Securities code: 603043 securities abbreviation: Guangzhou Restaurant Group Company Limited(603043) Announcement No.: 2022-005 Guangzhou Restaurant Group Company Limited(603043) about Guangzhou SASAC
Suggestive announcement on the transfer of some shares of the company by agreement
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.
1、 Overview of this agreement transfer
Guangzhou Restaurant Group Company Limited(603043) (hereinafter referred to as “the company” or ” Guangzhou Restaurant Group Company Limited(603043) “) disclosed on the website of Shanghai Stock Exchange on January 21, 2022 the Guangzhou Restaurant Group Company Limited(603043) suggestive announcement on Guangzhou SASAC’s plan to transfer some shares of the company by agreement (Announcement No.: 2022-002), The controlling shareholder and actual controller of the company, the state owned assets supervision and Administration Commission of Guangzhou Municipal People’s Government (hereinafter referred to as “Guangzhou SASAC”) intends to transfer 4.637% (i.e. 26228621 shares) of the total share capital of the company to Guangzhou Industrial Investment Holding Group Co., Ltd. (hereinafter referred to as “Guangzhou industrial investment”).
On February 15, 2022, the company received the notification letter of Guangzhou SASAC on matters related to the agreed transfer of Guangzhou Restaurant Group Company Limited(603043) shares from Guangzhou SASAC and the share transfer agreement on Guangzhou Restaurant Group Company Limited(603043) signed by Guangzhou SASAC and Guangzhou property investment, Guangzhou SASAC transferred 26228621 tradable shares of the company with unlimited sales conditions (accounting for 4.637% of the total share capital of the company, which is based on January 21, 2022, excluding the number of new shares of equity incentive exercise, the same below) to Guangzhou industrial investment agreement, and signed the agreement.
2、 Related parties of this agreement transfer
(I) information of Transferor
Name: state owned assets supervision and Administration Commission of Guangzhou Municipal People’s Government
Address: 6 / F, west block, building 5, compound 1, Fuqian Road, Yuexiu District, Guangzhou, Guangdong
Person in charge: Chen Dejun
Unified social credit Code: 114401007719611xl
(II) transferee
Name: Guangzhou Industrial Investment Holding Group Co., Ltd
Unified social credit Code: 91440101190460373t
Type: limited liability company (state-owned holding)
Registered capital: 652619735700 yuan
Legal representative: Gao Dongwang
Date of establishment: September 26, 1989
Address: room 901, No. 3, Linjiang Avenue, Tianhe District, Guangzhou (office use only)
Business scope: business services (for specific business items, please log in to the national enterprise credit information publicity system for inquiry. Website: http://www.gsxt.gov.cn./ 。 Projects subject to approval according to law can only be carried out after being approved by relevant departments.)
Equity structure: Guangzhou Municipal People’s government holds 90% of Guangzhou industrial investment, and Guangdong Provincial Department of finance holds 10% of Guangzhou industrial investment.
3、 Main contents of the agreement
1. Transferor: state owned assets supervision and Administration Commission of Guangzhou Municipal People’s Government
2. Transferee: Guangzhou Industrial Investment Holding Group Co., Ltd
3. Transfer of shares
The shares transferred under this Agreement are Guangzhou Restaurant Group Company Limited(603043) 26228621 tradable shares (accounting for 4.637% of the total share capital of the company) held by the transferor and their corresponding shareholders’ rights and obligations.
4. Share transfer price
(1) The benchmark date of transfer pricing under this agreement is the announcement date of Guangzhou Restaurant Group Company Limited(603043) suggestive announcement on Guangzhou SASAC’s plan to transfer some shares of the company by agreement (Announcement No.: 2022-002) (i.e. January 21, 2022).
(2) Since this non-public agreement transfer is based on the integration of state-owned resources and the state-owned interests in the listed company are not reduced, both parties agree that on the premise that the transfer price is not lower than the net assets per share in the latest annual audit report disclosed by the listed company, The price of this share transfer is determined based on 90% of the arithmetic mean value of the weighted average price (i.e. RMB 23.90 / share) 30 trading days before the pricing benchmark date, that is, the transfer price per share is RMB 21.51, and the total price of the subject share transfer is RMB 564177637.71 (in words: RMB 5644 million one hundred seventy-seven thousand six hundred thirty-seven point seventy-one).
(3) The transferor will issue a payment notice to the transferee for the above payment, and the transferee will pay the above share transfer payment in full and on time to the bank account specified in the payment notice in accordance with the requirements of the payment notice.
5. Effective time of the agreement
February 15, 2022
4、 Impact of this share transfer on the company
Prior to the share transfer, Guangzhou SASAC has signed the agreement on free transfer of state-owned property rights with Guangzhou Urban Construction Investment Group Co., Ltd. (hereinafter referred to as “Guangzhou urban investment”) to transfer 51.00% (i.e. 288453276 shares) of the total share capital of the company to Guangzhou urban investment free of charge. The transfer registration procedure has not been completed. As of the disclosure date of this announcement, the actual controller of the company is still Guangzhou SASAC, registered with China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and directly holds 344596090 shares of the company, accounting for 60.93% of the total share capital of the company.
After the completion of this share transfer, the actual controller of the company will not be changed and remains Guangzhou SASAC. Guangzhou industrial investment will directly hold 26228621 shares of the company, accounting for 4.637% of the total share capital of the company. 5、 Follow up matters involved and risk tips
This share transfer still needs to apply to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for transfer registration. The company will pay close attention to the progress of this matter and fulfill the obligation of information disclosure in time in strict accordance with the provisions of relevant laws, regulations and rules. Please invest rationally and pay attention to investment risks. It is hereby announced.
Guangzhou Restaurant Group Company Limited(603043) board of directors February 16, 2022
