Securities code: 300004 securities abbreviation: Nanfang Ventilator Co.Ltd(300004) Announcement No.: 2022-004 Nanfang Ventilator Co.Ltd(300004)
Progress announcement on the proposed change of control
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of the proposed change of control
Mr. Yang Zijiang and Mr. Yang zewen, the controlling shareholders and actual controllers of Nanfang Ventilator Co.Ltd(300004) (hereinafter referred to as “the company”), and Mr. Qiu Yunlong, the shareholder of more than 5%, signed the share transfer agreement with Guangdong Nanhai holding Investment Co., Ltd. (hereinafter referred to as “Nanhai holding”) on December 31, 2021 The 63 million shares of the company (accounting for 13.13% of the total share capital of the company) held by Mr. Qiu Yunlong were transferred to Nanhai holdings by agreement. After the transfer of shares under this agreement is completed, the controlling shareholder of the company will be changed to Nanhai holding, and the actual controller will be changed to Nanhai District State owned assets supervision and Administration Bureau of Foshan City.
The specific contents of the above matters are detailed in the relevant announcement disclosed by the company on cninfo.com, the gem information disclosure media designated by the CSRC on January 4, 2022.
2、 Progress
The company recently received the letter of decision on no further review of antitrust review of concentration of business operators (anti execution second review decision [2022] No. 95) issued by the State Administration of market supervision and administration forwarded by Nanhai holdings. The specific contents of the letter of decision are as follows:
“According to the provisions of Article 25 of the anti monopoly law of the people’s Republic of China, after preliminary examination, it is decided that no further examination will be conducted on the case of guangnanhai holding Investment Co., Ltd. acquiring Nanfang Ventilator Co.Ltd(300004) equity. Your company can implement concentration from now on. The case involves other matters other than the anti liquidation examination in the business cluster, which shall be handled in accordance with relevant laws.”
3、 Description of other matters
As of the date of this announcement, the shares transferred this time have still been pledged; The transaction still needs to obtain the examination and approval of the competent State-owned Assets Administration Department, pass the compliance confirmation of Shenzhen Stock Exchange, and apply for the registration of share transfer. Whether the relevant matters can be finally implemented and the implementation results are still uncertain.
The company will pay close attention to the progress of relevant matters and fulfill the obligation of disclosure in time. The information disclosure media designated by the company are cninfo.com and Shanghai Securities News. All information of the company shall be subject to the announcement published in the above designated media. Please invest rationally and pay attention to risks.
It is hereby announced.
Nanfang Ventilator Co.Ltd(300004)
Board of directors
February 9, 2002
