Changzhou Tiansheng New Materials Co.Ltd(300169)
Simplified report on changes in equity (Revised)
Name of listed company: Changzhou Tiansheng New Materials Co.Ltd(300169) place of stock listing: Shenzhen Stock Exchange Stock abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) Stock Code: 300169 information disclosure obligor: Wu Haizhou domicile: Tianning District, Changzhou City, Jiangsu Province ****************************************************************************
Date of signature: February 2022
Statement of information disclosure obligor
1、 This report is prepared in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity and other laws, regulations and normative documents.
2、 In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and the information disclosure standard No. 15, this report has fully disclosed the changes in the shares in which the information disclosure obligor has interests in Changzhou Tiansheng New Materials Co.Ltd(300169) . As of the signing date of this report, except for the information disclosed in this report, the above information disclosure obligor has not increased or reduced its shares in Changzhou Tiansheng New Materials Co.Ltd(300169) by any other means;
3、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor and the professional institution hired, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
6、 This equity change still needs to meet the following conditions: Changzhou Tiansheng New Materials Co.Ltd(300169) the general meeting of shareholders deliberated and approved the issue of shares to specific objects, and the issue of shares to specific objects was reviewed and approved by Shenzhen Stock Exchange and approved by the CSRC. Whether the relevant matters involved in this equity change can be finally implemented and the implementation results are still uncertain.
catalogue
The disclosure obligor declares that Section 1 interpretation Section 2 Introduction to information disclosure obligors four
1、 Basic information of information disclosure obligor four
2、 Information disclosure obligors holding shares of other listed companies Section III purpose of equity change and shareholding plan of information disclosure obligor five
1、 The purpose of this equity change five
2、 Share increase and decrease plan of the information disclosure obligor in the next 12 months five
Section IV equity change method six
1、 Basic information of this equity change six
2、 The way of equity change this time six
3、 Restrictions on the rights of shares held by the information disclosure obligor six
4、 The main contents of the voting rights entrustment agreement 7 v. information disclosure obligations related to directors, supervisors and senior managers of listed companies
situation…… eleven
Section V Trading of listed shares in the first six months Section VI other major matters Section VII declaration of information disclosure obligor Section VIII documents for future reference 16 simplified report on changes in equity (Revised) (attached table) seventeen
Section I interpretation
In this report, unless otherwise specified, the following words have the following specific meanings:
This report refers to the Changzhou Tiansheng New Materials Co.Ltd(300169) simplified equity change report
Changzhou Tiansheng New Materials Co.Ltd(300169) , listed company, target refers to Changzhou Tiansheng New Materials Co.Ltd(300169) company
Information disclosure obligor refers to Wu Haizhou
The promisor refers to Wu Haizhou, the information disclosure obligor
Jucheng machinery refers to Fujian Jucheng Machinery Equipment Co., Ltd
Jucheng intelligent refers to Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone
Voting power entrustment agreement refers to the voting power entrustment agreement signed by Wu Haizhou (as the entrusting party) and Jucheng machinery (as the entrusted party) on January 26, 2022
This issuance refers to the proposal on the company’s plan for issuing ⾏ shares to specific objects (Revised Draft) deliberated and adopted at the 13th meeting of the Changzhou Tiansheng New Materials Co.Ltd(300169) Fifth Board of directors
Jucheng intelligent subscribed for all the shares issued to specific objects this time, totaling 95323700 shares, accounting for 29.24% of the total share capital before this issuance; Wu Haizhou plans to entrust the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 25423066 shares he holds to this equity change and this transaction refers to Jucheng machinery; Sun Jian promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 13050000 shares, LV zewei promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 12434384 shares, and Xu Yi promised to give up the voting rights of 6908346 shares of Tiansheng Xincai.
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Information disclosure standard No. 15 refers to the standard for the content and format of information disclosure by companies that publicly issue securities No. 15 – Report on changes in equity
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
The data listed in this report may be slightly different from the sum directly added according to the relevant single data due to rounding.
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name: Wu Haizhou
Gender male
Nationality China
ID number 51010219******
Address: Tianning District, Changzhou City, Jiangsu Province******
Mailing address: Tianning District, Changzhou City, Jiangsu Province******
Have you obtained the right of residence in other countries or regions? No
Position in listed company chairman
2、 Information disclosure obligors holding shares of other listed companies
As of the date of signing this report, Wu Haizhou did not directly or indirectly hold more than 5% of the shares issued by other listed companies.
Section III purpose of equity change and shareholding plan of information disclosure obligor
1、 Purpose of this equity change
This equity change is that the information disclosure obligor introduces Jucheng intelligence as the controlling shareholder of the listed company based on the strategic development needs of the listed company, and Jucheng machinery is the concerted action person of Jucheng intelligence. Jucheng intelligence and Jucheng machinery will optimize resource allocation, make full use of the capital and resource advantages of Jucheng machinery and Jucheng intelligence to support the business development of listed companies, make full use of the platform of listed companies to effectively integrate resources, improve the asset quality and profitability of listed companies, enhance the value of listed companies, and strive to bring more rich returns to the majority of shareholders, especially small and medium-sized shareholders. 2、 Share increase and decrease plan of the information disclosure obligor in the next 12 months
As of the signing date of this report, except for the equity changes disclosed in this report, the information disclosure obligor has no specific plan to increase or decrease the shares of the listed company in the next 12 months. In case of relevant equity changes, the information disclosure obligor will perform relevant approval procedures and information disclosure obligations in strict accordance with the requirements of relevant laws and regulations.
Section IV changes in equity
1、 Basic information of this equity change
After this equity change, the information disclosure obligors, Jucheng intelligence and its persons acting in concert gathered to form a machine
Shareholding and voting are as follows:
Before and after the current equity change (note)
Shareholders have the right to vote
Name shareholding number of shares holding number of shares holding number of shares holding proportion of shares holding proportion of shares
(shares) in total share capital (shares) in total share capital (shares)
Proportion proportion
Wu Haizhou 25423066 7.80% 25423066 7.80% 25423066 6.03% —
Jucheng intelligence — 95323700 22.63%
Coalescence machinery – 25423066 6.03%
Note: the shareholding ratio after the equity change and the proportion of voting shares in the total share capital are based on the total share capital after the directional issuance
421308040 shares are the calculation base.
2、 Current equity change method
This equity change is the entrustment of voting rights, and Mr. Wu Haizhou, the obligor of information disclosure, plans to transfer the shares held by him to
Entrustment of voting rights of 25423066 shares of the municipal company (accounting for 7.80% of the total share capital of the listed company before issuance)
To gather into mechanical exercise, as follows:
Wu Haizhou (as the entrusting party) and Jucheng machinery (as the entrusted party) signed on January 26, 2022
According to the voting power entrustment agreement, Wu Haizhou plans to transfer the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 25423066 shares he holds
Entrusted to Jucheng machinery, accounting for 7.80% of the total share capital before issuance.
After the equity change is completed, Jucheng intelligent will become the controlling shareholder of the listed company, Jucheng machinery and Jucheng
Huang Daping, the actual controller of Chengzhi, will become the actual controller of the listed company.
3、 Restrictions on the rights of shares held by the information disclosure obligor
As of the signing date of this report, the information disclosure obligor holds 25423066 shares of the listed company,
Accounting for 7.80% of the total share capital of the listed company before issuance, the shares held are pledged, as follows:
