Securities code: 000668 securities abbreviation: Rongfeng Holding Group Co.Ltd(000668) Announcement No.: 2022-015 Rongfeng Holding Group Co.Ltd(000668)
Supplementary announcement on abandoning the preemptive right of equity of holding subsidiaries
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.
Rongfeng Holding Group Co.Ltd(000668) (hereinafter referred to as “the company”) was posted on cninfo.com on February 16, 2022（ http://www.cn.info.com.cn. ）The announcement on abandoning the preemptive right of equity of holding subsidiaries (Announcement No.: 2022-013) was disclosed on the. Now, “IV. pricing policy and pricing basis of abandoning rights” and “v. reasons and effects of abandoning rights” are supplemented as follows:
Before supplement:
4、 Pricing policy and basis for waiver of rights
This equity transfer is an internal arrangement within the family. The price of the subject equity transferred by Ms. Liao Xiaoye is determined through consultation with the transferor, Mr. Ning Yongchao. The transaction price follows the principles of voluntariness, fairness, reasonableness and consensus, and there is no situation that damages the interests of the shareholders of the company.
5、 Reasons and effects of waiver
The company’s waiver of the preemptive right is based on the company’s actual operation and overall development planning. After the completion of the transaction, the company’s shareholding ratio in Weiyu medical remains unchanged, the scope of the company’s consolidated statements has not been changed, and there is no adverse impact on the company’s sustainable operation ability, profit and loss and asset status. At the same time, the transferee, Ms. Liao Xiaoye, promises not to transfer or mortgage the transferred subject equity, It will not damage the interests of the listed company and will not affect the independence of the company’s operation.
After supplement:
4、 Pricing policy and basis for waiver of rights
The transfer of the subject equity from Mr. Ning Yongchao to his spouse, Ms. Liao Xiaoye, is a re registration arrangement for the common property within the husband and wife. Unlike ordinary market behavior, the transferee and the transferor agreed to determine the transfer price of the subject equity according to Mr. Ning Yongchao’s original contribution of 15 million yuan to Weiyu medical treatment.
5、 Reasons and effects of waiver
The company’s intention to waive the preemptive right is based on the actual situation that this equity transfer is a re registration arrangement of family property rather than ordinary market behavior, and comprehensively considering the overall transformation rhythm of the company and the cooperative relationship with Mr. Ning Yongchao, an important operation manager of Weiyu medical.
According to the net asset appraisal value of 1.109 billion yuan (the benchmark date of appraisal is December 31, 2020) when the listed company carries out major asset restructuring, the value of the subject equity of this transfer is 140 million yuan, which is much higher than the transfer price of 15 million yuan determined by the transferee and the transferor through negotiation. If the listed company does not give up the preemptive right, the transferor is bound to cancel the transfer, and it is impossible for the listed company to acquire the underlying equity at the price of 15 million yuan. After giving up the preemptive right, the shareholding ratio of the company to Weiyu medical remains unchanged, the scope of the company’s consolidated statements has not been changed, and there is no adverse impact on the company’s sustainable operation ability, profit and loss and asset status. At the same time, the transferee, Ms. Liao Xiaoye, promises not to transfer or mortgage the subject equity of the transferee, which will not damage the interests of the listed company. Therefore, we believe that the waiver of preemptive rights by listed companies has no negative impact on the company.
For the full text of the supplementary announcement, see the announcement on abandoning the preemptive right of equity of holding subsidiaries (supplementary) (Announcement No.: 2022-016) disclosed by the company on cninfo.com on the same day.
It is hereby announced
Rongfeng Holding Group Co.Ltd(000668) board of directors February 18, 2002
