Securities code: Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) securities abbreviation: Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) Announcement No.: 2022022
Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200)
On the signing of share transfer agreement and equity change by shareholders holding more than 5%
Suggestive announcement
Mr. Xu Hongyao and Ms. Zhang Guoying, the shareholders holding more than 5%, guarantee that the information provided to the company is true
True, accurate and complete, without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor
To.
Important:
1. The transfer of shares under this Agreement does not involve tender offer.
2. The transfer of shares under this Agreement shall also be subject to the compliance confirmation of Shenzhen Stock Exchange and the registration of China Securities
It remains to be seen whether the share transfer registration and other procedures of Shenzhen Branch of China Securities Clearing Co., Ltd. can be finally implemented
There is uncertainty.
3. The transfer of shares under this agreement will not lead to changes in the controlling shareholders and actual controllers of the company.
1、 Basic information of signing the share transfer agreement
On March 2, 2022, Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) (hereinafter referred to as “the company”) received a notice from the shareholder Mr. Xu Hongyao and learned that Mr. Xu Hongyao and the persons acting in concert, Ms. Zhang Guoying and Shen Ya
Ms. Fei signed the share transfer agreement. Mr. Xu Hongyao and Ms. Zhang Guoying transferred 13697962 shares of the company to Ms. Shen Yafei by means of agreement transfer, and the transferred shares accounted for 20% of the total shares of the company
7.44% of share capital. Among them, Mr. Xu Hongyao transferred 10943702 shares, accounting for 5.94% of the total share capital of the company; Ms. Zhang Guoying transferred 2754260 shares, accounting for 1.50% of the total share capital of the company. Before and after this equity change
The changes of relevant shareholders’ shares are as follows:
Before and after this equity change
Name of shareholder
Shareholding quantity shareholding proportion shareholding nature shareholding quantity shareholding proportion shareholding nature
(shares) (shares)
Unlimited sales flow
Xu Hongyao 109437025.94% 0-
Through stock
Unlimited sales in the UK 12264945%
Through stock
Unlimited sales volume Shen Yafei 0 – 136979627.44%
Through stock
2、 Basic information of both parties to this transfer
(I) basic information of Transferor
1. Transferor I:
(1) Name: Xu Hongyao;
(2) Gender: male;
(3) Nationality: China;
(4) Mailing address: Lizhu Town, Shaoxing County, Zhejiang Province;
(5) Whether to obtain permanent residency in other countries and regions: No.
2. Transferor II:
(1) Name: Zhang Guoying;
(2) Gender: female;
(3) Nationality: China;
(4) Mailing address: Lizhu Town, Shaoxing County, Zhejiang Province;
(5) Whether to obtain permanent residency in other countries and regions: No.
(II) basic information of the transferee
1. Name: Shen Yafei;
2. Gender: female;
3. Nationality: China;
4. Mailing address: Shihuang Town, Shengzhou City, Zhejiang Province;
5. Whether to obtain permanent residency in other countries and regions: No.
3、 Main contents of share transfer agreement
(I) parties to the share transfer agreement
Party A (transferor): Party A I and Party A II
Party A I (transferor): Xu Hongyao
Party A II (transferor): Zhang Guoying
Party B (transferee): Shen Yafei
(II) signing time of share transfer agreement
March 2, 2022.
(III) share transfer
3.1 transfer price of subject shares
Both parties agree that Party A will transfer 13697962 shares of the target company held by Party A to Party B through agreement transfer. The subject shares of this transaction account for 7.44% of the total share capital of the target company. This transaction is based on 7.79 yuan per share (i.e. 95.12% of the closing price of 8.19 yuan / share on March 1, 2022), The total price is RMB one hundred and six million seven hundred and seven thousand one hundred and twenty-four yuan only (￥ 106707124). 3.2 share transfer payment and share transfer procedures
Party A and Party B agree that the payment of this share transfer and the transfer procedures of the subject shares shall be handled according to the following process:
3.2.1 Party A shall, within 10 working days after the signing of this Agreement (i.e. before March 16, 2022), submit the materials required for this share agreement transfer to Shenzhen Stock Exchange in accordance with the relevant business rules of Shenzhen Stock Exchange on share agreement transfer.
3.2.2 Party B shall pay the first transfer amount of this transaction to the bank account designated by Party A within 3 working days after the Shenzhen stock exchange issues the share transfer confirmation for this share transfer: 35 million yuan only.
3.2.3 after Party B pays the first share transfer payment, Party A shall transfer all the subject shares (13697962 shares in total) of this transaction to Party B in accordance with the relevant business rules of Shenzhen Stock Exchange on the share transfer agreement and the transfer procedures of the subject shares arranged by Party B.
3.2.4 within 3 months after the transfer of the subject shares is completed, Party B shall pay the remaining share transfer price to Party A: seventy-one million seven hundred and seven thousand one hundred and twenty-four yuan only (￥ 71707124).
(IV) effective time and conditions of the agreement
The share transfer agreement shall come into force as of the date when it is signed and sealed by both parties.
4、 Impact of this share transfer on the company
Mr. Xu Hongyao and Ms. Zhang Guoying are not the controlling shareholders and actual controllers of the company. This share transfer will not lead to changes in the controlling rights and actual controllers of the company, and will not have a significant impact on the corporate governance structure and daily operation.
5、 Other tips
This share transfer also needs to go through the compliance confirmation of Shenzhen Stock Exchange and the share transfer registration of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. Whether the final implementation can be completed and the implementation results are still uncertain. The company will continue to pay attention to the progress of this matter, fulfill the obligation of information disclosure in time in strict accordance with the relevant provisions of laws and regulations, and invite investors to pay attention to the follow-up announcement and pay attention to investment risks.
6、 Documents for future reference
1. Notification letter on the implementation of share reduction plan and follow-up plan;
2. Share transfer agreement between Mr. Xu Hongyao, Ms. Zhang Guoying and Ms. Shen Yafei.
It is hereby announced.
Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) board of directors
March 4, 2002
