Stock Code: 002449 stock abbreviation: Foshan Nationstar Optoelectronics Co.Ltd(002449) Announcement No.: 2022-010 Foshan Nationstar Optoelectronics Co.Ltd(002449)
Announcement on the progress of the transfer registration of controlling shareholders and persons acting in concert on the transfer of shares by agreement and the change of controlling shareholders of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”) received the confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd. from the company’s shareholder Foshan Electrical And Lighting Co.Ltd(000541) (hereinafter referred to as ” Foshan Electrical And Lighting Co.Ltd(000541) “) on February 24, 2022, Guangdong Guangsheng Holding Group Co., Ltd. (hereinafter referred to as “Guangsheng group”) and its concerted actor Guangdong Guangsheng Capital Investment Co., Ltd. (formerly known as Guangdong Guangsheng Financial Holding Co., Ltd., hereinafter referred to as “Guangsheng capital”) have completed the delivery of 52051945 tradable shares of the company without restricted sales conditions, and the transfer has been registered under the name of Foshan Electrical And Lighting Co.Ltd(000541) . On January 28, 2022, Guangdong Electronic Information Industry Group Co., Ltd. (hereinafter referred to as “electronic group”) transferred 100% equity of Foshan sigma Venture Capital Co., Ltd. (hereinafter referred to as “Sigma”) to Foshan Electrical And Lighting Co.Ltd(000541) to complete the transfer and industrial and commercial procedures.
In conclusion, the transfer registration of 21.32% shares of Guangsheng group and its concerted actors Guangsheng capital and electronic group to Foshan Electrical And Lighting Co.Ltd(000541) has been completed, and the controlling shareholder of the company has been changed to Foshan Electrical And Lighting Co.Ltd(000541) . The details are hereby announced as follows:
1、 Share transfer
On September 29, 2021, the company received the notice from Guangsheng group and its concerted actors Guangsheng capital and electronic group, and each party signed the share transfer intention agreement with Foshan Electrical And Lighting Co.Ltd(000541) respectively. Foshan Electrical And Lighting Co.Ltd(000541) plans to acquire by cash agreement Foshan Nationstar Optoelectronics Co.Ltd(002449) 46260021 shares held by Guangsheng group and Guangsheng capital (equity accounting for 7.48%), 5791924 shares (equity accounting for 0.94%) and 100% equity of sigma held by electronics group. For details, please refer to the suggestive announcement on the signing of the share transfer intention agreement by the controlling shareholders and their persons acting in concert (2021-046) disclosed by the company on cninfo.com.
On January 28, 2022, the electronic group completed the transfer of 100% equity of sigma to Foshan Electrical And Lighting Co.Ltd(000541) and the formalities of industrial and commercial change.
2、 Share transfer registration
On February 24, 2022, the company received a notice that the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited issued the confirmation of securities transfer registration. The 52051945 tradable shares of the company with unlimited sales conditions held by Guangsheng group and Guangsheng capital have been transferred and registered in the name of Foshan Electrical And Lighting Co.Ltd(000541) , and the transfer date is February 23, 2022.
Before and after the completion of the share transfer, the shareholding changes of all parties are as follows:
Before the completion of this share transfer registration, after the completion of this share transfer registration
Name of shareholder
Number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
Foshan Electrical And Lighting Co.Ltd(000541) 1,014,900 0.16% 53,066,845 8.58%
Guangsheng group 46260021 7.48% 0%
Guangsheng capital 5791924 0.94%
Sigma 79753050 12.90%
3、 Changes of controlling shareholders and actual controllers after the completion of this transfer registration
Before this transaction, Guangsheng group and its concerted actors Guangsheng capital and Electronics Group held 21.32% of the shares of the company, and Foshan Electrical And Lighting Co.Ltd(000541) directly held 0.16% of the shares of the company. After the transfer, Foshan Electrical And Lighting Co.Ltd(000541) holds 21.48% of the shares of the company directly and indirectly, and the controlling shareholder of the company is changed from Guangsheng group to Foshan Electrical And Lighting Co.Ltd(000541) . This equity transfer is the equity transfer between the company’s controlling shareholder, actual controller and the person acting in concert, which does not lead to the change of the company’s actual control.
4、 Impact of this change on the company
After the completion of this transfer, the controlling shareholder of the company is changed to Foshan Electrical And Lighting Co.Ltd(000541) , and the actual controller is still Guangsheng group. This transfer will not change the independence of the company in business, assets, personnel, institutions and finance. The company still has independent legal personality and standardized corporate governance structure, and will not have an adverse impact on the production, operation and sustainable operation ability of the company.
5、 Other instructions
This share transfer does not violate the shareholders’ commitment on share locking, and does not violate the company law, securities law and other relevant laws, administrative regulations, departmental rules and normative documents.
6、 Documents for future reference
1. Confirmation of securities transfer registration of China Securities Depository and Clearing Co., Ltd; 2. Notice of approval of change registration issued by Foshan market supervision and Administration Bureau. It is hereby announced.
Foshan Nationstar Optoelectronics Co.Ltd(002449) board of directors
February 26, 2022
