Securities code: 002642 securities abbreviation: Ronglian Group Ltd(002642) Announcement No.: 2022-012 Ronglian Group Ltd(002642)
Progress announcement on change of control
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. On January 15, 2021, Shandong Jingda Technology Industry Development Co., Ltd. (hereinafter referred to as “Shandong Jingda”) signed the share transfer framework agreement with Mr. Wang Donghui and Ms. Wu Min, and transferred 53606425 shares of Ronglian Group Ltd(002642) (hereinafter referred to as ” Ronglian Group Ltd(002642) “, “listed company” or “company”) jointly held by Mr. Wang Donghui and Ms. Wu Min in cash, These shares are transferred in two batches: 26803212 shares are transferred in the first batch; 26803213 shares were transferred in the second batch. As of March 25, 2021, the transfer registration procedures for the above first batch of shares have been completed, with a total of 26803212 shares, all of which are non tradable shares. According to the relevant provisions of the share transfer framework agreement and voting right entrustment agreement signed by Mr. Wang Donghui, Ms. Wu Min and Shandong Jingda, the voting right entrustment of all the company’s shares other than the shares involved in the first batch of share transfer agreement will take effect, and the controlling shareholders and actual controllers of the listed company have changed. Shandong Jingda became the controlling shareholder of the company, and the state-owned capital management office of Jining high tech Zone became the actual controller of the company. For details, please refer to the company’s website on March 27, 2021（ http://www.cn.info.com.cn. ）The announcement on the cancellation of pledge and completion of transfer registration of some shares of controlling shareholders and change of control of the company (Announcement No.: 2021-037) disclosed.
2. Shandong Jingda negotiated and reached an agreement with Mr. Wang Donghui and Ms. Wu Min that the transfer method of the second batch of shares agreed in the share transfer framework agreement (hereinafter referred to as the “original agreement”) was changed from agreement transfer to block transaction transfer in batches.
According to the requirements of the current rules for the handling of share agreement transfer business of listed companies, the original agreement agreed that Ms. Wu Min transferred her Ronglian Group Ltd(002642) 26803213 shares to Shandong Jingda through agreement transfer. In order to continue to promote the share transfer agreed in the original agreement, Mr. Wang Donghui and Ms. Wu Min negotiated and reached an agreement with Shandong Jingda. The transfer method of the second batch of shares agreed in the original agreement was changed from agreement transfer to block transaction transfer in batches. Mr. Wang Donghui, Ms. Wu Min, Shandong Jingda and Jining high tech Zone Jingke development microfinance Co., Ltd. signed the share transfer agreement on November 16, 2021. For details, please refer to the company’s website on November 18, 2021（ http://www.cn.info.com.cn. ）The disclosed progress announcement on change of control (Announcement No.: 2021-115).
Since the company completed the repurchase and cancellation of a total of 2.83 million restricted shares granted under the 2020 stock option and restricted stock incentive plan in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on September 8, 2021 and December 1, 2021, the total share capital of the company is reduced to 667250313 shares. Therefore, the proportion of shares directly held by Shandong Jingda is 4.02%, and the proportion of voting rights held by Shandong Jingda in listed companies is changed to 21.75%; Ms. Wu Min plans to transfer the second batch of 26803213 shares, accounting for 4.02% of the current total share capital of the company.
According to the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and other laws and regulations, 26803213 shares to be transferred by Ms. Wu Min will be carried out through multiple block transactions, Specifically, both parties shall negotiate friendly and arrange the transaction in accordance with the relevant laws and regulations at that time.
This transaction is the first block transaction conducted by both parties in accordance with the share transfer agreement and relevant laws and regulations.
3. This transaction and change will not affect the normal production and operation of the company, and there is no situation damaging the interests of the company and minority shareholders.
4. For the transaction progress and follow-up matters between Ms. Wu Min and Shandong Jingda, the company will timely perform the obligation of information disclosure according to the progress.
1、 Progress of this block transaction and change of control
Recently, the company learned that Ms. Wu Min and Shandong Jingda have completed the first block transaction, reducing the company’s shares by 4494690 shares, accounting for 0.6736% of the company’s total share capital of 667250313 shares in the current period. The specific transactions are as follows:
Shareholder name transaction method transaction direction transaction time transaction quantity transaction price proportion in total share capital of the company (share) (yuan / share)
Shandong Jingda purchase
Block trading 4494690 6.30 0.6736% sold by Wu Min on February 11, 2022
Before and after this block transaction, the changes of shares held by Shandong Jingda, Ms. Wu Min and Mr. Wang Donghui, who acted in concert, are as follows:
Before and after this transaction
Shareholders are entitled to vote
Name number of shares held number of shares holding shares entitled to vote number of shares holding shares entitled to vote (shares) proportion (shares) proportion (shares) proportion (shares) proportion (shares) proportion
Shandong Jingda 26803212 4.02% 145128677 21.75% 31297902 4.69% 145128677 21.75%
Wu Min 37857107 5.67% 0.00% 33362417 5.00% 0.00%
Wang Donghui 80468358 12.06% 0.00% 80468358 12.06% 0.00%
Note: the above proportions are calculated by rounding to two decimal places.
2、 Impact of this transaction on the company
1. This transaction is conducive to consolidating the controlling position of Shandong Jingda, integrating the resource advantages of the company, improving the corporate governance ability, anti risk ability and profitability, as well as the healthy and sustainable development of the company, without damaging the interests of minority shareholders.
2. The performance and change of the above transactions and related agreements will not have an impact on the normal production and operation of the company, nor will it lead to the situation that the listed company is not independent of its controlling shareholders, actual controllers and other enterprises controlled by it in terms of business, assets, finance, personnel and institutions, nor will it lead to significant changes in the operation and management of the company’s business.
3、 Other instructions
1. The implementation of this transaction does not violate the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board The provisions of laws, regulations, normative documents and relevant agreements, such as several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, have not violated relevant commitments.
2. The subsequent block trading time shall be conducted by both parties in accordance with the relevant laws and regulations at that time. There is still uncertainty whether the specific trading matters can be implemented smoothly. The company will continue to pay attention to the progress of relevant matters and urge the relevant parties of the transaction to timely perform the obligation of information disclosure according to relevant regulations. Please pay attention to relevant announcements and pay attention to investment risks.
3. The information disclosure media designated by the company are securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）, all information of the company shall be subject to the information published in the above media.
4、 Documents for future reference
1. Details of shareholding changes of China Securities Depository and Clearing Co., Ltd
It is hereby announced.
Ronglian Group Ltd(002642) board of directors February 15, 2002
