Securities code: 603555 securities abbreviation: St Guiren Announcement No.: pro 2022-005
Bond Code: 122346 bond abbreviation: 14 noble bird
Announcement on terminating the sale of major assets
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.
Guirenniao Co.Ltd(603555) (hereinafter referred to as “the company”) the 9th and 4th meetings of the 4th board of directors
The sixth meeting of the th session of the board of supervisors was held by means of communication on February 8, 2022, which deliberated and adopted the
In the proposal on terminating the sale of major assets, the company agreed to terminate the sale of major assets. The relevant information is hereby announced as follows:
1、 Overview of this major asset sale
The subject matter of this major asset sale is the company’s land and aboveground buildings located in the plant area of Yangguang village, Dongyuan Town, Taiwan investment zone, Quanzhou City.
The transaction method of this major asset sale is that the company sells the transaction object in cash.
The final counterparty of this major asset sale is Shengshi (Quanzhou) Investment Co., Ltd.
2、 Main work done by the company during the promotion of this major asset sale
On November 8, 2021, the company held the 8th meeting of the 4th board of directors and the 5th meeting of the 4th board of supervisors
At the meeting, the proposal on the company’s plan and summary for the sale of major assets was reviewed and approved respectively
Proposals related to the sale of major assets. For details, please refer to Shanghai Securities Exchange on November 9, 2021
Relevant announcements disclosed on the website.
On November 18, 2021, the company received the “customs declaration” issued by the second Department of management of listed companies of Shanghai Stock Exchange
In the inquiry letter on the information disclosure of Guirenniao Co.Ltd(603555) major asset sale plan (szgh [2021] No. 2899, hereinafter referred to as the “inquiry letter”). See the company’s announcement on November 19, 2021 for details
Announcement on receiving inquiry letter of major asset sale plan (Announcement No.: pro 2021-096) disclosed on the website of Shanghai Stock Exchange.
According to the relevant requirements of the inquiry letter, the company organized the relevant intermediaries of this major asset sale to carefully analyze and verify the problems listed in the inquiry letter, made replies to the relevant problems, revised some contents of the plan for this major asset sale and its summary as required, and the intermediaries issued relevant documents
For details of the verification opinions, please refer to the reply announcement on the inquiry letter on information disclosure of Guirenniao Co.Ltd(603555) major asset sale plan of Shanghai Stock Exchange (Announcement No.: p.2021-106) and relevant announcement documents disclosed by the company on the website of Shanghai Stock Exchange on December 14, 2021.
3、 Reasons for terminating this major asset sale
Since the preparation of this major asset sale, the company has actively organized relevant parties to communicate and carefully demonstrate the issues involved in this major asset sale in strict accordance with the requirements of relevant laws and regulations. In view of the large amount of work to be completed in this major asset sale and the conflict between the work promotion and the key work time of the company in preparing the annual report of 2021, after careful research and friendly negotiation, all parties unanimously decided to terminate this transaction. 4、 Terminate the deliberation procedures of this major asset sale
(I) deliberations of the board of directors
The company held the 9th meeting of the 4th board of directors on February 8, 2022. All 7 directors of the company participated in the meeting and approved the proposal on terminating the sale of major assets with 7 affirmative votes, 0 negative votes and 0 abstention votes. They agreed to terminate the sale of major assets. The board of directors authorizes the company’s management to handle various specific matters related to the termination of this major asset sale.
(II) opinions of independent directors
Ms. Bei Hongjun, Ms. Yang Hua and Mr. Wang Shangli, the independent directors of the company, reviewed the relevant materials before the meeting of the board of directors, expressed their approval and agreed to submit them to the ninth meeting of the Fourth Board of directors for deliberation, and expressed independent opinions on the matters considered by the board of directors:
Since the preparation of this major asset sale, the company has actively organized relevant parties to communicate and carefully demonstrate the issues involved in this major asset sale in strict accordance with the requirements of relevant laws and regulations. In view of the large amount of work to be completed in this major asset sale, the work promotion conflicts with the key work time of the listed company in preparing the 2021 annual report. After careful research and friendly negotiation, all parties unanimously decided to terminate this transaction. The company’s decision to terminate this major asset sale is based on prudent judgment and full communication and negotiation. It will not have a significant adverse impact on the company’s operation and financial status, and there is no damage to the interests of the company and all shareholders. The relevant deliberation procedures comply with the provisions of relevant laws, regulations and the articles of association, It is agreed that the company will terminate this major asset sale.
(III) deliberation of the board of supervisors
On February 8, 2022, the company held the 6th meeting of the 4th board of supervisors. All three supervisors attended the meeting. With 3 affirmative votes, 0 negative votes and 0 abstention, the company deliberated and adopted the “on terminating the sale of major assets”
The board of supervisors considered that the review procedure of the company’s termination of this major asset sale complies with the provisions of relevant laws, regulations and the articles of association, will not have a significant adverse impact on the company’s operation and financial status, and will not damage the interests of the company and all shareholders. It agreed that the board of directors of the company terminate this major asset sale.
5、 Insider trading of company shares during self inspection
According to the provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022) and the notice on regulating the information disclosure of listed companies and the behavior of relevant parties issued by the CSRC, the insider verification scope of this transaction includes: 1. The company and its directors, supervisors Senior management and relevant informed personnel; 2. The controlling shareholders, actual controllers and their directors, supervisors, senior managers or main responsible persons and relevant informed persons of the company; 3. The counterparty and its directors, supervisors, senior managers or main responsible persons and relevant informed persons; 4. Where the handling personnel provide services for the intermediary for the sale of major assets; 5. Other legal and natural persons who know the inside information of this major asset sale; 6. Immediate relatives of the above-mentioned natural persons (refer to spouses, parents and adult children over the age of 18).
From 6 months before the first resolution on the sale of major assets to the announcement date of the resolution of the board of directors to consider and terminate the sale of major assets (hereinafter referred to as the “self inspection period”), Mr. Xu Guojun, the spouse of Ms. Bei Hongjun, the independent director of the company, once bought and sold the shares of noble bird. The details are as follows:
During the self inspection, before Ms. Bei Hongjun was elected as the independent director of the company, i.e. from May 13, 2021 to July 1, 2021, Mr. Xu Guojun bought the company’s shares for 9 times, the purchase price range was 2.24-2.60 yuan / share, and he bought 83900 shares in total, with a total amount of 209852 yuan; During the same period, Mr. Xu Guojun sold the company’s shares 9 times, with the selling price range of 2.34-2.80 yuan / share, and sold 150900 shares in total, with a total amount of 389540 yuan.
During the self inspection, after Ms. Bei Hongjun was elected as the independent director of the company, i.e. from July 2, 2021 to December 10, 2021, Mr. Xu Guojun sold the company’s shares 11 times, with the selling price range of 2.38-3.28 yuan / share, and sold 231200 shares of the company’s shares in total, with a total amount of 623452 yuan and an average selling price of 2.70 yuan / share; During the same period, Mr. Xu Guojun bought the company’s shares 24 times, with a purchase price range of 2.68-3.34 yuan / share, a total of 226200 shares of the company’s shares, a total purchase amount of 676606 yuan, and an average purchase price of 2.99 yuan / share. Mr. Xu Guojun said that the selling price of the above-mentioned shares was lower than its buying price, resulting in losses. As of the date of issuance of this verification opinion, Mr. Xu Guojun still holds shares of the company
The company attached great importance to this short-term transaction after knowing it, checked and understood the relevant situation at the first time, and Ms. Bei Hongjun and her spouse also actively cooperated and corrected it. After research, the handling of this matter and the remedial measures taken are as follows:
1. According to Article 44 of the securities law, shareholders, directors, supervisors and senior managers of listed companies and companies whose shares are traded on other national securities exchanges approved by the State Council who hold more than 5% of the shares sell their shares or other equity securities within six months after buying them, Or buy it again within six months after the sale, and the proceeds therefrom shall belong to the company, and the board of directors of the company shall recover the proceeds. The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
According to the above provisions, Mr. Xu Guojun’s behavior of selling within six months after buying and buying the company’s shares within six months after selling constitutes a short-term transaction.
2. After confirming with Ms. Bei Hongjun that the above transaction was caused by Mr. Xu Guojun’s ignorance of the provisions of relevant laws and regulations. Ms. Bei Hongjun herself was unaware of Mr. Xu Guojun’s short-term transaction and did not inform him of the company’s operation or other inside information before and after the transaction, Mr. Xu Guojun’s behavior of buying and selling the company’s shares is a decision made by his independent judgment on the trading situation of the secondary market. There is no case of trading with insider information to seek benefits. Ms. Bei Hongjun deeply blamed herself for failing to fulfill her obligation of supervision in time, and sincerely apologized to the majority of investors for the adverse impact on the company and the market. Ms. Bei Hongjun promised to further study relevant laws and regulations, regulate the behavior of herself and her immediate family members in buying and selling company shares, and prevent such situations from happening again.
3. Mr. Xu Guojun sincerely apologizes to the majority of investors for the adverse impact of this transaction on the company and the market, and voluntarily promises that he will not sell the company’s shares held by him within 12 months from the date of the last purchase of the company’s shares. If he sells these shares in the future, the income generated will be handed over to the company. 4. Ms. Hong Junzhi, the executive director and supervisor of the company, shall be informed of the trading behavior of the company’s senior directors and supervisors.
5. The company requires shareholders holding more than 5% of the company’s shares and all directors, supervisors and senior managers to further strengthen their supervision over the securities law, the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, and some provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies Learn relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange, strictly abide by relevant regulations and prevent such matters from happening again.
In view of the above situation of stock trading, Ms. Bei Hongjun issued the statement and commitment letter on stock trading by insiders with inside information on major asset restructuring, The content is as follows: “as an independent director of noble bird, I did not disclose the relevant information of this reorganization to my immediate family members. The trading of noble bird shares by my immediate family members is a normal securities investment behavior based on their own judgment. My immediate family members do not use the insider information of this reorganization for stock trading and seek illegal interests.
During the period from the planning date of this reorganization to the completion of this reorganization or the announcement of termination of this reorganization by noble bird, I will strictly abide by the provisions of relevant laws and regulations and normative documents issued by securities regulatory authorities, regulate stock trading, and will not trade noble bird shares directly or indirectly through the stock exchange market or other channels. I guarantee that there are no false records or major omissions in the above statements and commitments, and bear corresponding legal liabilities for their authenticity, accuracy and completeness in accordance with the law. “
In view of the above situation of stock trading, Mr. Xu Guojun issued the statement and commitment letter on stock trading by insiders of major asset restructuring, The contents are as follows: “As the spouse of Ms. Bei Hongjun, the independent director of noble bird, I did not participate in the planning, demonstration and decision-making of this reorganization, and did not know the relevant information of this reorganization from my immediate family members. I bought and sold noble bird shares based on my own judgment. I and my immediate family members did not use the insider information of this reorganization for stock investment Trading and seeking illegal interests.
During the period from December 10, 2021 to the completion of this reorganization or the announcement of termination of this reorganization by noble bird, I will strictly abide by the provisions of relevant laws and regulations and normative documents issued by securities regulatory authorities, regulate stock trading, and will not trade noble bird shares directly or indirectly through the stock exchange market or other channels. I guarantee that there are no false records or major omissions in the above statements and commitments, and bear corresponding legal liabilities for their authenticity, accuracy and completeness in accordance with the law. “
In addition, since the securities account under the name of Mr. Xu Guojun, the spouse of Ms. Bei Hongjun, traded the company’s shares from July 2, 2021 to December 10, 2021, which violated the provisions of Article 44 of the securities law and constituted short-term trading, according to the provisions of paragraph 2 of Article 170 of the securities law, On January 19, 2022, Fujian regulatory bureau of China Securities Regulatory Commission issued the decision on Issuing warning letter to Bei Hongjun to Ms. Bei Hongjun ([2022] No. 2).
The company and Ms. Bei Hongjun attach great importance to the decision on the above administrative supervision measures. The company will continue to urge relevant shareholders and all directors, supervisors and senior managers to take warning, further strengthen the study of relevant laws, regulations and normative documents such as the securities law, the Listing Rules of Shanghai Stock Exchange and strictly abide by them
