Securities code: 300375 securities abbreviation: Tianjin Pengling Group Co.Ltd(300375) Announcement No.: 2022-006 Tianjin Pengling Group Co.Ltd(300375)
Suggestive announcement on changes in shareholders' equity
The shareholders of the company, Hebei Xinhua Eurasian Auto Parts Group Co., Ltd., Qinghe Xinou Enterprise Management Service Center (limited partnership) and Mr. Xie Dongtai, guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor. On February 7, 2022, Tianjin Pengling Group Co.Ltd(300375) (hereinafter referred to as "the company") received the short form equity change report issued by the shareholders and their concerted actors, Hebei Xinhua Eurasian Auto Parts Group Co., Ltd. (hereinafter referred to as " Chang Chun Eurasia Group Co.Ltd(600697) "), Qinghe Xinou Enterprise Management Service Center (Limited partnership) (hereinafter referred to as "Qinghe Xinou") and Mr. Xie Dongtai. On January 28, 2022, the company completed the performance commitment repurchase and cancellation business in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Chang Chun Eurasia Group Co.Ltd(600697) , Qinghe Xinou and Xie Dongtai were repurchased and cancelled 46328763 shares of the company, the total number of shares was reduced from 82080536 to 35751773, and the shareholding ratio was changed from 11.54% to 5.38%, The shareholding ratio decreased by 6.16%. Relevant matters are hereby announced as follows:
1、 Basic information of this equity change
1. According to the reply on approving Tianjin Pengling Group Co.Ltd(300375) to issue shares to purchase assets and raise supporting funds from Hebei Xinhua Eurasian Auto Parts Group Co., Ltd. (zjxk [2019] No. 498) issued by China Securities Regulatory Commission, the company purchased assets from Hebei Xinhua Chang Chun Eurasia Group Co.Ltd(600697) company, Xie Dongtai Qinghe Xinou Enterprise Management Service Center (limited partnership) issued 11970746 shares in total and was listed on Shenzhen Stock Exchange on May 31, 2019. The total share capital of the company increased from 611542632 shares to 731243378 shares. Shareholders Chang Chun Eurasia Group Co.Ltd(600697) hold 80798004 shares, Qinghe Xinou 23940149 shares and Xie Dongtai 14962593 shares of the company, with a total of 11970746 shares, accounting for 16.3695% of the total share capital of the company, For details, please refer to the announcement on the implementation of Tianjin Pengling Group Co.Ltd(300375) issuing shares to purchase assets and raising matching funds and related party transactions and listing of new shares disclosed by the company on cninfo.com on May 29, 2019.
2. According to the reply on approving Tianjin Pengling Group Co.Ltd(300375) to issue shares to purchase assets and raise supporting funds from Hebei Xinhua Eurasian Auto Parts Group Co., Ltd. (zjxk [2019] No. 498) issued by the CSRC and approved by Shenzhen Stock Exchange, Huatai United Securities Co., Ltd., the lead underwriter, issued 17499998 RMB ordinary shares (A shares) by means of non-public offering and was listed on Shenzhen Stock Exchange on November 20, 2019. The total share capital of the company increased from 731243378 shares to 748743376 shares. For details, please refer to the announcement on the listing of new shares of non-public Development Bank shares by issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions disclosed by the company on cninfo.com on November 18, 2019. After the listing of the new shares, the shareholders Chang Chun Eurasia Group Co.Ltd(600697) , Qinghe Xinou and Xie Dongtai jointly held the company's shares (11970746 shares), accounting for 15.9869% of the company's total share capital. 3. The subsidiary Hebei Xinou Auto Parts Technology Co., Ltd. acquired by the company failed to fulfill the performance commitment in 2019, On August 18, 2020, the Company repurchased and cancelled 37620210 shares to be compensated by performance compensation obligors, including Chang Chun Eurasia Group Co.Ltd(600697) compensation of 30096168 shares and Qinghe Xinou compensation of 7524042 shares
Shares. After the cancellation of the repurchase, the total share capital of the company was changed from 748743376 shares to 711123166 shares. Shareholders Chang Chun Eurasia Group Co.Ltd(600697) hold 50701836 shares of the company, Qinghe Xinou holds 16416107 shares of the company, Xie Dongtai holds 14962593 shares of the company, holding 82080536 shares in total, accounting for 11.5424% of the total share capital of the company, For details, see the announcement on the completion of performance commitment compensation share repurchase and cancellation disclosed by the company on cninfo.com on August 21, 2020.
4. The company promised to buy back 34652 shares of Hebei Dongou Technology Co., Ltd. in 2020, and the compensation for 34652 shares of Hebei Dongou Technology Co., Ltd. was cancelled due to the acquisition of 34652 shares, of which the compensation for 34652 shares of Hebei Dongou Technology Co., Ltd. was not completed, and the compensation for 34652 shares of Hebei Dongou Technology Co., Ltd. After the cancellation of the repurchase, the total share capital of the company was changed from 711123166 shares to 664794403 shares. Shareholders Chang Chun Eurasia Group Co.Ltd(600697) hold 22084170 shares of the company, Qinghe Xinou holds 7150355 shares of the company, Xie Dongtai holds 6517248 shares of the company, holding a total of 35751773 shares of the company, accounting for 5.3779% of the total share capital of the company, For details, see the announcement on the completion of performance commitment compensation share repurchase and cancellation disclosed by the company on cninfo.com on February 7, 2022.
2、 Shareholding of shareholders before and after this equity change
Name of shareholder before and after this equity change
Number of shares (shares) in the total share capital at that time proportion of number of shares (shares) in the total share capital at present
Chang Chun Eurasia Group Co.Ltd(600697) 50,701,836 7.13% 22,084,170 3.32%
Qinghe Xinou 16416107 2.31% 7150355 1.08%
Xie Dongtai 14962593 2.10% 6517248 0.98%
Total 82080536 11.54% 35751773 5.38%
2、 Other relevant instructions
1. This equity change complies with the measures for the administration of the acquisition of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies and other relevant laws, regulations, rules, normative documents and the articles of association of the company, There is no violation of the commitments still being performed due to this change in equity.
2. According to the provisions of the measures for the administration of the acquisition of listed companies, the information disclosure obligors and their persons acting in concert have fulfilled the obligation of reporting changes in equity. For the specific contents, please refer to the brief report on changes in equity published by the company on cninfo.com, the information disclosure website designated by the CSRC on the same day. The information disclosure obligors and persons acting in concert guarantee that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
3. This equity change will not have an adverse impact on the normal production and operation of the company, and there is no damage to the interests of the company and minority shareholders. For the follow-up matters involved in this transaction, the company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to the investment risks.
It is hereby announced.
Tianjin Pengling Group Co.Ltd(300375) board of directors February 8, 2022
