Securities code: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) securities abbreviation: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) Announcement No.: 2022014 Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Suggestive announcement on the transfer of some shares of the company by shareholders' agreement
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 transfer of shares under this Agreement does not touch the tender offer;
2. The transfer of shares under this Agreement does not involve and will not lead to changes in the controlling shareholder and actual controller of the company;
3. The transfer of shares under this agreement can only be handled in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the compliance review of Shenzhen Stock Exchange. There is uncertainty whether it can pass the above compliance review. Please pay attention to the investment risk.
1、 Overview of this agreement transfer
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (hereinafter referred to as " Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) " or "the company") received a notice from the controlling shareholder of the company, Shanghai Pengxin (Group) Co., Ltd. (hereinafter referred to as "Pengxin group"), who acted in concert, Lhasa Economic and Technological Development Zone Houkang Industry Co., Ltd. (hereinafter referred to as "Houkang industry" or "party a"), It is learned that one stock pledge contract pledged to Guokai Securities Co., Ltd. (hereinafter referred to as "Guokai securities" or "Party C") has been expected to be repurchased. The principal balance of the above stock pledge contract to be purchased back is 497.84 million yuan. In accordance with the notice of Shenzhen Stock Exchange on matters related to the default disposal of stock pledge repo transaction through agreement transfer, the Interim Rules for the handling of negotiated transfer business of circulating shares of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the handling of negotiated transfer business of listed companies of Shenzhen Stock Exchange and other relevant notices and regulations, Houkang industry signed the share transfer agreement with Shenwan Hongyuan Group Co.Ltd(000166) Securities Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) " or "Party B") and CDB securities on February 28, 2022. It plans to transfer 204872428 shares of the company held by it to Shenwan Hongyuan Group Co.Ltd(000166) , with the transfer price of 2.43 yuan / share, accounting for 3.21% of the total shares of the company.
Before and after the transfer of the share agreement, the shareholding changes of both parties are as follows:
Before and after change
corporate name
Number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
Houkang industry 98464080015.45% 77976837212.23%
Shenwan Hongyuan Group Co.Ltd(000166) 3,420800 0.05% 208293,228 3.27%
2、 Basic information of the transferor
1. Pledgor / transferor: Lhasa Economic and Technological Development Zone Houkang Industrial Co., Ltd
Unified social credit Code: 91540234064663647w
Registered capital: 10 million yuan
Legal representative: Wang Bing
Address: 1819, 8th floor, headquarters economic base building, No. 5 Gesang Road, Lhasa Economic and Technological Development Zone
Business scope: engineering technology development, technical service and technology transfer; Business consulting services; Enterprise consulting services; Sales of daily necessities, clothing and office supplies [items that need to be approved according to law can only be operated after being approved by relevant departments].
2. Transferee: Shenwan Hongyuan Group Co.Ltd(000166) Securities Co., Ltd
Unified social credit Code: 9131 Shenzhen Sed Industry Co.Ltd(000032) 44445565
Registered capital: 53.5 million yuan
Legal representative: Yang Yucheng
Address: 45 / F, No. 989, Changle Road, Xuhui District, Shanghai
Business scope: licensed items: securities business; Securities investment consulting; Securities investment fund sales service; Securities investment fund custody. (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: securities companies provide intermediary introduction business for futures companies. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
3. Pledgee: Guokai Securities Co., Ltd
Unified social credit Code: 91110 Sichuan Haowu Electromechanical Co.Ltd(000757) 703541y
Registered capital: 950 million yuan
Legal representative: sun Xiaokun
Address: floors 1-9, No. 29, Fuchengmenwai street, Xicheng District, Beijing
Business scope: securities brokerage; Securities investment consulting; Financial advisers related to securities trading and securities investment activities; Securities underwriting and recommendation; Self operated securities; Securities asset management; Margin trading; Securities investment fund sales; Sell financial products on a commission basis. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
4. Description of other relationships
There is no association or concerted action relationship between the transferee Shenwan Hongyuan Group Co.Ltd(000166) and the transferor Houkang industry, the controlling shareholder of the company, the actual controller and other enterprises controlled by it, as stipulated in the company law, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock exchange and other relevant laws, regulations and normative documents, There is no agreement or tacit understanding reached through written or oral actions, no entrusted shareholding, trust shareholding, voting right entrustment or similar arrangements, and no intention and arrangement of the above relationship. 3、 Main contents of share transfer agreement
1. Party A agrees to transfer the subject shares it holds to Party B according to the terms and conditions agreed in this agreement, Party B agrees to transfer the subject shares in cash according to the terms and conditions agreed in this agreement, and Party C agrees to the transfer of the subject shares.
2. From the date of completion of the transfer of the subject shares, all rights and obligations related to the subject shares shall be transferred to the transferee, including but not limited to: voting right, dividend right and right to know, which shall be subject to the provisions of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) articles of association and relevant laws, regulations or normative documents; Relevant obligations include but are not limited to the obligation to restrict transfer, etc.
3. Party A and Party B confirm that the transfer price is 70% of the closing price of the subject shares on the trading day before the signing date of this transfer agreement, that is, the transfer price of the subject shares is 2.43 yuan / share, and the total transfer price is 49784 Shenzhen Guohua Network Security Technology Co.Ltd(000004) yuan.
4. Party B shall pay the transfer price to Party A within 10 working days after the completion of the transfer of the subject shares. With the unanimous consent of Party A, Party B and Party C, Party B shall directly transfer the transfer price of the subject shares to the bank account designated by Party A for returning the principal of Party A's stock pledge loan in Party C.
When Party A confirms that Party B transfers the transfer price of the subject shares to the above designated account, it shall be deemed that Party B has completed the payment of the transfer price. Party C confirms that from the date when Party B transfers the transfer price of the subject shares to the above account, Party A shall be deemed to have completed the repayment of the principal of the corresponding amount of stock pledge loan.
5. After this agreement takes effect, Party A and Party B shall submit an application for confirmation of the transfer of the subject shares to Shenzhen Stock Exchange. Within 3 working days after the confirmation document of Shenzhen stock exchange is obtained for the transfer of this agreement, Party A and Party B shall jointly go through the following procedures at Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.:
(1) Party A and Party B shall be responsible for providing all documents to be delivered when handling the transfer procedures of the subject shares and handling the transfer procedures of the subject shares;
(2) Pay all handling charges, stamp duty and other related fees respectively according to the regulations;
(3) After completing all the above procedures, Party B shall be deemed to have completed the transfer of the subject shares after receiving the confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. confirming that Party B has legally owned the shares.
As the Pledgee of the subject shares, Party C shall provide necessary and timely cooperation in the process of handling the transfer procedures of the subject shares.
6. Commitment and guarantee of Party A
(1) All statements, promises and warranties made by Party A are true, accurate and complete on the signing date of this Agreement and as of the completion date of the transfer, and are not misleading.
(2) Party A has full right and capacity to enter into this Agreement and exercise its rights and perform its obligations in accordance with this agreement.
(3) Party A agrees and approves this Agreement and the transfer of shares under this Agreement; The transfer of shares under this Agreement shall be approved by all relevant competent authorities prescribed by Chinese laws before the completion date of the transfer.
(4) The subject shares transferred under this Agreement are legally obtained by Party A; No third party claims rights to the transferred shares; Nor has any judicial or administrative authority made a ruling or decision to freeze or prohibit the transfer of the subject shares held by Party A.
7. Party B's commitment and guarantee
(1) All statements, promises and warranties made by Party B are true, accurate and complete on the signing date of this Agreement and as of the completion date of the transfer, and are not misleading.
(2) Party B has the full right and capacity to enter into this Agreement and exercise its rights and perform its obligations in accordance with this agreement.
(3) Party B has obtained the approval and authorization necessary for signing this Agreement and performing its obligations under this agreement.
(4) Party B promises to abide by the articles of association of the listed company and fully perform all obligations stipulated in laws, regulations and articles of association after the transfer of the subject shares is registered in its name.
8. Commitment and guarantee of Party C
(1) All statements, promises and warranties of Party C are true, accurate and complete on the signing date of this Agreement and as of the completion date of the transfer, and are not misleading.
(2) Party C has the full right and capacity to enter into this Agreement and exercise its rights and perform its obligations in accordance with this agreement.
(3) Party C agrees to the transfer of shares under this agreement.
4、 Is there any change of commitment, exemption or undertaking in this transfer
As of the disclosure date of this announcement, there is no commitment change, exemption or undertaking in this share agreement transfer. 5、 The impact of this transfer on the stability of the company's production and operation and control rights
After the completion of this share transfer, Houkang industry will hold 779768372 shares of the company, accounting for 12.23% of the total share capital of the company. The controlling shareholder Pengxin group and its persons acting in concert will hold 3420953342 shares of the company, accounting for 53.67% of the total share capital of the company.
The implementation of this equity transfer will not lead to the change of the company's control, will not have an adverse impact on the company's continuous operation and governance structure, and will not damage the interests of listed companies and other shareholders.
6、 Other instructions
1. The share transfer complies with the company law, the securities law, the measures for the administration of the acquisition of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations The provisions of departmental rules and business rules do not infringe on the interests of listed companies and minority shareholders.
2. The share transfer can only be handled in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the compliance confirmation of Shenzhen Stock Exchange.
3. The information disclosure media designated by the company are securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo（ http://www.cn.info.com.cn. ）, the information about the company shall be subject to those published in the above designated media.
7、 Documents for future reference
1. Share transfer agreement.
It is hereby announced.
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) board of directors March 2, 2022
