Securities code: 603612 securities abbreviation: Sunstone Development Co.Ltd(603612) Announcement No.: 2022-005 Sunstone Development Co.Ltd(603612)
Suggestive announcement on the increase of persons acting in concert by controlling shareholders and the transfer of shares between persons acting in concert
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.
Important content tips:
Due to the needs of personal asset planning, Mr. Lang Guanghui, the controlling shareholder of Sunstone Development Co.Ltd(603612) (hereinafter referred to as “the company”), plans to provide private equity products to Guangzhou Xuanyuan Investment Management Co., Ltd. – Xuanyuan Kexin No. 181 private equity securities investment fund (hereinafter referred to as “Xuanyuan Kexin No. 181”) No. 182 shares held by xuanke action Securities Co., Ltd. (hereinafter referred to as “xuanke action”) have been consistent with the private equity management agreement of Guangzhou Xinke action Securities Co., Ltd. (No. 182 shares held by xuanke action), which has been signed by Mr. xuanke action Co., Ltd. (hereinafter referred to as “xuanke action”). This equity change refers to the share transfer between the controlling shareholder of the company and the person acting in concert, which does not involve the reduction of holdings to the market, does not involve the tender offer, will not lead to the change of the total number and proportion of shares held by the controlling shareholder and the person acting in concert, and will not lead to the change of the controlling shareholder and the actual controller of the company.
Proposed transfer period: within three months after three trading days from the date of disclosure of this announcement, i.e. from February 16, 2022 to May 15, 2022 (except for the period during which reduction is prohibited according to the relevant provisions of the CSRC and Shanghai Stock Exchange).
1、 Overview of this internal transfer plan
The company recently received the notification letter on the plan to increase persons acting in concert and transfer shares between persons acting in concert from the controlling shareholder Mr. Lang Guanghui. Due to the needs of personal asset planning, Mr. Lang Guanghui plans to transfer no more than 9198714 shares, i.e. no more than 2.00% of the total share capital of the company, to Xuanyuan Kexin No. 181 and Xuanyuan Kexin No. 182 by block transaction, Mr. Lang Guanghui has signed the agreement on concerted action with him to establish a relationship of concerted action. The holders and beneficiaries of Xuanyuan Kexin 181 and Xuanyuan Kexin 182 are Mr. Lang Guanghui.
The equity change involved in this plan refers to the transfer of shares between the controlling shareholder and the person acting in concert of the company, does not involve the reduction of shares to the market, does not touch the tender offer, and will not lead to the change of the total number and proportion of shares held by the controlling shareholder and the person acting in concert of the company. Before the implementation of the plan, the controlling shareholder of the company, Mr. Lang Guanghui, and the person acting in concert, Ms. Wang Ping, held 182730115 shares of the company, accounting for 39.73% of the total share capital of the company. After the implementation of the plan, the total number of shares held by the controlling shareholder of the company, Mr. Lang Guanghui and the persons acting in concert, Ms. Wang Ping, Xuanyuan Kexin No. 181 and Xuanyuan Kexin No. 182, is still 182730115 shares, accounting for 39.73% of the total share capital of the company.
2、 Main contents of this internal transfer plan
1. Source of shares to be transferred: shares held by the company before its initial public offering and its breeding shares.
2. Nature of the shares to be transferred: unlimited sale of tradable shares.
3. Reasons for transfer: personal asset planning needs.
4. Transfer method: block transaction.
5. Transfer price: determined according to the market price at the time of transfer.
6. Proposed transfer period: within three months after three trading days from the date of disclosure of this announcement, i.e. from February 16, 2022 to May 15, 2022 (except for the period during which reduction is prohibited according to the relevant provisions of the CSRC and Shanghai Stock Exchange).
7. Number and proportion of shares to be transferred: no more than 9198714 shares, accounting for 2.00% of the total share capital of the company. If there are share changes during the implementation of the plan, such as share distribution, conversion of capital reserve into share capital, the number of shares to be transferred will be adjusted accordingly.
8. Transferee of shares: Xuanyuan Kexin No. 181 and Xuanyuan Kexin No. 182.
3、 Specific agreement on concerted action
Party A: Lang Guanghui
Party B: xuanyuankexin No. 181, xuanyuankexin No. 182
1. Within the period agreed in the agreement, if Party B exercises the shareholders’ rights of the listed company, including but not limited to: the right to convene the general meeting of shareholders, the right to propose, the right to vote, the right to nominate, etc., Party A’s opinion shall be taken as the final opinion, and Party B shall not make any expression of intention or act inconsistent with Party A’s expression of intention.
2. During the period of concerted action, Party B agrees to fully entrust Party A with the exercise of shareholders’ voting rights, proposal rights, nomination rights, convening rights and other rights when exercising shareholders’ rights, and Party B does not need to issue a written power of attorney to Party A. If the format of the documents submitted by Party B to the shareholders’ meeting or the regulatory authority of the Shanghai Stock Exchange is required to meet the requirements of the registration of the new company, but it is not limited to the format required by the regulatory authority of the Shanghai Stock Exchange, Party B shall issue the power of attorney and other necessary legal documents according to the requirements of Party A or Sunstone Development Co.Ltd(603612) .
3. Any change in the company’s shares held by Party B, including but not limited to share transfer, share pledge or the establishment of other third-party rights and interests, can be carried out only with the prior written consent of Party A. The merger of shares held by Party A and Party B shall be governed by the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shanghai Stock Exchange and other relevant laws and regulations. If relevant laws, regulations and normative documents are revised or newly promulgated at that time, the provisions in force at that time shall prevail.
4、 Description of relevant matters
1. Mr. Lang Guanghui will decide whether to implement the plan according to personal asset planning and other situations. There are uncertainties in the transfer time, quantity and transaction price of the plan, as well as whether to complete the implementation on schedule. The company will disclose information in time according to the progress of the plan.
2. The plan complies with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of the acquisition of listed companies, the rules for the administration of the shares of the company held by the directors, supervisors and senior managers of listed companies and their changes, and the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 8 – management of share changes.
3. The equity change involved in this plan refers to the internal transfer of shares between the controlling shareholders of the company and the persons acting in concert through block transactions, which does not involve the reduction of shares to the market or the tender offer, which will not lead to the change of the total number and proportion of shares held by the controlling shareholders and the persons acting in concert of the company, and will not lead to the change of the controlling shareholders and actual controllers of the company.
4. The equity changes involved in this plan will not have an impact on the company’s business strategy, business model, financial status and solvency.
5. The company will continue to pay attention to the implementation progress of the plan, urge relevant information disclosure obligors to comply with the provisions of relevant laws and regulations, departmental rules and normative documents, and timely perform the obligation of information disclosure.
It is hereby announced.
Sunstone Development Co.Ltd(603612) board of directors February 11, 2022
