Stock abbreviation: ST Yinyi Stock Code: Yinyi Co.Ltd(000981) Announcement No.: 2022008
Yinyi Co.Ltd(000981) about
Changes in shareholders’ equity and changes in controlling shareholders and actual controllers
Suggestive announcement
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. This equity change is caused by the implementation of Yinyi Co.Ltd(000981) reorganization plan (hereinafter referred to as “reorganization plan” or “reorganization plan”).
2. This equity change changed the controlling shareholder of Yinyi Co.Ltd(000981) (hereinafter referred to as “the company”) from Ningbo Yinyi Holding Co., Ltd. (hereinafter referred to as “Yinyi holding”) to Jiaxing zihejinxin equity investment partnership (limited partnership) (hereinafter referred to as “zihejinxin”), and the actual controller was changed from Mr. Xiong Xunqiang to Mr. Ye Ji.
3. According to the specific implementation of the reorganization plan, after the company implemented the conversion of capital reserve, the shareholding of other major shareholders also changed.
1、 Background of this equity change
On June 23, 2020, Ningbo intermediate people’s Court of Zhejiang Province (hereinafter referred to as “Ningbo intermediate people’s court”) ruled to accept the application for reorganization of the company, and designated the Yinyi enterprise liquidation group composed of relevant government departments and relevant intermediaries as the temporary manager of the company. The company entered the reorganization procedure. The temporary manager of the company has voted to become the official manager at the first creditors’ meeting (hereinafter referred to as the “company manager”).
On December 11, 2020, the second creditors’ meeting and the investors’ group meeting of the company respectively voted and approved the Yinyi Co.Ltd(000981) reorganization plan (Draft) and the investor’s rights and interests adjustment plan of Yinyi Co.Ltd(000981) reorganization plan (Draft), For details of the above matters, please refer to the announcement of the manager on the convening and resumption of the second creditors’ meeting (Announcement No.: 2020127) and the announcement of the manager on the resolution of the investor group meeting (Announcement No.: 2020128) disclosed by the company’s manager on cninfo.com on December 12, 2020. The announcement on the reorganization agreement between the investor and the manager of ZXs was signed on December 15, 2020 (see the announcement on the reorganization agreement between ZXs and ZXs for details).
On December 15, 2020, the manager received the civil ruling (2020) zhe02 Po No. 4 issued by Ningbo intermediate people’s court, which ruled to approve the Yinyi Co.Ltd(000981) reorganization plan and terminate the reorganization procedure of Yinyi shares. For details, please refer to the announcement of the manager on the approval of the reorganization plan by the court (Announcement No.: 2020130) disclosed by the company on December 16, 2020.
2、 Basic information of this equity change
According to the relevant arrangements of the reorganization plan and the reorganization investment agreement:
1. Taking the existing total share capital of Yinyi shares as the base, the capital reserve is converted into shares according to the proportion of 6.48 shares per 10 shares, and a total of 2610137444 shares can be converted into shares. After the conversion, the total share capital of Yinyi shares will increase from 4027989882 shares to 6638127326 shares. Then, taking 6638127326 shares as the base, the capital reserve will be increased according to the proportion of 5.06 shares per 10 shares, and a total of 3359343562 shares can be increased. After the conversion, the total share capital of Yinyi shares was finally increased to 9997470888 shares.
2. Among the above converted shares, zihejinxin transferred a total of 2988200641 shares through the transfer of 1174433403 performance compensation shares transferred by Ningbo Yinyi Holding Co., Ltd. and its controlling shareholders, the transfer of 3752927 remaining undistributed converted shares and 1810014311 converted shares transferred by all shareholders for the introduction of restructuring investors, Accounting for 29.89% of the total shares after reorganization.
3. If the above arrangements are implemented, the shareholding and shareholding ratio changes of zihejinxin and other major shareholders of the company are shown in the table below:
Before and after this equity change
shareholder
Shareholding quantity shareholding proportion shareholding quantity shareholding proportion
Zihejin core 0.00% 298820064129.89%
Yinyi Holdings 74738334718.55% 7473833477 7.48%
Ningbo Shengzhou Investment Co., Ltd. 92261113222.91% 9226111329.23%
Xiong Jikai 71155703617.67% 7115570367.12%
Tibet Yinyi Investment Management Co., Ltd. 48141479511.95% 4814147954.82%
Ningbo Development and Investment Group Co., Ltd. 2067533415.13% 4608775364.61%
Other shareholders 95827023123.79% 368542640126.86%
Total 4027989882100.00% 9997470888100.00%
3、 Changes in equity control structure after this equity change
1. Change of controlling shareholder of the company
According to the relevant arrangements of the reorganization plan and the reorganization investment agreement, as of the disclosure date of this announcement, zihejinxin holds 2988200641 shares of the company, accounting for 29.89% of the total share capital of the company. It is the largest shareholder of the company and the voting rights of the shares of the listed company that can be actually controlled are enough to have a significant impact on the resolutions of the general meeting of shareholders of the company. Zihejinxin has become the controlling shareholder of the company.
2. Reorganization of the company’s board of directors
The fifth extraordinary general meeting of shareholders in 2021 held by the company on December 23, 2021 deliberated and approved the proposal on the general election of the board of directors of the company. The eighth board of directors of the company is composed of 9 people, of which Mr. Ye Ji is the controlling shareholder and actual controller of Chiji Holding Group Co., Ltd. (hereinafter referred to as “Chiji group”), and is currently the legal representative of Chiji group, According to the resolution of the first extraordinary meeting of the eighth board of directors held on December 23, 2021, Mr. Ye Ji was elected as the chairman of the eighth board of directors of the company; Mr. Zhang Yuming, the director, is now the general manager of the strategic investment center of Ningbo Chancheng Ecological Construction Group Co., Ltd. (hereinafter referred to as “Ningbo Chancheng”) controlled by Mr. Ye Ji; Mr. Zhang Ying is now the supervisor of Ningbo industrial city and the director of the president’s office; Mr. Shi Chuan is the vice president of Ningbo industrial city; Mr. Xu Bing is currently the vice president of Geely Technology Group Co., Ltd. (the related party Geely maijie Investment Co., Ltd. is the limited partner of zihejinxin); Mr. Liu Zhongxi is currently the executive director of Tianjin Haili ark Investment Management Co., Ltd. (the related party Qingdao Haili Huiyin investment partnership (limited partnership) is the limited partner of zihejinxin).
3. Change of actual controller of the company
After this equity change, the actual controller of Chiji group, as the executive partner of the controlling shareholder zihejinxin, namely the current chairman of the company, Mr. Ye Ji, was changed to the actual controller of the company. The equity structure after the change is as follows:
4、 Share restrictions of controlling shareholders
According to the restructuring investment agreement, zihejinxin promises not to publicly reduce its holdings in the secondary market within 36 months from the date of registration to its name (the registration date shall be subject to the date when zhongdeng Shenzhen actually registers in the securities account designated by zihejinxin), However, after holding the above converted shares, the agreed transfer, free transfer and capital increase between different entities (including subsidiaries) controlled by the same actual controller are not subject to the above reduction restrictions; Except for the above-mentioned circumstances not subject to the restriction of reduction, any third party who receives the above-mentioned converted shares of zihejin core shall continue to be bound by the above-mentioned commitments. At present, the company has completed the share transfer to zihejinxin according to the reorganization plan and registered it in the account of zihejinxin on February 24, 2022.
As of the disclosure date of this announcement, in addition to the above restrictions, there are no other rights restrictions on the shares of the company held by zihejinxin.
5、 Other matters
1. At present, the company’s reorganization plan is being promoted in an orderly manner. The company and relevant information disclosure obligors will disclose prompt announcements or equity change reports and other relevant contents in a timely manner according to the implementation progress of the reorganization plan.
2. The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）, all information of the company is subject to the information published in the above designated media. Please make prudent decisions and pay attention to investment risks.
It is hereby announced.
Yinyi Co.Ltd(000981)
Board of directors
