Securities code: 000408 securities abbreviation: Zangger mining Announcement No.: 2022-010
Zangge Mining Co., Ltd
Agreement on transfer of controlling shareholders and persons acting in concert
Announcement on the completion of transfer registration of some shares
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.
Zangger Mining Co., Ltd. (hereinafter referred to as “the company”) received the notice from the controlling shareholder Tibet Zangger Venture Capital Group Co., Ltd. (hereinafter referred to as “Zangger group”) and its concerted actor Sichuan Yonghong Industry Co., Ltd. (hereinafter referred to as “Yonghong industry”) on February 15, 2022, It was learned that the share transfer agreement on the shares of Zangger Mining Co., Ltd. (hereinafter referred to as the “share transfer agreement”) signed by Zangger group, Xinsha Hongyun Investment Management Co., Ltd. (hereinafter referred to as “Xinsha Hongyun”) and Guosen Securities Co.Ltd(002736) Co., Ltd. (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) “) in Ningbo Meishan bonded port area, According to the share transfer agreement signed between Yonghong industry and Xinsha Hongyun and Guosen Securities Co.Ltd(002736) , the transfer registration procedures of some shares of the company have been completed. The specific situation is hereby announced as follows:
1、 Basic information of this agreement transfer
The controlling shareholder of the company, Zanger group, signed the share transfer agreement with Xinsha Hongyun and Guosen Securities Co.Ltd(002736) on December 13, 2021. Zanger group plans to transfer 128575019 shares of the company’s post IPO restricted shares to Xinsha Hongyun at the price of 21.96 yuan / share, accounting for 6.52% of the total share capital of the company, and the total share transfer price is 2823507417.24 yuan. Yonghong industry, the concerted actor of Zangger group, signed the share transfer agreement with Xinsha Hongyun and Guosen Securities Co.Ltd(002736) on December 13, 2021. Yonghong industry plans to transfer 85113884 shares of the company’s post IPO restricted shares to Xinsha Hongyun at the price of 21.96 yuan / share, accounting for 4.32% of the company’s total share capital, The total share transfer price is 1869100892.64 yuan. For details, please refer to the suggestive announcement on the transfer of some shares by agreement between the controlling shareholders and their persons acting in concert (Announcement No.: 2021-133), the announcement on the signing of the supplementary agreement on share transfer by the controlling shareholders (Announcement No.: 2021-146) and the simplified report on changes in equity disclosed by the company on cninfo.com on December 15, 2021.
2、 Completion of this share transfer
The share transfer agreement has completed the share transfer registration procedures on February 14, 2022, and the relevant shareholders
The confirmation of securities transfer registration issued by China Securities Depository and Clearing Corporation Limited was obtained on February 15, 2022. The number of transferred shares was 213688903 and the nature of the shares was non tradable shares. After the share transfer, Xinsha Hongyun holds 287130794 shares of the company, accounting for 18.17% of the total share capital of the company, and is the second largest shareholder of the company.
3、 Shareholding of relevant shareholders before and after the share transfer agreement
Before and after the transfer of shares under this agreement, the shareholding of Zangger group and its concerted actors Yonghong industry, Mr. Xiao Yongming and Ms. Lin Jifang are as follows:
Before the transfer of this Agreement and after the transfer of this Agreement
Name of shareholder nature of shares proportion of shareholding quantity in total share capital proportion of shareholding quantity (shares) in total share capital (shares)
Cange group’s non tradable shares 577116450 36.52% 448541431 28.38%
Yonghong Industrial unlimited tradable shares 259326563 16.41% 174212679 11.02%
Xiao Yongming unlimited tradable shares 155643647 9.85%
Lin Jifang’s non tradable shares 3504699 0.22%
Total non tradable shares 995591359 63.00% 781902456 49.47%
The shareholding of xinhongsha before and after the transfer agreement is as follows:
Before the transfer of this Agreement and after the transfer of this Agreement
Name of shareholder nature of shares proportion of shareholding quantity in total share capital proportion of shareholding quantity (shares) in total share capital (shares)
Xinsha Hongyun unlimited tradable shares 73441891 4.65% 287130794 18.17%
4、 Other instructions
1. This equity change complies with relevant laws, regulations and normative documents such as the measures for the administration of the acquisition of listed companies, 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, and the articles of association, There is no violation of the performance of public commitments and the reduction plan, and there is no case that the company’s shares shall not be reduced during the reduction period.
2. After the completion of the transfer registration procedures of this share agreement, the share changes of relevant shareholders will be carried out in strict accordance with the relevant provisions such as several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange.
3. This equity change will not lead to changes in the controlling shareholders and actual controllers of the company, and will not have an impact on the corporate governance structure and sustainable operation. Please invest rationally and pay attention to investment risks. 5、 Documents for future reference 1. Confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd. It is hereby announced.
Board of directors of zangge Mining Co., Ltd. February 16, 2022
