Securities code: 600053 securities abbreviation: Kunwu Jiuding Investment Holdings Co.Ltd(600053) No.: lin2022-018 Kunwu Jiuding Investment Holding Co., Ltd
K u n w u J i u d i n g I n v e s t me n t H o l d i n g s C O . , L t d
The board of directors and all directors of the company guarantee that the contents of this announcement are free from any false records and misleading statements
State or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Special tips:
1. The matters involving the transfer of shares in this division can only go through the procedures of share transfer and transfer in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the compliance confirmation of Shanghai Stock Exchange.
2. This equity change is based on the survival and division of shareholders and does not touch the tender offer.
3. This equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
1、 Basic information of this equity change
The controlling shareholder of Kunwu Jiuding Investment Holdings Co.Ltd(600053) (hereinafter referred to as ” Kunwu Jiuding Investment Holdings Co.Ltd(600053) “, “company” or “the company”) Jiangxi Zhongjiang Group Co., Ltd. (hereinafter referred to as “Zhongjiang group”) is divided into Zhongjiang group (surviving company) and Jiangxi Zixing Enterprise Management Co., Ltd. (newly established company, hereinafter referred to as “Jiangxi Zixing”). For details, see the suggestive announcement on the existence and division of controlling shareholders (Announcement No.: 2022-001) disclosed by the company on January 5, 2022.
Recently, the company received a notice from Zhongjiang group that Zhongjiang group and Jiangxi Zixing signed the separation agreement on the same day. According to the separation agreement, all 313737309 shares of the company held by Zhongjiang group (the shares are tradable shares without sale conditions, accounting for 72.37% of the total share capital of the company) will be split, of which 51% of the shares of the company (221105808 shares) will remain in the surviving company Zhongjiang group; 21.37% shares (92631501 shares) of the company will be stripped off to Jiangxi Zixing, and these shares have yet to be transferred to Jiangxi Zixing. After the transfer, Zhongjiang group holds 221105808 shares of the company and Jiangxi Zixing holds 92631501 shares of the company. Neither the controlling shareholder nor the actual controller has changed.
2、 Basic information of transferor and transferee
1. Business license information of the surviving company Zhongjiang group
Unified social credit Code: 91360000571173343t
Name: Jiangxi Zhongjiang Group Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: Zijin City, yanjiangbei Avenue, Donghu District, Nanchang City, Jiangxi Province
Legal representative: Wu Gang
Registered capital: 130 million yuan
Date of establishment: March 29, 2011
Business term: from March 29, 2011 to long-term
Business scope: China trade, investment in various industries, business operation management, hotel management, enterprise management consulting services, foreign trade operation. (the above projects are operated with special licenses from the state)
2. Jiangxi Zixing business license information of the newly established company
Unified social credit Code: 91360102ma7jbt8j2n
Name: Jiangxi Zixing Enterprise Management Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: 19 / F, building a, Zijincheng office building, No. 112, dongjiayao Road, Donghu District, Nanchang City, Jiangxi Province
Legal representative: Wu Gang
Registered capital: 20 million yuan
Date of establishment: February 18, 2022
Business term: from February 18, 2022 to long term
Business scope: enterprise management, enterprise management consulting, information consulting services (excluding licensing information consulting services). 3、 Shareholding before and after this equity change
1. Share succession caused by Division
Zhongjiang group will be divided into Zhongjiang group (surviving enterprise) and Jiangxi Zixing (newly established enterprise) through the implementation of survival division. All shares of the company held by Zhongjiang group (313737309 shares are tradable shares without sale conditions, accounting for 72.37% of the total share capital of the company) will be split, of which 51% shares of the company (221105808 shares) will remain in the surviving company Zhongjiang group; 21.37% of the company’s shares (92631501 shares) will be stripped off to Jiangxi Zixing.
Before the division, Jiangxi Zixing did not hold the company’s shares, and Zhongjiang group held 313737309 shares of the company, accounting for 72.37% of the total share capital of the company, all of which were non tradable shares.
After the completion of this division, Jiangxi Zixing will acquire 21.37% shares (92631501 shares) of the company, and Zhongjiang group will hold 51% shares (221105808 shares) of the company. All the above shares are tradable shares without restrictions.
2. Shares held by actual controller
As of the disclosure date of the announcement, the actual controllers do not hold shares of the company.
This division will not lead to changes in the number of shares held by the actual controller.
After the completion of this division, the actual controllers do not hold shares of the company.
3. Control relationship of actual controller over the company before division
Before the division, the control relationship between the actual controller and the company is as follows:
4. Control relationship of actual controller over the company after division
After the division, the control relationship between the actual controller and the company is as follows:
4、 Main contents of the separation agreement
(I) discrete form
This division takes the form of derivative division. After the division, the enterprise qualification of Zhongjiang group is still valid. According to the relevant contents of the division agreement, Jiangxi Zixing has performed the enterprise registration and carried out independent operation with the approval of relevant departments. (II) registered capital and equity structure before and after division
1. Before division
Before the division, the registered capital of Zhongjiang group was 150 million yuan and the paid in capital was 150 million yuan. The equity structure was: Tongchuang Kunwu Jiuding Investment Holdings Co.Ltd(600053) Management Group Co., Ltd. held 100% equity of Zhongjiang group.
2. After division
After the division, Zhongjiang group has a registered capital of 130 million yuan and a paid in capital of 130 million yuan. The equity structure is: Tongchuang Kunwu Jiuding Investment Holdings Co.Ltd(600053) Management Group Co., Ltd. holds 100% equity of Zhongjiang group.
Jiangxi Zixing has a registered capital of 20 million yuan and a paid in capital of 20 million yuan. The equity structure is: Tongchuang Kunwu Jiuding Investment Holdings Co.Ltd(600053) Management Group Co., Ltd. holds 100% equity of Jiangxi Zixing.
(III) property division plan
Zhongjiang group takes the balance sheet and property list prepared on the base date of December 31, 2021 as the basis and basis for its existence and division. As of December 31, 2021, Zhongjiang group has total assets of 2850607500 yuan, liabilities of 253130000 yuan and net assets of 319307500 yuan.
Zhongjiang group now holds 100% equity of Nanchang Jiangzhong Investment Co., Ltd. (corresponding to the registered capital of Nanchang Jiangzhong Investment Co., Ltd. of 843 million yuan) (including all the rights and interests of subsidiaries directly and indirectly held by the company), and 100% equity of Jiangxi Zixing Property Service Co., Ltd. (corresponding to the registered capital of Jiangxi Zixing Property Service Co., Ltd
600 million yuan (including all the direct and indirect interests of the company and its subsidiaries), 21.37% of the shares of Kunwu Jiuding Investment Holdings Co.Ltd(600053) (corresponding to Kunwu Jiuding Investment Holdings Co.Ltd(600053) share capital of 92.6315 million yuan) (including all the direct and indirect interests of the company and its subsidiaries) are inherited by the newly established enterprise Jiangxi Zixing. Among them, since Kunwu Jiuding Investment Holdings Co.Ltd(600053) is a listed company in Shanghai Stock Exchange, both parties to this contract shall separately sign a written contract on the Inheritance / transfer / transfer of shares of the listed company in accordance with the requirements of China Securities Regulatory Commission and its dispatched offices, Shanghai Stock Exchange, China Securities Depository and clearing Co., Ltd. and its Shanghai Branch, And the consideration and specific implementation of equity Inheritance / transfer / transfer of the listed company shall meet the requirements of relevant regulatory authorities.
The 51.00% shares of Kunwu Jiuding Investment Holdings Co.Ltd(600053) currently held by Zhongjiang group (corresponding to Kunwu Jiuding Investment Holdings Co.Ltd(600053) share capital of 221.1058 million yuan) are still owned by the separated Zhongjiang group.
(IV) business separation scheme
As of the date of signing this contract, the business scope of Zhongjiang group is China trade, investment in various industries, business operation management, hotel management, enterprise management consulting services and foreign trade operation. After the division, the business scope of Zhongjiang group and Jiangxi Zixing shall be determined by themselves within the scope allowed by relevant laws and regulations.
(V) inheritance scheme of creditor’s rights and debts
Other payables payable by the former Zhongjiang group to Tongchuang Kunwu Jiuding Investment Holdings Co.Ltd(600053) Management Group Co., Ltd. and Jiangxi Zixing Property Service Co., Ltd. and the long-term loans payable by Zhongjiang group to Nanchang Binjiang sub branch of Jiangxi bank. Zhongjiang group has reached an agreement with creditors that Jiangxi Zixing, a newly established enterprise, will bear the responsibilities, and the separated Zhongjiang group will not bear any responsibilities.
For the debts that Zhongjiang group did not reach relevant settlement agreement with the creditors before the division, the divided Zhongjiang group and Jiangxi Zixing shall bear joint and several liabilities to the creditors, and finally Zhongjiang group and Jiangxi Zixing shall conduct friendly negotiation and reasonably divide and bear them according to the principle of matching ratio of assets, business and liabilities.
Other receivables from Nanchang Jiangzhong Investment Co., Ltd., Kunwu Jiuding Investment Holdings Co.Ltd(600053) and Nanchang Binjiang sub branch of Jiangxi bank, which were originally receivable by Zhongjiang group, have been notified by Zhongjiang group to the debtor and are enjoyed by the newly established enterprise Jiangxi Zixing. For the reason of Zhongjiang group, if the debtor wrongly performs the debt, double performs the debt, or increases the burden of the debtor’s performance of the debt, Zhongjiang group shall bear the corresponding responsibility.
The changes in profits and losses, assets and liabilities of Zhongjiang group during the period from the base date of division to the formal handling of industrial and commercial change registration of division shall be enjoyed or borne by Jiangxi Zixing.
(VI) employee resettlement plan
Both parties confirm that as of the date of signing this contract, all the existing employees of Zhongjiang group have been accepted and resettled by the newly established company. 5、 Other matters
1. This equity change will not lead to the change of the controlling shareholder of the company or the change of the actual controller of the company.
2. The Kunwu Jiuding Investment Holdings Co.Ltd(600053) detailed equity change report and Kunwu Jiuding Investment Holdings Co.Ltd(600053) simplified equity change report related to the separation agreement are disclosed on the same day as this announcement.
3. This division will not affect the normal production and operation of the company, and there is no situation that damages the interests of the company and minority shareholders.
It is hereby announced.
Kunwu Jiuding Investment Holdings Co.Ltd(600053)
Board of directors
February 21, 2022
