Securities code: 600053 securities abbreviation: Kunwu Jiuding Investment Holdings Co.Ltd(600053) No.: lin2022-019 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
Announcement on the progress of the existence and division of controlling shareholders
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
State or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Kunwu Jiuding Investment Holdings Co.Ltd(600053) (hereinafter referred to as ” Kunwu Jiuding Investment Holdings Co.Ltd(600053) “, “the company” or “the company”) disclosed the suggestive announcement on the existence and division of controlling shareholders (Announcement No.: 2022-001) on January 5, 2022. Recently, the company received a notice from the controlling shareholder Jiangxi Zhongjiang Group Co., Ltd. (hereinafter referred to as “Zhongjiang group”), and the change document of the division of Zhongjiang group into Zhongjiang group (surviving company) and Jiangxi Zixing Enterprise Management Co., Ltd. (newly established company, hereinafter referred to as “Jiangxi Zixing”) has been registered and filed with the market supervision and administration department, The newly established company, Jiangxi Zixing, has obtained a business license. The business license information of the surviving company Zhongjiang group and the newly established company Jiangxi Zixing are as follows:
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: general items; Enterprise management, enterprise management consulting and information consulting services (excluding licensed information consulting services) (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations).
The shareholding structure of the surviving company Zhongjiang group and the newly established company Jiangxi Zixing is consistent with that of Zhongjiang group before the division. Both of them are 100% owned by Tongchuang Kunwu Jiuding Investment Holdings Co.Ltd(600053) Management Group Co., Ltd. (hereinafter referred to as “Jiuding group”). According to the separation arrangement, taking December 31, 2021 as the base date of separation, 72.37% equity (313737309 shares) of the company originally held by Zhongjiang group will be divided, of which 51.00% equity (221105808 shares) of the company will remain in the surviving company Zhongjiang group, and 21.37% equity (92631501 shares) of the company will be stripped off to Jiangxi Zixing, These shares have yet to be transferred to Jiangxi Zixing.
Recently, according to the above separation arrangement, Zhongjiang group and Jiangxi Zixing signed the share transfer agreement. The main contents are as follows:
Transferor (Party A): Jiangxi Zhongjiang Group Co., Ltd
Transferee (Party B): Jiangxi Zixing Enterprise Management Co., Ltd
1. Underlying shares
(1) Party A agrees to transfer its Kunwu Jiuding Investment Holdings Co.Ltd(600053) 92631501 shares (accounting for about 21.37% of the total Kunwu Jiuding Investment Holdings Co.Ltd(600053) shares) and all shareholder interests derived therefrom to Party B.
(2) After this share transfer, Party B holds Kunwu Jiuding Investment Holdings Co.Ltd(600053) 92631501 shares in total.
(3) From the date of transfer of the subject shares, Party B becomes a shareholder of Kunwu Jiuding Investment Holdings Co.Ltd(600053) and enjoys and undertakes the corresponding rights and obligations of shareholders according to the proportion of Kunwu Jiuding Investment Holdings Co.Ltd(600053) shares held and in accordance with the articles of association and laws and regulations.
2. Share transfer price and transfer
(1) The closing price of the underlying shares of Party A is RMB 16366.5 million / four hundred and fifty million only, and the total price of the underlying shares signed by Party B on the first day of this agreement is RMB 16366.5 million / four hundred and fifty-six million only.
(2) Party A and Party B agree that the transfer of the subject shares shall be handled according to the following procedures:
① Party A and Party B shall notify Kunwu Jiuding Investment Holdings Co.Ltd(600053) and urge Kunwu Jiuding Investment Holdings Co.Ltd(600053) to disclose information in time on the date of signing this agreement, and the relevant contents shall be disclosed within 3 days from the date of signing this Agreement;
② Party A and Party B shall jointly submit the application materials for the transfer of this agreement to Shanghai Stock Exchange after Kunwu Jiuding Investment Holdings Co.Ltd(600053) information disclosure;
③ Party A shall, as soon as possible after the signing of this agreement, cooperate with Party B to submit the application materials for the transfer of the subject shares to Shanghai Stock Exchange and China Securities Depository and Clearing Corporation in two transactions (corresponding to 57407309 shares and 35224192 shares respectively) and handle the transfer procedures of the subject shares.
3. Representations, warranties and undertakings
The representations, warranties and commitments made by Party A and Party B on the signing date of this Agreement are true, accurate, complete and effective without any falsehood, error and omission, and remain valid after the signing and performance of this agreement. 4. Validity of this Agreement
This Agreement shall come into force on the date indicated at the beginning of the text after being officially signed and sealed by both parties (if the signing subject is a natural person, it shall be signed in person; if the signing subject is a legal person or partnership, it shall be stamped with the official seal of the company or enterprise and the signature of the legal representative or authorized representative).
5. Tax bearing
(1) The taxes involved in this share transfer shall be borne by both parties in accordance with the provisions of laws and regulations;
(2) The additional information disclosure cost of this share transfer shall be borne by Kunwu Jiuding Investment Holdings Co.Ltd(600053) ; The expenses of the hired intermediary shall be borne by the employer.
The transfer of this Agreement does not violate the provisions of the company law, the measures for the administration of the acquisition of listed companies and other laws, regulations and normative documents.
After the completion of the survival and division of the controlling shareholder, neither the controlling shareholder nor the actual controller of the company has changed, nor has the total number of shares of the company held by the actual controller through subsidiaries changed.
This division will not have a material impact on the company. The company will timely fulfill the obligation of information disclosure according to the progress of the separation of controlling shareholders and cooperate with relevant parties in information disclosure.
The company solemnly reminds investors that Shanghai Securities News, China Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) To designate information disclosure media for the company, the company will do a good job in information disclosure in strict accordance with the requirements of relevant laws and regulations. The information released by the company shall be subject to the announcement published by the above designated media.
Please invest rationally and pay attention to investment risks.
It is hereby announced.
Kunwu Jiuding Investment Holdings Co.Ltd(600053) board of directors
February 21, 2022
