Securities code: 002642 securities abbreviation: Ronglian Group Ltd(002642) Announcement No.: 2022-014 Ronglian Group Ltd(002642)
Progress announcement on change of control
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. On January 15, 2021, Shandong Jingda Technology Industry Development Co., Ltd. (hereinafter referred to as “Shandong Jingda”) signed the share transfer framework agreement with Mr. Wang Donghui and Ms. Wu Min, and transferred 53606425 shares of Ronglian Group Ltd(002642) (hereinafter referred to as ” Ronglian Group Ltd(002642) “, “listed company” or “company”) jointly held by Mr. Wang Donghui and Ms. Wu Min in cash, These shares are transferred in two batches: 26803212 shares are transferred in the first batch; 26803213 shares were transferred in the second batch. As of March 25, 2021, the transfer registration procedures for the above first batch of shares have been completed, with a total of 26803212 shares, all of which are non tradable shares. According to the relevant provisions of the share transfer framework agreement and voting right entrustment agreement signed by Mr. Wang Donghui, Ms. Wu Min and Shandong Jingda, the voting right entrustment of all the company’s shares other than the shares involved in the first batch of share transfer agreement will take effect, and the controlling shareholders and actual controllers of the listed company have changed. Shandong Jingda became the controlling shareholder of the company, and the state-owned capital management office of Jining high tech Zone became the actual controller of the company. For details, please refer to the company’s website on March 27, 2021（ http://www.cn.info.com.cn. ）The announcement on the cancellation of pledge and completion of transfer registration of some shares of controlling shareholders and change of control of the company (Announcement No.: 2021-037) disclosed.
2. On November 16, 2021, Mr. Wang Donghui, Ms. Wu Min, Shandong Jingda and Jining high tech Zone Jingke development microfinance Co., Ltd. signed the share transfer agreement. According to the requirements of the current rules for handling the share agreement transfer business of listed companies, all parties agreed to change the transfer mode of the second batch of shares (26803213 shares) agreed in the share transfer framework agreement from agreement transfer to block transaction transfer in batches. For details, please refer to the company’s website on November 18, 2021（ http://www.cn.info.com.cn. ）The disclosed progress announcement on change of control (Announcement No.: 2021-115).
Since the company completed the repurchase and cancellation of a total of 2.83 million restricted shares granted under the 2020 stock option and restricted stock incentive plan in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on September 8, 2021 and December 1, 2021, the total share capital of the company is reduced to 667250313 shares. Therefore, the proportion of shares directly held by Shandong Jingda is 4.02%, and the proportion of voting rights held by Shandong Jingda in listed companies is changed to 21.75%; Ms. Wu Min plans to transfer the second batch of 26803213 shares, accounting for 4.02% of the current total share capital of the company.
On February 11, 2022, Ms. Wu Min and Shandong Jingda completed the first block transaction. For details, please refer to the company’s announcement on cninfo.com on February 15, 2022（ http://www.cn.info.com.cn. ）The disclosed progress announcement on change of control (Announcement No.: 2022-012).
1、 Progress of this block transaction and change of control
Recently, the company learned that Shandong Jingda and Ms. Wu Min have completed the second block transaction according to the agreement of both parties. Shandong Jingda has transferred 2064614 shares of the company, accounting for 0.3094% of the company’s total share capital of 667250313 shares in the current period. The specific transactions are as follows:
Shareholder name trading method trading direction trading time trading quantity trading price accounting for the company
(share) (yuan / share) proportion of total share capital
Shandong Jingda bulk trading purchase February 21, 2022
Wu Min sold 2064614 6.71 0.3094%
Before and after this block transaction, the changes of shares held by Shandong Jingda, Ms. Wu Min and Mr. Wang Donghui, who acted in concert, are as follows:
Before and after this transaction
Shareholders are entitled to vote
Name number of shares held number of shares holding shares entitled to vote number of shares holding shares entitled to vote (shares) proportion (shares) proportion (shares) proportion (shares) proportion (shares) proportion
Shandong Jingda 31297902 4.69% 145128677 21.75% 33362516 5.00% 145128677 21.75%
Wu Min 33362417 5.00% 0.00% 31297803 4.69% 0.00%
Wang Donghui 80468358 12.06% 0.00% 80468358 12.06% 0.00%
Note: the above proportions are calculated by rounding to two decimal places.
2、 Impact of this transaction on the company
1. This transaction is conducive to consolidating the controlling position of Shandong Jingda, integrating the resource advantages of the company, improving the corporate governance ability, anti risk ability and profitability, as well as the healthy and sustainable development of the company, without damaging the interests of minority shareholders.
2. The performance and change of the above transactions and related agreements will not have an impact on the normal production and operation of the company, nor will it lead to the situation that the listed company is not independent of its controlling shareholders, actual controllers and other enterprises controlled by it in terms of business, assets, finance, personnel and institutions, nor will it lead to significant changes in the operation and management of the company’s business.
3、 Other instructions
1. The implementation of this transaction does not violate the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board The provisions of laws, regulations, normative documents and relevant agreements, such as several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, have not violated relevant commitments.
2. The time of subsequent block transactions shall be carried out by both parties in accordance with the relevant laws and regulations at that time. The company will continue to pay attention to the transaction progress and subsequent matters, and urge the relevant parties of the transaction to timely perform the obligation of information disclosure in accordance with the relevant provisions. Please pay attention to the relevant announcements and pay attention to the investment risks.
3. The information disclosure media designated by the company are securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）, all information of the company shall be subject to the information published in the above media.
4、 Documents for future reference
1. Details of shareholding changes of China Securities Depository and Clearing Co., Ltd
It is hereby announced.
Ronglian Group Ltd(002642) board of directors February 23, 2002
