Nanya New Material Technology Co.Ltd(688519)
Simplified equity change report (II)
Name of listed company: Nanya New Material Technology Co.Ltd(688519) place of stock listing: Shanghai Stock Exchange Stock abbreviation: Nanya New Material Technology Co.Ltd(688519) Stock Code: 688519 information disclosure obligor: Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund mailing address: 2711 Kaiyuan Building, 7001 Beihuan Avenue, Futian District, Shenzhen nature of equity change: increase in shares (change of share holding mode through transfer agreement) signing date: February 9, 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 public securities companies No. 15 – Report on changes in equity and relevant laws and regulations.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this 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 report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Nanya New Material Technology Co.Ltd(688519) . As of the signing date of this report, in addition to the information disclosed in this report, the information disclosure obligor reduced 1561321 shares of Nanya New Material Technology Co.Ltd(688519) shares through centralized bidding transaction from December 3, 2021 to January 10, 2022, accounting for 0.6661% of the total share capital of Nanya New Material Technology Co.Ltd(688519) .
4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and is legally liable for its authenticity, accuracy and completeness.
catalogue
interpretation…… Section 1 Introduction to information disclosure obligors Section II purpose of equity change and shareholding plan Section III equity change method Section IV trading of listed shares in the first six months Section V other major matters Section VI declaration of information disclosure obligor Section VII documents for future reference 12 Schedule 1 sixteen
interpretation
In this report, unless the context specifies, the following abbreviations have the following meanings:
Company / listed company / Nanya New Material Technology Co.Ltd(688519) refers to Nanya New Material Technology Co.Ltd(688519)
Information disclosure obligor / humon Qicheng refers to Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon No. 1 Fund / transferee Qicheng No. 1 private securities investment fund
Xiamen Yaonan / transferor refers to Xiamen Yaonan enterprise management partnership (limited partnership)
Equity change report / this report refers to Nanya New Material Technology Co.Ltd(688519) short form equity change report (II)
On February 9, 2022, the information disclosure obligor passed the agreement
Transfer and transfer of Xiamen Yaonan enterprise management partnership (if any)
This equity change refers to the Nanya New Material Technology Co.Ltd(688519) tradable shares held by limited partnership)
12430279 shares, accounting for 5.3030% of the total share capital of Nanya New Material Technology Co.Ltd(688519)
Equity change of shares
Securities Law of the people’s Republic of China
Company Law refers to the company law of the people’s Republic of China
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Zhongdeng company refers to Shanghai Branch of China Securities Depository and Clearing Co., Ltd
Note: if there are differences in the mantissa between the sum of some total figures and each detailed figure in this report, these differences are caused by rounding.
1、 Basic information of information disclosure obligor
(I) basic information
Enterprise name: Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Legal representative: Ma Changhai
Unified social credit Code: 91440300ma5dbggl5r
Date of establishment: April 26, 2016
Registered capital: 10 million yuan
Enterprise type: limited liability company
Business term: April 26, 2016 to January 1, 5000
Business scope: general business items are: entrusted asset management, investment management (not engaged in trust, financial asset management, securities asset management and other restricted items)
(II) basic information of the principal of the information disclosure obligor
Name: Ma Changhai
Gender: Male
Nationality: Chinese nationality
ID number: 370724197708104310
Title: General Manager
Long term residence: Shenzhen City, Guangdong Province
Whether to obtain the right of residence in other countries or regions: no
2、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the issuance date of this report, the information disclosure obligor has no shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section II purpose of equity change and shareholding plan
1、 Purpose of this equity change
The information disclosure obligor transfers the Nanya New Material Technology Co.Ltd(688519) shares held by Xiamen Yaonan by means of share agreement transfer, with the purpose of asset management of the transferred shares.
2、 Shareholding plan of information disclosure obligor in the next 12 months
As of the signing date of this report, except for the transfer of this agreement, the information disclosure obligor has no plan to increase its equity in the listed company in the next 12 months.
In case of relevant equity changes in the future, the information disclosure obligor will perform relevant approval procedures and information disclosure obligations in strict accordance with the requirements of laws and regulations.
Section III changes in equity
1、 Basic information on changes in rights and interests of information disclosure obligors
(I) before this equity change, the information disclosure obligor did not hold shares of the listed company.
(II) after this equity change, the information disclosure obligor holds 12430279 shares of the company, accounting for 5.3030% of the total share capital of the company.
Hengbang Qicheng No. 1 fund managed by Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. transferred Nanya New Material Technology Co.Ltd(688519) shares held by Xiamen Yaonan through agreement to become Nanya New Material Technology Co.Ltd(688519) shareholders. Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd., as the manager, exercised the investor rights formed by private securities investment funds.
The details are as follows:
Shareholding before this equity change shareholding after this equity change
Name of shareholder
Proportion of shares (shares) in total share capital proportion of shares (shares) in total share capital
Humon Qicheng No.1 fund 0.00% 12430279 5.3030%
2、 Main contents of the share transfer agreement
On February 9, 2022, Xiamen Yaonan signed the share transfer agreement with Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund, the main contents of which are as follows:
(I) agreement subject
Party A (transferor): Xiamen Yaonan enterprise management partnership (limited partnership)
Party B (transferee): Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund
(II) main terms of the agreement
1. Transfer of shares
The transferor agrees to transfer 12430279 shares of Nanya New Material Technology Co.Ltd(688519) non tradable shares (hereinafter referred to as “subject shares”) held by it to the transferee in accordance with the conditions specified in the equity transfer agreement, accounting for 5.3030% of the total share capital of the company. The transferee agrees to transfer the subject shares in accordance with the conditions stipulated in the equity transfer agreement.
2. Transfer price of subject shares
Both parties agree to transfer the equity at the price of 32.00 yuan / share, as follows:
Transferor transferee transferred shares transfer price total transfer amount
(share) (yuan / share) (yuan)
Xiamen Yaonan Hengbang Qicheng No.1 fund 12430279 32.00 397768928.00
3. Transfer of shares and payment of transfer funds
Both parties to the transfer shall handle the share delivery procedures as soon as possible and cooperate to complete the transfer of the subject shares to the transferee’s securities account. Within 30 natural days from the date of signing the equity transfer agreement, the transferee shall pay 50% of the equity transfer money to the bank account designated by the transferor, and the transferee shall pay all the remaining equity transfer money to the transferor within 90 natural days from the date of transferring all the subject shares to the transferee’s securities account. The transferor shall notify the transferee in writing of the collection account designated by the transferor. 4. Taxes and other
Both parties shall bear their own costs, statutory taxes, etc. arising from or related to their negotiation, signing or completion of this Agreement and all matters expected or related to this agreement.
3、 Is there any other arrangement for this equity change
As of the signing date of this report, there are no other special conditions attached to this share transfer except those disclosed in this report. There are no other arrangements for the exercise of the voting rights of Nanya New Material Technology Co.Ltd(688519) shares, and there are no other arrangements for the remaining shares in which the transferor has an interest in Nanya New Material Technology Co.Ltd(688519) .
4、 The time and method of the change of shares in which the information disclosure obligor has an interest in the listed company due to the change of equity
(I) time of equity change
The time for the change of shares in which the information disclosure obligor has an interest in the listed company due to the transfer of shares agreement is the date when Xiamen Yaonan and Hengbang Qicheng No. 1 fund jointly complete the equity transfer registration procedures at the securities registration authority.
(II) method of equity change
The way of this equity change is agreement transfer.
5、 Approval procedures involved in this share transfer
The share transfer agreement still needs the compliance confirmation of Shanghai Stock Exchange and the transfer procedures in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
6、 Restrictions on the rights of shares held by the information disclosure obligor
As of the signing date of this report, the Nanya New Material Technology Co.Ltd(688519) shares held by the information disclosure obligor have no rights restrictions, including but not limited to the pledge and freezing of shares.
Section IV trading of listed shares in the first six months
As of the six months before the signing date of this report, except for the equity changes involved in this report, the information disclosure obligor has not traded Nanya New Material Technology Co.Ltd(688519) shares.
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 are no other major information that should be disclosed but not disclosed in order to avoid misunderstanding of the content of this report, as well as other information that is required to be disclosed by the CSRC or the stock exchange according to law.
Section VI declaration of information disclosure obligor
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.
It is hereby declared.
Information disclosure obligor: Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund legal representative: Ma Changhai February 9, 2022
Section VII documents for future reference
1、 Documents for future reference
1. Business license of information disclosure obligor;
2. Identification documents of the principal of the information disclosure obligor;
