Tianjin Pengling Group Co.Ltd(300375)
Short form equity change report
Name of listed company: Tianjin Pengling Group Co.Ltd(300375)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Tianjin Pengling Group Co.Ltd(300375)
Stock Code: 300375
One of the information disclosure obligors: Hebei Xinhua Eurasian Auto Parts Group Co., Ltd
Address and mailing address: No. 1, Yulongshan Road, economic development zone, Qinghe County, Hebei Province
Information disclosure obligor 2: Qinghe Xinou Enterprise Management Service Center (limited partnership)
Address and mailing address: North of Guijiang street and west of Jiuhuashan Road, Qinghe County, Xingtai City, Hebei Province
Third obligor of information disclosure: Xie Dongtai
Address: Tianyue garden, Ximu Road, Nankai District, Tianjin******
Mailing address: Wang Erzhuang, Xiaotun Industrial Zone, Qinghe County, Xingtai City, Hebei Province
Nature of equity change: due to the performance compensation commitment, the shareholding proportion of information disclosure obligors decreases
Signed on: February 7, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this report 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 that publicly issue securities No. 15 – Report on changes in equity and other relevant laws and regulations;
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this equity change report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor; 3、 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 equity change report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Tianjin Pengling Group Co.Ltd(300375) . As of the signing date of this equity change report, except for the information disclosed in this report, the above information disclosure obligor has not increased or reduced its shares in Tianjin Pengling Group Co.Ltd(300375) by any other means;
4、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
catalogue
catalogue 3 interpretation Section 1 Introduction to information disclosure obligors 5 Section II purpose and plan of this equity change Section III equity change method 7 Section IV trading of shares of Listed Companies in the first six months 8 section V other major matters Section VI declaration of information disclosure obligor Section 7 documents for future reference 8. The disclosure obligor declares that 10 schedule twelve
interpretation
In this equity change report, unless otherwise specified, the following words have the following meanings:
Tianjin Pengling Group Co.Ltd(300375) / listed company / company refers to Tianjin Pengling Group Co.Ltd(300375)
Information disclosure obligors refer to Hebei Xinhua Eurasian Auto Parts Group Co., Ltd., jiedongtai and Qinghe Xinou Enterprise Management Service Center (limited partnership)
Chang Chun Eurasia Group Co.Ltd(600697) refers to Hebei Xinhua Eurasian Auto Parts Group Co., Ltd
Qinghe Xinou refers to Qinghe Xinou Enterprise Management Service Center (limited partnership)
The target refers to 100% equity of Hebei Xinou Auto Parts Technology Co., Ltd
Tianjin Pengling Group Co.Ltd(300375) issued shares to Chang Chun Eurasia Group Co.Ltd(600697) , song Jinhua, Xie Donglin, Xie Dongtai and 2019 major asset restructuring refers to Qinghe New Europe and paid cash to purchase the target company held by it
The company owns 100% equity and raises supporting funds through non-public offering of shares to no more than 5 other specific investors
This equity change refers to the shareholding of the information disclosure obligor due to the performance compensation commitment
Proportion reduction
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
This report refers to the Tianjin Pengling Group Co.Ltd(300375) simplified equity change report
Yuan means RMB yuan
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
(I) one of the obligors of information disclosure
1. Basic information
Company name: Hebei Xinhua Eurasian Auto Parts Group Co., Ltd
Unified social credit code 91130534740192474h
Date of establishment: December 27, 2003
Type: limited liability company (invested or controlled by natural person)
Registered address: No. 1, Yulongshan Road, economic development zone, Qinghe County, Hebei Province
The registered capital is 28.8 million yuan
Legal representative: Xie Donglin
Business scope: automobile filter processing and sales; Sales of wiper and automobile maintenance supplies (for items that must be approved according to law, business activities can be carried out only after approval by relevant departments)
Equity structure Xie Donglin Holds 36%, Xie Dongtai holds 34% and song Jinhua holds 30%
2. The directors of Chang Chun Eurasia Group Co.Ltd(600697) and their main principals are as follows:
Name Gender nationality in Chang Chun Eurasia Group Co.Ltd(600697) position
Xie Donglin, male, executive director and general manager of China
(II) information disclosure obligor II
1. Basic information
Company name: Qinghe Xinou Enterprise Management Service Center (limited partnership)
Unified social credit code 91130534ma08y2ly7d
Date of establishment: August 18, 2017
Type: limited partnership
Registered address: North of Guijiang street and west of Jiuhuashan Road, Qinghe County, Xingtai City, Hebei Province
Contribution: RMB 6.6 million
Legal representative: Xie Gongchen
Business scope: enterprise management services (projects that must be approved according to law can be carried out only after being approved by relevant departments
(operating activities)
Xie Gongchen holds 80.04%, Tian Jinping 4.38%, Liu Jihua 3.58%, Xie Bikun 2.93%, Jiang Mingjun 2.51%, Cheng Lefeng 1.61%, Shi Xintao 1.60% and Xie Dongwang 1.33%
2. The directors and main principals of Qinghe Xinou are as follows:
Name Gender nationality position in Qinghe Xinou
Xie Gongchen, male, executive partner of China
(III) the third obligor of information disclosure
Name: Xie Dongtai
Gender male
Nationality China
ID number 130534199906******
Address: room 2803, door 1, building 20, tianyueyuan, West Road, Nankai District, Tianjin
Mailing address: Wang Erzhuang, Xiaotun Industrial Zone, Qinghe County, Xingtai City, Hebei Province
Whether to obtain the right of residence in other countries or regions:
2、 Description of the relationship between the information disclosure obligor and its persons acting in concert
The original controlling shareholder of the target company of the company’s major asset restructuring in 2019 is Chang Chun Eurasia Group Co.Ltd(600697) . The original actual controller is the Xie family. The Xie family members include Xie Gongchen, song Jinhua, Xie Donglin and Xie Dongtai. Song Jinhua is the wife of Xie Gongchen, Xie Donglin and Xie Dongtai are the sons of Xie Gongchen and song Jinhua, and Xie Donglin is the brother of Xie Dongtai; Xie Donglin is the executive director and general manager of Chang Chun Eurasia Group Co.Ltd(600697) and Xie Gongchen is the executive partner of Qinghe Xinou and actually controls Qinghe Xinou.
According to Article 83 of the measures for the administration of the acquisition of listed companies, there is a concerted action relationship among Chang Chun Eurasia Group Co.Ltd(600697) , Xie Dongtai and Qinghe Xinou who hold the shares of listed companies after the completion of major asset restructuring.
3、 Information disclosure obligors hold and control more than 5% of the issued shares of other listed companies
As of the signing date of this report, the information disclosure obligor has not held or controlled 5% or more of the shares issued by other listed companies at home and abroad.
Section II purpose and plan of this equity change
Reason and purpose of equity change: due to the performance compensation commitment, the shareholding proportion of information disclosure obligor decreases.
As of the signing date of this report, the information disclosure obligor has no specific plan to increase or reduce the shares of the listed company, and does not rule out the possibility of increasing or reducing the shares of the listed company in the next 12 months. In case of relevant equity changes in the future, the information disclosure obligor will timely perform the information disclosure obligations in strict accordance with the requirements and provisions of relevant laws and regulations.
Section III changes in equity
1、 Shareholding before and after this equity change
Shares held before this equity change and shares held after this equity change
Name of shareholder number of shares (shares) in total share capital ratio of number of shares (shares) in total share capital
example
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、 Basic information about this equity change
On December 22, 2021, the company held the sixth (temporary) meeting of the eighth board of directors, deliberated and adopted the proposal on the compensation scheme for 2020 performance commitment of Hebei Xinou Auto Parts Technology Co., Ltd.
On January 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022 and deliberated and adopted the above proposal.
As Hebei Xinou Auto Parts Technology Co., Ltd. failed to complete the promised performance in 2020, according to the above performance commitment compensation scheme, the information disclosure obligors Chang Chun Eurasia Group Co.Ltd(600697) , Qinghe Xinou and Xie Dongtai were repurchased and cancelled 46328763 shares of the listed company, the total number of shares held was reduced from 82080536 to 35751773, and the shareholding ratio was changed from 11.54% to 5.38%, Shareholding ratio decreased by 6.16%
3、 Whether there are any rights restrictions on the shares in which the information disclosure obligor has interests in the company, including but not limited to the pledge and freezing of shares
The shares of the company held by the information disclosure obligor are restricted to sale. As of the signing date of this report, the shares held by the information disclosure obligor have not been pledged or frozen.
Section IV trading of shares of Listed Companies in the first six months
As of the six months before the signing date of this report, except for the above disclosed share changes, the information disclosure obligor has no other situation of buying and selling the shares of the company.
Section V other major matters
As of the signing date of this report, the information disclosure obligor has truthfully disclosed the relevant information of this equity change in accordance with relevant regulations, and there is no other major information that the information disclosure obligor should disclose but did not disclose in accordance with laws and relevant regulations.
Section VI information disclosure obligations
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.
Section VII documents for future reference
1、 Documents for future reference
(I) copies of business license and ID card of the information disclosure obligor;
(II) copies of the identity cards of the directors and their main principals of the information disclosure obligor;
(III) CSRC or securities exchange
