Short form equity change report
Name of listed company: Ronglian Group Ltd(002642) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Ronglian Group Ltd(002642) Stock Code: 002642 information disclosure obligor: Wu Min address: Chaoyang District, Beijing * * * * mailing address: building 106, yard 10, Jiuxianqiao North Road, Chaoyang District, Beijing ( Ronglian Group Ltd(002642) building) Concerted action of information disclosure obligor: Wang Donghui domicile: Chaoyang District, Beijing * * * * mailing address: building 106 ( Ronglian Group Ltd(002642) building), yard a 10, Jiuxianqiao North Road, Chaoyang District, Beijing share change nature: decrease
Signed on: February 11, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor has prepared this report in accordance with the securities 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 contents and forms of information disclosure by companies offering securities to the public 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, the measures for the administration of the acquisition of listed companies and the standards for the content and format of information disclosure by companies that publicly issue securities No. 15 – Report on changes in equity, This report has fully disclosed the changes in the shares of the interests of the information disclosure obligor and its persons acting in concert in Ronglian Group Ltd(002642) (hereinafter referred to as “listed company” or ” Ronglian Group Ltd(002642) “). As of the signing date of this report, except for the shareholding information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Ronglian Group Ltd(002642) by any other means.
4、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person 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 will bear individual and joint legal liabilities for the authenticity, accuracy and completeness.
catalogue
The disclosure obligor declares that Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose of equity change and shareholding plan Section IV equity change method 6 section V Trading of listed shares in the first six months Section VI other major matters Section 7 documents for future reference 13 attached table: fifteen
Section I interpretation
In this report, unless the context specifies, the following abbreviations have the following meanings: the information disclosure obligor, the transferor and the entrusting party refer to Wu Minfang, and the person acting in concert of the information disclosure obligor refers to Wang Donghui
Ronglian Group Ltd(002642) , company and listed company refer to Ronglian Group Ltd(002642)
This report and equity change report refer to Ronglian Group Ltd(002642) short form equity change report
Shandong Jingda, transferee and trustee refer to Shandong Jingda Technology Industry Development Co., Ltd
Wang Donghui and Wu Min transferred 26803212 shares to Shandong Jingda, accounting for 4% of the total shares of the listed company. As of March 25, 2021, the first batch of shares and the first batch of transferred shares means that the transfer registration procedures of the above shares have been completed. (after the company completes the repurchase and cancellation of restricted shares, as of the date of signing this report, the above first batch of shares account for 4.02% of the total shares of the company)
Wu Min transferred the remaining 4% shares to Shandong Jingda, i.e. transferred the second batch of shares to Shandong Jingda and assigned 26803213 shares to the second batch of transferred shares. (after the company completes the repurchase and cancellation of restricted shares, as of the date of signing this report, the above shares account for 4.02% of the total shares of the company)
The share transfer framework agreement signed by Shandong Jingda Technology Industry Development Co., Ltd., Wang Donghui and Wu Min refers to the share transfer framework agreement on Ronglian Group Ltd(002642) signed by the government
Wu Min, Wang Donghui and Shandong Jingda science and Technology Industry Development Co., Ltd. share transfer agreement refers to the share transfer agreement signed by Jining high tech Zone Jingke development microfinance Co., Ltd
Voting power entrustment agreement refers to the voting power entrustment agreement signed by Shandong Jingda Technology Industry Development Co., Ltd., Wang Donghui and Wu min
The conditional effective share subscription agreement between Ronglian Group Ltd(002642) and Shandong Jingda technology industry refers to the conditional effective share subscription agreement of the Development Co., Ltd. on the funds raised by non-public offering of shares
Debt replacement agreement refers to the debt replacement agreement between Shandong Jingda Technology Industry Development Co., Ltd., Wang Donghui and Wu Minzhi
The fund support framework agreement refers to the fund support framework agreement between Shandong Jingda Technology Industry Development Co., Ltd. and Ronglian Group Ltd(002642) Group Co., Ltd
This offering and this non-public offering refer to the non-public offering of A-Shares by Ronglian Group Ltd(002642) to Shandong Jingda
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: some data in this report may be inconsistent with the mantissa of the sum of relevant single data due to rounding.
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
1. Information disclosure obligor: Wu Min
Name: Wu Min
Gender female
Nationality China
ID number 3201061967********
Address: Chaoyang District, Beijing****
Mailing address: building 106 ( Ronglian Group Ltd(002642) building), yard 10, Jiuxianqiao North Road, Chaoyang District, Beijing
Tel: 010-62602000
Have you obtained the right of abode in other countries or regions
2. Concerted action of information disclosure obligor: Wang Donghui
Name: Wang Donghui
Gender male
Nationality China
ID number 1101081966********
Address: Chaoyang District, Beijing****
Mailing address: building 106 ( Ronglian Group Ltd(002642) building), yard 10, Jiuxianqiao North Road, Chaoyang District, Beijing
Tel: 010-62602000
Have you obtained the right of abode in other countries or regions
Current Ronglian Group Ltd(002642) co Chairman
Mr. Wang Donghui and Ms. Wu Min are husband and wife, acting in concert and shareholders holding more than 5% of the company.
2、 Information disclosure obligors holding and controlling more than 5% of the issued shares of other listed companies
As of the signing date of this report, Ms. Wu Min, the information disclosure obligor, has not held or controlled more than 5% of the total shares issued by other domestic or overseas listed companies.
As of the signing date of this report, Mr. Wang Donghui, the person acting in concert of the information disclosure obligor, holds 5969128 shares of Xi’an Juguang Technology Co., Ltd. (securities code: 688167), with a shareholding ratio of 6.64%. Section III purpose of equity change and shareholding plan
1、 Reason and purpose of this equity change
The reason for the change of the rights and interests of the information disclosure obligors is the performance of the second batch of share transfer matters agreed in the share transfer framework agreement and the share transfer agreement, and the passive change of the shareholding proportion of the information disclosure obligors caused by the reduction of the total share capital caused by the company’s repurchase and cancellation of restricted shares during the period.
2、 The information disclosure obligor will increase or continue to reduce its equity shares in the listed company in the next 12 months
Shandong Jingda negotiated and reached an agreement with the information disclosure obligor, and the second batch of share transfers were carried out in batches in the form of block transactions.
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 of the second batch of shares to be transferred by the information disclosure obligor will be carried out in batches through block trading, Specifically, both parties shall negotiate friendly and arrange the transaction in accordance with the relevant laws and regulations at that time. As of the signing date of this report, except as stipulated in the share transfer framework agreement and the share transfer agreement, the information disclosure obligor has no other plans to increase or continue to reduce its shares in the listed company in the next 12 months. In case of relevant equity changes, the information disclosure obligor will perform relevant approval procedures and information disclosure obligations in strict accordance with the requirements of relevant laws and regulations.
Section IV changes in equity
1、 Rights and interests of listed companies owned by information disclosure obligors and persons acting in concert
As of February 11, 2022, Ms. Wu Min, the information disclosure obligor, held 33362417 shares of the company
Shares, accounting for 4.99999% of the total share capital of the company, and no longer belonging to shareholders holding more than 5% of the company; Information disclosure obligation
Mr. Wang Donghui, the person acting in concert, holds 80468358 shares of the company, accounting for 20% of the total share capital of the company
12.05970%。 To sum up, Mr. Wang Donghui and Ms. Wu Min hold 113830775 shares of the company, accounting for
17.05968% of the total share capital of the company.
The shareholding of information disclosure obligors and their persons acting in concert before and after this equity change is as follows:
Before and after this equity change
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
Wu Min 37857107 5.64964% 0.00% 33362417 4.99999% 0.00%
Wang Donghui 80468358 12.00876% 0.00% 80468358 12.05970% 0.00%
Total 118325465 17.65840% 0.00% 113830775 17.05968% 0.00%
2、 Current equity change method
From March 25, 2021 to February 11, 2022, after the completion of the change of control of the company, the information will be disclosed
Ms. Wu Min, the obligor, reduced 4494690 shares of the company through block trading, accounting for 20% of the total share capital of the company
0.67361%； During this period, the total share capital of the company was reduced due to the repurchase and cancellation of the company’s restricted stock equity incentive
As a result, the proportion of shares held by Ms. Wu Min and Mr. Wang Donghui, who acted in concert, were reduced respectively
