiate separately and sign a written agreement on the amendment or change.
(2) Before the completion of the delivery of the transferred shares, this Agreement shall be terminated under the following circumstances:
(3) Except for the delay caused by the transferee’s failure to pay the transfer price on time, the share transfer registration procedures have not been completed within 30 trading days from the effective date of this agreement.
(4) The agreement shall be terminated by consensus of all parties.
(5) Issued by either party
