Securities code: 300169 securities abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) Announcement No.: 2022-033 Changzhou Tiansheng New Materials Co.Ltd(300169)
Suggestive announcement on the disclosure of the report on changes in equity (Revised Version)
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.
Special tips:
1. The way of this equity change is to issue shares to specific objects, entrust voting rights and give up voting rights, which does not touch the tender offer.
2. The implementation of issuing shares to specific objects, entrustment of shareholders’ voting rights and waiver of shareholders’ voting rights takes the achievement of the conditions respectively agreed in the strategic cooperation framework agreement, the subscription agreement for issuing shares to specific objects with conditional effect, the voting rights entrustment agreement and the voting rights waiver agreement as the implementation elements, and there is still uncertainty whether it can be finally completed, Please pay attention to investment risks.
3. This equity change will lead to the change of the controlling shareholder and actual controller of the company.
1、 Basic information of this equity change
Before this equity change, Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as ” Changzhou Tiansheng New Materials Co.Ltd(300169) “, “listed company” and “company”) had no controlling shareholder and no actual controller.
Changzhou Tiansheng New Materials Co.Ltd(300169) and Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone (hereinafter referred to as “Jucheng intelligent”) signed the conditional subscription agreement for issuing shares to specific objects on February 21, 2022, Jucheng intelligent plans to subscribe in cash for 95323700 shares issued by the listed company to specific objects (the final subscription amount shall be subject to the registration document of the CSRC), accounting for 29.24% of the total share capital before issuance. Jucheng machinery and Jucheng intelligence are people who act in concert.
Wu Haizhou (as the entrusting party) and Jucheng machinery (as the entrusted party) signed the form on January 26, 2022
According to the voting power entrustment agreement, Wu Haizhou plans to entrust the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 25423066 shares to Jucheng
Mechanical exercise, accounting for 7.80% of the total share capital before issuance.
Voting agreement signed by Sun Jian, LV zewei, Xu Yi, Jucheng machinery and Changzhou Tiansheng New Materials Co.Ltd(300169) on January 26, 2022
Waiver agreement: Sun Jian promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 13050000 shares held by him, LV zewei
Promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 12434384 shares held by Xu Yi, and promised to give up Tiansheng held by Xu Yi
Voting rights of 6908346 shares of Xincai.
After the implementation of the overall scheme of the above changes, Jucheng machinery and its concerted action person Jucheng intelligent total control
Listed with 28.66% voting rights. The controlling shareholder of the listed company will be changed to Jucheng intelligence, and the actual controller will be changed to
Huang Daping.
Before and after the implementation of the overall plan for the change of control of listed companies, the number, proportion and ownership of major shareholders
The proportion of voting shares is as follows:
Unit: shares
Before and after the implementation of the overall plan
Number of voting shares held by shareholders proportion of shares with voting rights proportion of shares with voting rights proportion of shares with voting rights proportion of shares in total share capital Proportion of shares in total share capital (note)
Jucheng intelligence 0.00% 0.00% 95323700 22.63% 95323700 22.63%
Polymerization machinery 0.00% 0.00% 0.00% 25423066 6.03%
Wu Haizhou 25423066 7.80% 25423066 7.80% 25423066 6.03% 0.00%
Sun Jian 13050000 4.00% 13050000 4.00% 13050000 3.10% 0.00%
LV zewei 12434384 3.81% 12434384 3.81% 12434384 2.95% 0.00%
Xu Yi 6908346 2.12% 6908346 2.12% 6908346 1.64% 0.00%
Other shareholders 268168544 82.26% 268168544 82.26% 268168544 63.65% 268168544 63.65%
Total 325984340 100.00% 325984340 100.00% 421308040 100.00% —
Note: 1. The proportion of the number of voting shares in the total share capital = the number of shares actually owned by each shareholder ÷ the total share capital of the company
2. Jucheng machinery and Jucheng intelligence are people who act in concert
2、 Other relevant instructions
1. This equity change will not affect the company’s continuous operation and will lead to the change of the company’s control.
2. This equity change does not touch the tender offer, and the details of this equity change are detailed in the company’s designated letter
The Changzhou Tiansheng New Materials Co.Ltd(300169) detailed equity change report (Revised Version) and Changzhou Tiansheng New Materials Co.Ltd(300169) simplified equity change report (Revised Version) disclosed by cninfo.com, an information disclosure website. 3、 Necessary risk tips
Prior to this equity change, Wu Haizhou held Changzhou Tiansheng New Materials Co.Ltd(300169) 25423066 shares, accounting for 7.80% of the total share capital of the listed company, and all of them have been pledged. The pledgee is Qingdao Ronghai SDIC Asset Management Co., Ltd., and there is a risk that the Pledged Shares may be exercised by the pledgee, resulting in the failure to realize the voting right entrustment.
The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to the investment risks.
4、 Documents for future reference
1. Changzhou Tiansheng New Materials Co.Ltd(300169) detailed equity change report (Revised Version);
2. Changzhou Tiansheng New Materials Co.Ltd(300169) simplified equity change report (Revised Version).
It is hereby announced.
Changzhou Tiansheng New Materials Co.Ltd(300169) board of directors
February 21, 2002
