Securities code: 600255 securities abbreviation: Anhui Xinke New Materials Co.Ltd(600255) No.: pro 2022-008 Anhui Xinke New Materials Co.Ltd(600255)
Suggestive announcement on changes in registered capital and equity structure of controlling shareholders
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:
● Anhui Xinke New Materials Co.Ltd(600255) (hereinafter referred to as ” Anhui Xinke New Materials Co.Ltd(600255) “, “company” or “listed company”) controlling shareholder Horgos Chuanshan culture media Co., Ltd. (hereinafter referred to as “Chuanshan culture”) signed the capital increase and share expansion agreement with natural persons Yin Miaoqing, Zhang Baoyuan and Huang Jingwen, and the natural persons Yin Miaoqing, Zhang Baoyuan and Huang Jingwen respectively subscribed 127.2727 million yuan, 119.7861 million yuan 119.7861 million yuan. After the capital increase, the registered capital of Chuanshan culture increased from RMB 381818200 to RMB 748663100.
● after the capital increase, the controlling shareholder and actual controller of the company will not change:
1. After the capital increase, the equity structure of Chuanshan culture has changed, but the shares held by Chuanshan culture in the listed company have not changed, and Chuanshan culture is still the controlling shareholder of the listed company.
2. Yin Miaoqing, Zhang Baoyuan and Huang Jingwen, the capital increase parties, issued a letter of authorization for voting rights to Ms. Li Ruijin, the actual controller of the company, and voluntarily entrusted Ms. Li Ruijin to exercise the corresponding voting rights during the period of holding the equity of Chuanshan culture. The above voting entrustment behavior shows that Ms. Li Ruijin, Yin Miaoqing, Zhang Baoyuan and Huang Jingwen form a concerted action relationship.
3. Before this capital increase, Ms. Li Ruijin held 52.38% of the shares of Chuanshan culture and decided to appoint the executive director of Chuanshan culture alone, which can control Chuanshan culture and indirectly control the listed company.
After the capital increase, Yin Miaoqing, Zhang Baoyuan Huang Jingwen and Ms. Li Ruijin have reached a voting right entrustment arrangement (including the shareholder’s right to propose the topics of the shareholders’ meeting, and exercise the voting right on all matters that need to be discussed and resolved by the shareholders’ meeting in accordance with relevant laws and regulations or the articles of association of Chuanshan culture company…) Li Ruijin has decided that the appointment of the executive director of Chuanshan culture has not changed, Ms. Li Ruijin’s control of Chuanshan culture has not changed, and there is no change in Chuanshan culture’s holding of shares of listed companies due to the signing of the voting power of attorney. The signing of the above-mentioned voting power of attorney does not exist that Ms. Li Ruijin, Yin Miaoqing, Zhang Baoyuan and Huang Jingwen jointly expand the voting rights of shares of listed companies they can control, Ms. Li Ruijin, Yin Miaoqing, Zhang Baoyuan and Huang Jingwen do not constitute joint control over the listed company, and Ms. Li Ruijin is still the actual controller of the listed company. Recently, Anhui Xinke New Materials Co.Ltd(600255) (hereinafter referred to as ” Anhui Xinke New Materials Co.Ltd(600255) ” or “the company”) received the notification letter from the controlling shareholder Chuanshan culture. The registered capital and equity structure of Chuanshan culture have changed. The relevant information is hereby announced as follows:
1、 Basic information on the changes of registered capital and ownership structure of Chuanshan culture
On December 29, 2021, Chuanshan culture, the controlling shareholder of the company, signed the capital increase and share expansion agreement with natural persons Yin Miaoqing, Zhang Baoyuan and Huang Jingwen. Natural persons Yin Miaoqing, Zhang Baoyuan and Huang Jingwen subscribed to contribute 127.2727 million yuan, 119.7861 million yuan and 119.7861 million yuan respectively. After the capital increase, the registered capital of Chuanshan culture increased from RMB 381818200 to RMB 748663100.
After the capital increase, the equity structure of Chuanshan culture is as follows:
Amount of capital contribution subscribed by shareholders (10000 yuan) equity ratio
Li Ruijin 20000 26.71%
Yin Miaoqing 12727.27 17%
Zhang Baoyuan 11978.61 16%
Huang Jingwen 11978.61 16%
Horgos Red Eagle Venture Capital Co., Ltd. 10000 13.36%
Beijing Dingyao Qianxiang Advertising Co., Ltd. 8181.82 10.93%
Total 74866.31 100%
Yin Miaoqing, Zhang Baoyuan and Huang Jingwen, the capital increase parties, issued a letter of authorization for voting rights to Ms. Li Ruijin, the actual controller of the company, who voluntarily and irrevocably entrusted Ms. Li Ruijin to exercise the corresponding voting rights during the period of holding the equity of Chuanshan culture, that is, after the completion of the above capital increase, Ms. Li Ruijin actually owned 75.71% of the voting rights of Chuanshan culture.
As of recently, the relevant industrial and commercial registration change procedures involved in the above matters have been completed.
2、 Basic information of capital increasing party
The capital increase parties are natural persons Yin Miaoqing, Zhang Baoyuan and Huang Jingwen. The above personnel have reached a voting right entrustment arrangement with Ms. Li Ruijin, forming a concerted action relationship.
3、 The control relationship between the company and the actual controller after the change of the controlling shareholder’s equity structure. 1. The control relationship between the company and the actual controller before this change
2. Control relationship between the company and the actual controller after this change
4、 The influence of the change of controlling shareholder’s ownership structure on the company
1. After the capital increase, the equity structure of Chuanshan culture has changed, but the shares held by Chuanshan culture in the listed company have not changed, and Chuanshan culture is still the controlling shareholder of the listed company.
2. Yin Miaoqing, Zhang Baoyuan and Huang Jingwen, the capital increase parties, issued a letter of authorization for voting rights to Ms. Li Ruijin, the actual controller of the company, and voluntarily entrusted Ms. Li Ruijin to exercise the corresponding voting rights during the period of holding the equity of Chuanshan culture. The above voting entrustment behavior shows that Ms. Li Ruijin, Yin Miaoqing, Zhang Baoyuan and Huang Jingwen form a concerted action relationship.
3. Ms. Li Ruishan is appointed as the executive director of the listed company to indirectly control 38.52% of the shares of Chuanjin, which can be controlled by Chuanjin culture alone.
After the capital increase, Yin Miaoqing, Zhang Baoyuan Huang Jingwen and Ms. Li Ruijin have reached a voting right entrustment arrangement (including the shareholder’s right to propose the topics of the shareholders’ meeting, and exercise the voting right on all matters that need to be discussed and resolved by the shareholders’ meeting in accordance with relevant laws and regulations or the articles of association of Chuanshan culture company…) Li Ruijin has decided that the appointment of the executive director of Chuanshan culture has not changed, Ms. Li Ruijin’s control of Chuanshan culture has not changed, and there is no change in Chuanshan culture’s holding of shares of listed companies due to the signing of the voting power of attorney. The signing of the above-mentioned voting power of attorney does not exist that Ms. Li Ruijin, Yin Miaoqing, Zhang Baoyuan and Huang Jingwen jointly expand the voting rights of shares of listed companies they can control, Ms. Li Ruijin, Yin Miaoqing, Zhang Baoyuan and Huang Jingwen do not constitute joint control over the listed company, and Ms. Li Ruijin is still the actual controller of the listed company.
5、 Documents for future reference
1. Notification letter;
2. Capital and share increase agreement;
3. Voting power of attorney.
It is hereby announced.
Anhui Xinke New Materials Co.Ltd(600255) board of directors February 18, 2022
