Securities code: 002030 securities abbreviation: Daan Gene Co.Ltd(002030) Announcement No.: 2022-002 Daan Gene Co.Ltd(002030)
Suggestive announcement on the free transfer of state-owned equity of the second largest shareholder
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Special tips:
1. Guangzhou bioengineering Center Co., Ltd. (hereinafter referred to as "bioengineering center"), the second largest shareholder of Daan Gene Co.Ltd(002030) (hereinafter referred to as "the company"), transferred its Daan Gene Co.Ltd(002030) 70172302 shares (accounting for 5% of the total share capital of the company) to Guangzhou Financial Holding Group Co., Ltd. (hereinafter referred to as "Guangzhou financial holding group") free of charge.
2. This equity change is a free transfer of state-owned equity. Guangzhou financial holding group transferred Daan Gene Co.Ltd(002030) 70172302 shares directly held by its wholly-owned subsidiary bioengineering Center (accounting for 5% of the total share capital of the company) to its direct holding free of charge. After this equity change, Guangzhou financial holding group is still the indirect controlling shareholder of the company, and the Daan Gene Co.Ltd(002030) shares controlled by Guangzhou financial holding group through direct and indirect means will not change. 3. In accordance with the provisions of the measures for the administration of the acquisition of listed companies and other relevant laws and regulations, Guangzhou Financial Holding Group Co., Ltd. and Guangzhou bioengineering Center Co., Ltd. have prepared and disclosed the short form report on changes in equity respectively. Please pay attention to it.
4. The share transfer did not touch the obligation of tender offer.
1、 Item overview
On February 7, 2022, the company received the notification letter on signing the free share transfer agreement (GJH [2022] No. 4) from Guangzhou bioengineering Center Co., Ltd., the second largest shareholder, The main content of the letter is: "on February 7, 2022, bioengineering center and Guangzhou Financial Holding Group Co., Ltd. signed the free transfer agreement of state-owned shares, which transferred Daan Gene Co.Ltd(002030) 70172302 shares held by bioengineering Center (accounting for 5% of the total share capital) to Guangzhou financial holding group free of charge." The relevant information is hereby announced as follows:
This equity change is a free transfer of state-owned equity. Guangzhou financial holding group transferred Daan Gene Co.Ltd(002030) 70172302 shares directly held by its wholly-owned subsidiary bioengineering Center (accounting for 5% of the total share capital of Daan Gene Co.Ltd(002030) ) to its direct holding free of charge.
Before this equity change, bioengineering center held 210516909 shares of the company (including shares lent by refinancing securities lending business), and the types of shares were all A-Shares of unlimited sale and circulation, accounting for 15.00% of the total share capital of the company. Guangzhou financial holding group does not directly hold shares of the company; Indirectly holding 233391995 shares of the company through Guangzhou Zhongda Holding Co., Ltd., accounting for 16.63% of the total share capital of the company; Indirectly holding 210516909 shares of the company through bioengineering center, accounting for 15.00% of the total share capital of the company; To sum up, Guangzhou financial holding group controls a total of 443908904 shares of the company, all of which are A-shares of unlimited sale and circulation, accounting for 31.63% of the total share capital of the company. After this equity change, bioengineering center will hold 140344607 shares of the company (including the shares lent by refinancing securities lending business). The types of shares are all A-Shares of unlimited sale and circulation, accounting for 10.00% of the total share capital of the company, and it is still the second largest shareholder of the company. Guangzhou financial holding group will directly hold 70172302 shares of the company, accounting for 5.00% of the total share capital of the company; Indirectly holding 233391995 shares of the company through Guangzhou Zhongda Holding Co., Ltd., accounting for 16.63% of the total share capital of the company; Indirectly holding 140344607 shares of the company through bioengineering center, accounting for 10.00% of the total share capital of the company; To sum up, there is no change in the shares of the company controlled by Guangzhou financial holding group, with a total of 443908904 shares controlled by the company. The types of shares are unlimited A shares, accounting for 31.63% of the total share capital of the company.
After this equity change, Guangzhou financial holding group is still the indirect controlling shareholder of the company. The shareholding details of Guangzhou financial holding group and bioengineering center before and after the equity change are as follows:
Before and after the share transfer
Shareholder name direct shareholding indirect shareholding direct shareholding indirect shareholding
Weighted stock ratio
Number of shares (shares) to share ratio (%); number of shares (shares) to share ratio (%); number of shares (shares) to share ratio (%) (%)
Biological engineering
210,516,909 15.00 - - 140,344,607 10.00 - -
Cheng Center Guangzhou gold
- - 443,908,904 31.63 70,172,302 5.00 373,736,602 26.63
Control group
For details, please refer to the Daan Gene Co.Ltd(002030) simplified equity change report issued by bioengineering center and the Daan Gene Co.Ltd(002030) simplified equity change report issued by Guangzhou financial holding group disclosed by the company on cninfo.com on February 7, 2022.
2、 Basic information of transfer parties
(I) share transferor: Guangzhou bioengineering Center Co., Ltd
Company name: Guangzhou bioengineering Center Co., Ltd
Registered address: Room 301, No. 34, Longkou East Road, Tianhe District, Guangzhou
Legal representative: Xue zheqiang
Unified social credit code 91440101ma5d1rgk27
Company type: limited liability company (sole proprietorship of legal person)
The registered capital is 10 million yuan
Date of establishment: November 18, 2019
Business term: November 18, 2019 to no fixed term
Scientific and technological achievements appraisal service; Science and technology project evaluation services; Technology project agency services; Scientific and technological information consulting services; Biotechnology development services; Biotechnology consulting and business scope flow services; Biotechnology transfer services; Biotechnology extension services; Medical research and experimental development; Data processing and storage services; Conference and exhibition services; Human resource management consulting; Provide information consulting services for overseas students on entrepreneurship and investment projects; House leasing; Self owned real estate business activities; Enterprise's own capital investment
Shareholder name and shareholding ratio Guangzhou financial holding group holds 100%
Mailing address: Room 301, No. 34, Longkou East Road, Tianhe District, Guangzhou
Postal Code: 510635
Tel: 87568623-313
(II) share transfer in Party: Guangzhou Financial Holding Group Co., Ltd
Company name: Guangzhou Financial Holding Group Co., Ltd
Registered address: room 2601-2624, floor 26, block B, Sinopec building, No. 191 TIYU West Road, Tianhe District, Guangzhou
Legal representative: Nie linkun
Unified social credit code 91440101797354980n
Company type: limited liability company (state-owned holding)
The registered capital is 9479786472 yuan
Date of establishment: December 15, 2006
Business term: from December 15, 2006 to no fixed term
Business scope: self owned capital investment of the enterprise; Asset management (excluding license approval items); Investment advisory services; Investment management services
Name and shareholding ratio of shareholders: 90.51% held by Guangzhou Municipal People's government and 9.49% held by Guangdong Provincial Department of Finance
Mailing address: 26th floor, Tower B, Sinopec building, No. 191, TIYU West Road, Tianhe District, Guangzhou
Postal Code: 510620
Tel: 020-38081160
3、 Main contents of free transfer agreement
Bioengineering center and Guangzhou financial holding group signed the agreement on free transfer of state-owned shares on February 7, 2022. The main contents of the agreement are as follows:
(I) signatory
Party A (transferee): Guangzhou Financial Holding Group Co., Ltd
Party B (transferor): Guangzhou bioengineering Center Co., Ltd
(II) transfer of shares
1. The subject shares transferred free of charge this time are 5% shares of the subject company ( Daan Gene Co.Ltd(002030) ) held by Party B (corresponding to 70172302 shares).
If the number of shares held by Party B in the target company increases due to dividend distribution, share distribution, share allotment, capital reserve conversion to share capital and other matters of the target company after the signing of this Agreement and before the completion of share transfer registration procedures, the number of transferred shares shall be calculated according to 5% of the latest total share capital of the target company after the implementation of the above matters.
2. The subject shares are all tradable shares, accounting for 33.33% of the shares of the subject company held by Party B.
3. The nature of the underlying shares is state-owned legal person shares. After the free transfer is completed, the nature of the underlying shares will not change.
(III) transfer base date
1. Party A and Party B confirm that the benchmark date of this free transfer is December 31, 2021.
2. Upon the completion of this transfer, the profits and losses of the subject shares recognized before the base date shall be enjoyed by Party B, and the profits and losses of the subject shares recognized after the base date (including but not limited to the dividends and bonuses distributed by the subject company) shall be enjoyed by Party A.
(IV) share transfer price and expenses
1. This share transfer is free, and Party A does not need to pay any price. Party A shall take December 31, 2021 as the base date and conduct accounting treatment according to the audit report issued by an accounting firm with securities qualification.
2. All taxes arising from the free transfer of the subject shares shall be borne by Party A and Party B in accordance with the provisions of laws and regulations.
(V) effective conditions
This Agreement shall come into force after the legal representatives of both parties sign and affix their official seals, and the free transfer of shares is officially approved by Party A.
4、 Impact of this free transfer on the company
This equity change is a free transfer of state-owned assets carried out by Guangzhou financial holding group to promote the integration of relevant state-owned assets, improve the liquidity of state-owned assets and promote the maintenance and appreciation of state-owned assets. After the implementation of this transfer, the total Daan Gene Co.Ltd(002030) shares controlled by Guangzhou financial holding group through direct and indirect means will not change. The transfer of state-owned equity will not affect the normal production and operation of the company.
5、 Other instructions
The free transfer of shares has fulfilled the necessary examination and approval procedures, and it is still necessary to apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for share transfer registration. The company will continue to pay attention to the progress of this free transfer and fulfill the obligation of information disclosure in a timely manner in strict accordance with the requirements of relevant laws and regulations. Please invest rationally and pay attention to investment risks.
6、 Documents for future reference
1. Notification letter on signing free share transfer agreement issued by Guangzhou bioengineering Center Co., Ltd;
2. The agreement on free transfer of state-owned shares signed between Guangzhou bioengineering Center Co., Ltd. and Guangzhou Financial Holding Group Co., Ltd;
3. Simplified equity change report (Bioengineering Center);
4. Simplified equity change report (Guangzhou financial holding group).
It is hereby announced.
Daan Gene Co.Ltd(002030) board of directors
February 7, 2022
