Securities code: 600083 securities abbreviation: * ST Boxin Announcement No.: 2022-011 Jiangsu Boxin Investing & Holdings Co.Ltd(600083)
Suggestive announcement on the change of the company’s largest shareholder
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:
After this equity change, Hangzhou Jintou Chengxing investment management partnership (limited partnership) (hereinafter referred to as “Jintou Chengxing”) will become the largest shareholder of Jiangsu Boxin Investing & Holdings Co.Ltd(600083) (hereinafter referred to as “the company” and “listed company”), which directly holds 34500000 shares of the company, accounting for 15.00% of the total share capital of the company; The person acting in concert, Hangzhou liteng enterprise management partnership (limited partnership) (hereinafter referred to as “Hangzhou liteng”), holds 11385000 shares of the company, accounting for 4.95% of the total share capital of the company; Jintou Chengxing and Hangzhou liteng, the person acting in concert, will hold 45885000 shares of the company, accounting for 19.95% of the total share capital of the company. The proportion of voting rights held by Suzhou famous historical and cultural city protection group Co., Ltd. (hereinafter referred to as “Suzhou culture”) will be reduced from 28.935% to 13.935%.
This equity change will lead to the change of the largest shareholder of the listed company, but considering: 1 The proportion of voting rights between Jintou Chengxing and Suzhou culture is relatively close, and the single party does not exceed 30%; 2. Before and after this equity change, the board of directors, board of supervisors and senior managers of the listed company have not changed; 3. Before and after this equity change, the organizational structure and operation of the listed company have not changed. Therefore, as disclosed in this announcement, Suzhou culture is still the controlling shareholder of the listed company, and the state owned (collective) assets supervision and Administration Office of Suzhou Gusu District People’s Government (hereinafter referred to as “Gusu District SASAC office”) is still the actual controller of the listed company. There is no concerted action relationship between Jintou Chengxing and its persons acting in concert and Suzhou culture, and there is no other arrangement of common interests.
As of the disclosure date of this announcement, the shares transferred by the judiciary have not completed the share transfer registration procedures. The company will continue to pay attention to the progress of this matter and timely perform the corresponding information disclosure obligations in accordance with laws and regulations.
1、 Basic information of this judicial ruling
On December 21, 2021, January 25, 2022, and February 18, 2022, the company posted on Shanghai Securities News, China Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) Disclosed the suggestive announcement of * ST Boxin on the judicial auction of some shares of the company’s largest shareholder (2021-061), the announcement of * ST Boxin on the judicial auction of some shares of the company’s largest shareholder (2022-002), and the announcement of * ST Boxin on the judicial ruling of some shares of the company’s largest shareholder (2022-010), Due to the contract dispute between Jintou Chengxing and Guangdong Zhongcheng Industrial Holding Co., Ltd. and Suzhou Shengjun Marketing Management Co., Ltd. (hereinafter referred to as “Suzhou Shengjun”), Hangzhou intermediate people’s court conducted the first public auction of 34500000 shares of the company held by Suzhou Shengjun, the company’s largest shareholder, on the Taobao judicial auction network platform from 10:00 on January 22, 2022 to 10:00 on January 23, 2022. According to the auction results displayed on Taobao judicial auction network platform, as of the end of the auction, there was no bid, and the share auction had been sold out. Recently, the Hangzhou intermediate people’s Court of Zhejiang Province issued the execution ruling [(2020) zhe01 No. 144 bis], which valued 34500000 shares of the company held by the executee Suzhou Shengjun, accounting for 15.00% of the total share capital of the company, at RMB 552 million, and delivered them to the applicant’s financial investment Chengxing to offset some debts, and the freezing of these shares will be lifted accordingly.
2、 The equity held by each equity party after the completion of this equity change
After the equity change is completed, Jintou Chengxing will become the largest shareholder of the company, which directly holds 34500000 shares of the company, accounting for 15.00% of the total share capital of the company; Hangzhou liteng, the person acting in concert, holds 11385000 shares of the company, accounting for 4.95% of the total share capital of the company; Jintou Chengxing and Hangzhou liteng, the person acting in concert, will hold 45885000 shares of the company, accounting for 19.95% of the total share capital of the company. On April 21, 2021, Suzhou Shengjun, Luo Jing and Suzhou culture signed the shareholder voting right entrustment agreement. Suzhou Shengjun and Luo Jing irrevocably entrusted their 65300094 shares and 1250500 shares of the company, totaling 66550594 shares, to Suzhou culture. All the shares entrusted by Suzhou Shengjun have been pledged and frozen, All the shares entrusted by Luo Jing to vote have been frozen. The term of validity of the shareholders’ voting rights entrustment agreement is 60 months from the effective date of the agreement. The execution of this judicial ruling will reduce the company’s shares held by Suzhou Shengjun to 308000094 shares. According to the shareholder voting right entrustment agreement signed by Suzhou Shengjun, Luo Jing and Suzhou culture, Suzhou culture, as the voting right trustee of Suzhou Shengjun and Luo Jing, has reduced the number of voting shares held by Suzhou culture from 66550594 shares to 32050594 shares, The proportion of voting rights decreased from 28.935% to 13.935%.
Before and after this equity change, the number and proportion of shares directly owned by Jintou Chengxing and its concerted actors are as follows:
Unit: shares
Name of shareholder before and after transfer
Number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
Jintou Chengxing — 34500000 15.00%
Hangzhou liteng 11385000 4.95%
Total 11385000 4.95% 45885000 19.95%
Before and after this equity change, the equity changes of Suzhou Shengjun are as follows:
Unit: shares
Before and after this equity change
Name of shareholder number of shares held proportion of voting shares number of shares held proportion of voting shares number of shares
Suzhou Shengjun 65300094 – 28.39% 30800094 – 13.39%
Before and after this equity change, the equity changes of Suzhou culture are as follows:
Unit: shares
Before and after this equity change
Name of trustee number of shares held proportion of voting shares number of shares held proportion of voting shares number of shares
Suzhou culture – 66550594 28.935% – 32050594 13.935%
This equity change will lead to the change of the largest shareholder of the listed company, but considering: 1 The proportion of voting rights between Jintou Chengxing and Suzhou culture is relatively close, and the single party does not exceed 30%; 2. Before and after this equity change, the board of directors, board of supervisors and senior managers of the listed company have not changed; 3. Before and after this equity change, the organizational structure and operation of the listed company have not changed.
Therefore, as of the date of signing this report, Suzhou culture is still the controlling shareholder of the listed company, and the state owned assets supervision and Administration Office of Gusu district is still the actual controller of the listed company. There is no concerted action relationship between Jintou Chengxing and its persons acting in concert and Suzhou culture, and there is no other arrangement of common interests.
3、 Other instructions
(I) the Jiangsu Boxin Investing & Holdings Co.Ltd(600083) detailed equity change report and Jiangsu Boxin Investing & Holdings Co.Ltd(600083) simplified equity change report issued by the information disclosure obligor related to this event were disclosed on the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day.
(II) after the completion of this equity change, Jintou Chengxing and its persons acting in concert will actively negotiate with other shareholders of the listed company and make certain adjustments to the members of the board of directors, board of supervisors and senior managers of the listed company in accordance with the procedures and methods stipulated in Chinese laws and regulations and the articles of association of the listed company in the principle of being conducive to safeguarding the legitimate rights and interests of the listed company and all shareholders.
If after this personnel adjustment, Jintou Chengxing and its persons acting in concert can obtain more than half of the seats on the board of directors of the listed company, realize the control over the board of directors of the listed company, and re appoint the senior managers of the listed company through the board of directors of the listed company, so as to lead the operation and management, financial management and major decision-making of the listed company, Then the actual controller of the listed company will change, and the change of control right shall be approved in advance by the competent State-owned Assets Supervision and administration authority.
In view of the certain uncertainty of whether the above matters can be reached, Jintou Chengxing and its persons acting in concert shall timely inform the listed company of the progress of relevant matters in accordance with the requirements of relevant laws and regulations, cooperate with the listed company to fulfill the corresponding information disclosure obligations, and draw investors’ attention to relevant risks.
(III) as of the disclosure date of this announcement, the shares executed this time have not completed the share transfer registration procedures. The company will continue to pay attention to the progress of this matter and timely perform the corresponding information disclosure obligations in accordance with laws and regulations. The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN), The relevant information of the company shall be subject to the information published in the above designated information disclosure media.
It is hereby announced.
Jiangsu Boxin Investing & Holdings Co.Ltd(600083) board of directors February 21, 2022
