Securities abbreviation: Zhejiang Kan Specialities Material Co.Ltd(002012) securities code: 002012 Announcement No.: 2022-002 Zhejiang Kan Specialities Material Co.Ltd(002012)
Progress on judicial freezing of some shares of controlling shareholders
And pre disclosure announcement of possible passive reduction
Kane Group Co., Ltd. guarantees that the information provided to the company 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 those provided by the information disclosure obligor. Special tips:
1. Zhejiang Kan Specialities Material Co.Ltd(002012) (hereinafter referred to as “the company”), the controlling shareholder of Kane Group Co., Ltd. (hereinafter referred to as “Kane group”) and the case of loan contract dispute between investment partnership (limited partnership) at No. 7, Bi’An Avenue, Shenzhen has been finally decided. Recently, the final judgment has expired and entered into force. Because Cairn group lost the lawsuit, its 14438392 shares of the company (accounting for 3.09% of the total share capital of the company) may be subject to judicial enforcement, resulting in its passive reduction of shares of the company. The above shares were judicially frozen by the higher people’s Court of Guangdong Province in December 2018. For details, see the announcement on judicial freezing and judicial waiting freezing of the shares of the company held by the controlling shareholder (Announcement No.: 2019-002) on January 12, 2019, the announcement on reply to the letter of concern of Shenzhen Stock Exchange (Announcement No.: 2019-004) on January 26, 2019 Announcement on the progress of lifting the judicial waiting freeze and judicial waiting freeze of some shares of controlling shareholders (Announcement No.: 2019-047) on May 17, 2019 and announcement on the judicial waiting freeze of shares of the company held by controlling shareholders (Announcement No.: 2019-074) on October 31, 2019.
2. The shareholder Kane group, who holds 82238392 shares of the company (accounting for 17.59% of the total share capital of the company), may passively reduce its holdings this time. There are uncertainties in the reduction time, reduction quantity, reduction method and reduction price. The actual reduction shall be subject to the final execution of the court.
The company recently received a notification letter from the controlling shareholder Kane group. According to the Supreme People’s Court of the people’s Republic of China (2020) supreme law Minzhong No. 1264 civil judgment, the case of loan contract dispute between Kane group and investment partnership (limited partnership) at No. 7, Bi’An Avenue, Shenzhen has been finally decided, and the final judgment has expired and entered into force recently. Because Cairn group lost the lawsuit, its 14438392 shares of the company (accounting for 3.09% of the total share capital of the company) may be subject to judicial enforcement, resulting in Cairn group’s passive reduction of shares of the company. The specific matters are hereby announced as follows:
1、 Basic information of shareholders
1. Name of shareholder: Kane Group Co., Ltd
2. Total number of shares held by shareholders and proportion in the total share capital of the company: as of the disclosure date of this announcement, Kane group directly held 82238392 shares of the company, accounting for 17.59% of the total share capital of the company. Zhejiang Kairong Special Paper Co., Ltd., acting in concert with Kane group, directly holds 34667917 shares, accounting for 7.41% of the total share capital of the company. Kane group and Zhejiang Kairong Special Paper Co., Ltd., acting in concert, hold 116906309 shares of the company, accounting for 25.00% of the total share capital of the company.
3. Judicial freezing of shares held by shareholders: all 82238392 shares of the company directly held by Cairn group are subject to judicial freezing and judicial waiting freezing, as shown in the following table:
(1) The judicial freezing of shares is as follows:
Is it
Controlling share capital sub frozen shareholder Mingdong or no. judicial freezing judicial freezing judicial freezing execution accounts for a large number of shares (shares) date unfreezing date pedestrian name holding shareholders and their proportion
moving
Kane collection December 2018 November 2024 senior manager of Guangdong Province
Group Co., Ltd. is a 1.56% company of the people’s Court on June 18, 1280
Kane collection December 2018 November 2024 senior manager of Guangdong Province
Group Co., Ltd. is a 1.80% company of the people’s Court on August 18, 1480000
Kane collection December 2018 November 2024 senior manager of Guangdong Province
Group Co., Ltd. is a 14.20% company of the people’s Court on June 18, 11678186
Kane collection December 2018 November 2024 Shenzhen, Guangdong Province
Group Co., Ltd. is the Municipal Intermediate People’s 8.51% company Court on January 27 and 28
Kane collection December 2018 November 2024 Shenzhen, Guangdong Province
Group Co., Ltd. is a 26.75% company court of the Municipal Intermediate People’s Court on June 27 and 28
Kane collection December 2018 November 2024 Shenzhen, Guangdong Province
Group Co., Ltd. is a 25.90% company court of the Municipal Intermediate People’s Court on June 27 and 28
Kane collection December 2018 November 2024 Shenzhen, Guangdong Province
Group Co., Ltd. is the 21.28% company court of the Municipal Intermediate People’s Court on 27 and 28 August 17.5 million
Total 82238392 100%
(2) The situation of shares being frozen by judicial waiting is as follows
Is it
Holding share capital waiting for frozen shares or the waiting period of the second waiting for frozen shares accounts for a large number of shares (shares) (month) entrustment date waiting for shares held by the authority and its cases
Consistent line
moving
Kane Shenzhen, Guangdong Province
The group is 14438392 36. On December 27, 2018, the Municipal Intermediate People’s court held 17.56% limited liability
Company Kane
The group is 82238392 36 January 2019 Beijing Chaoyang 100% Co., Ltd. 11 District People’s court
Company Kane
The group is the 82238392 36 people’s Court of Guangdong higher 100% Co., Ltd. on October 17, 2019
company
Kane Beijing Third
The group is 53060206 36 September 2020 intermediate people’s law 64.52% limited 14 day court
company
2、 Main contents of this possible passive reduction
(I) possible passive reduction
1. Reasons for passive reduction: failure in the final adjudication of loan contract disputes may lead to judicial enforcement.
2. Source of shares: the shares acquired by Cairn group before the initial public offering of the company and the shares increased accordingly due to the conversion of capital reserve into share capital after the listing.
3. Number of shares to be reduced: no more than 14438392 shares (accounting for 3.09% of the total share capital of the company). If there are ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, share allotment and so on during the planned reduction period, the number of shares reduced will be adjusted accordingly.
4. Reduction period: it is uncertain when the enforcement court will start the judicial enforcement procedure.
5. Reduction methods: centralized bidding trading, block trading, judicial auction and other methods permitted by laws and regulations may be adopted for reduction, which shall be finally determined by the notice of the Executive Court.
6. Reduction price: it is temporarily uncertain due to the particularity of judicial execution, the market price of reduction time and transaction mode.
(II) Cairn group has not made any commitment to the reduction of its shares in the company, and the proposed passive reduction does not violate the relevant commitments previously disclosed by Cairn group on avoiding horizontal competition, regulating related party transactions with listed companies and ensuring the independence of listed companies. As of the date of this announcement, Cairn group is actively seeking solutions and strengthening communication with relevant parties, but does not rule out the risk that its shares in the company will continue to be forcibly reduced during the communication process. According to the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, the company has fulfilled the relevant prompt obligations in advance, and the subsequent companies will continue to follow up the reduction of shares held by Cairn group, And urge them to strictly abide by the relevant laws and regulations on reduction.
3、 Relevant risk tips
1. Kane group is the controlling shareholder of the company. The proposed reduction will not change the control of the company, nor will it have a significant impact on the corporate governance structure and sustainable operation.
2. The share reduction plan is a passive reduction, and there is still uncertainty about the specific reduction time, quantity, method and price. Therefore, there may be a risk of violating the relevant normative documents issued by the CSRC and Shenzhen Stock Exchange.
3. The company will continue to pay attention to the progress of this matter. If the reduction is implemented passively, The board of directors of the company will urge relevant parties to strictly abide by the provisions of the company law, the securities law, several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant regulations and normative documents, and timely fulfill the obligation of information disclosure.
4. The information disclosure media designated by the company are securities times, Shanghai Securities News and http://www.cn.info.com.cn, All information of the company is subject to the information published in the above designated media. Please invest rationally and pay attention to investment risks.
4、 Documents for future reference 1. Notification letter of controlling shareholder; 2. Supreme People’s Court (2020) supreme law Minzhong No. 1264 civil judgment. It is hereby announced.
Zhejiang Kan Specialities Material Co.Ltd(002012) board of directors February 8, 2022
