Securities code: Kingland Technology Co.Ltd(000711) securities abbreviation: Kingland Technology Co.Ltd(000711) Announcement No.: 2022051 Kingland Technology Co.Ltd(000711)
Issue shares to purchase assets and raise supporting funds
And a suggestive announcement on the lifting of the ban and listing and circulation of some restricted shares in connected transactions
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 number of restricted shares lifted this time is 90091470 shares, accounting for 8.80% of the company's total share capital of 102366781600 shares; The number of restricted shares of the above shares is 58843267; The actual number of shares that can be listed and circulated this time is 31248203 shares, accounting for 3.05% of the company's total share capital of 1023667816 shares;
2. The listing and circulation date of the shares whose sales restrictions are lifted this time is Tuesday, March 8, 2022.
1、 Basic information on the acquisition of restricted shares this time
On January 15, 2019, Kingland Technology Co.Ltd(000711) (hereinafter referred to as "the company", "listed company" and " Kingland Technology Co.Ltd(000711) ") received the reply on approving Kingland Technology Co.Ltd(000711) to issue shares to purchase assets and raise supporting funds from Yin Xiaodong and others (zjxk [2019] No. 32) from the CSRC. The company is approved to issue 113842569 shares to Yin Xiaodong and 33170185 shares to other 36 counterparties to purchase 567152% equity of Zhongke Dingshi Environmental Engineering Co., Ltd. (hereinafter referred to as "Zhongke Dingshi"). The details of this offering are as follows:
Sequence name of issuing object number of shares issued restriction period
No. (share)
Consideration shares subscribed by Yin Xiaodong in this offering
Shares shall not be transferred within 12 months from the listing date of such shares. After the expiration of the aforesaid legal sales restriction period, Yin Xiaodong obtained
The prohibition of the shares shall be lifted in three times in accordance with the provisions of this agreement
1 Yin Xiaodong 113842569 from the date of expiration of the restricted sale period to the last settlement of the consideration shares
During the period on the date of prohibition, the consideration shares that have not been lifted shall not be transferred
Let: ① the first lifting of the ban: the consideration shares obtained by Yin Xiaodong
25% of the ban shall be lifted after 12 months from the listing date of such shares; ② Second lifting of the ban: the consideration shares obtained by Yin Xiaodong shall be
25% of the shares will be lifted after 24 months from the listing date; ③ The third lifting of the ban: the remaining consideration shares obtained by Yin Xiaodong shall be lifted 36 months after the listing date of these shares.
Despite the above agreement, Yin Xiaodong has the obligation of share compensation to the listed company, Then the actual number of shares that Yin Xiaodong can release in that year shall be the maximum number of shares that Yin Xiaodong can release in that year corresponding to the above agreement, deducting the difference between the number of shares that Yin Xiaodong should compensate in that year, If the actual number of shares that can be lifted after deduction is less than or equal to 0, the actual number of shares that can be lifted by Yin Xiaodong in that year is 0. After deducting the above compensation shares and Yin Xiaodong has fulfilled the corresponding compensation obligations, the ban can be lifted only if there is still a balance of shares in the current year. If Yin Xiaodong has fulfilled the corresponding compensation obligations in accordance with this agreement, the corresponding consideration shares can be lifted in accordance with this agreement.
After the expiration of the above legal lock-in period, if the counterparty acts as a director, supervisor and senior manager of the listed company, such natural persons shall also act as directors, supervisors and senior managers in accordance with the relevant laws and regulations of the CSRC and the Shenzhen Stock Exchange The senior managers need to further fulfill the sales restriction commitments.
After the completion of this transaction, the shares of the listed company increased by the counterparty due to the bonus shares given by Jinglan technology and the conversion of capital stock shall also abide by the above agreement.
2 Wang Haidong 2562643
3 Zhao duo 1601651 shall not be transferred within 36 months from the listing date of such shares. 4 Jin Zengwei 1601651 other counterparties except Yin Xiaodong subscribe for the consideration shares obtained by Li Wanbin 1281321 in this offering, and Yang Yong 960992 shall not be transferred within 36 months from the listing date of these shares; In order to enhance the operability of profit forecast compensation and the realizability of 7 Chen Kai 640659, after the expiration of the above legal lock-in period: all the consideration shares subscribed by other counterparties except Yin Xiao 8 Wang Ning 320329 East are locked at the expiration of 9 Ningxiang 1601651 And after the disclosure of the subject assets in the 2020 special audit report 10 Zhang Jingxin 1281321 and the impairment test report, the announcement of the annual report of Liu Shuang 1281321 of the listed company in November 2020, and the fulfillment of the profit compensation obligations of 12 Qu Zhizhi 960992 of other counterparties except Yin Xiaodong, In addition to Yin Xiaodong, the 13 Tian Geng 960992 consideration shares subscribed by other counterparties can be lifted at one time. 14 sang Zhiwei 800825 after the expiration of the above legal lock-in period, if the counterparty acts as a director, supervisor and senior manager of the listed company, These natural 15 Zhao Jianjun 640659 people also need to implement the sales restriction commitments that Chen Bohua 640659, as a director, supervisor and senior manager, needs to further fulfill in accordance with the relevant laws and regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange.
18 Li Qingwu 640659 after the completion of this transaction, the counterparty's increased holdings of 20 Cai Wenbo 384394 shares of the listed company due to Jinglan 19 Tian Ziyi 480503 technology giving bonus shares and increasing share capital shall also abide by the above agreement.
21 Jiang Wei 320329
22 Wang Chenyang 320329
23 Zhang Shumin 320329
24 Li Zhongbo 320329
25 song Huimin 320329
26 Wang Shijun 320329
27 Fang Zhongxin 320329
28 Liu Yanchen 320329
29 Yao Yuanyi 320329
30 Qiu Erying 320329
31 Zhang Jiangwei 240246
32 Zhang Wen 192199
33 Ma ningcui 160166
34 Niu Jing 160166
35 Yang Zhihao 160166
36 Liu Jinwei 160166
37 fan Limin 9609905
Total 147012754
The newly added shares of the company in this issue of shares to purchase assets and raise supporting funds and issued shares for related party transactions to purchase assets were listed on Shenzhen Stock Exchange on February 25, 2019. (for details, please refer to the company's website on February 22, 2019)（ http://www.cn.info.com.cn. ）. announcement on issuing shares to purchase assets and raising matching funds and changes in new shares in related party transactions and listing and other relevant announcements published in China Securities Journal, securities times and Shanghai Securities News.)
As of the disclosure date of this announcement, the total share capital of the company is 1023667816 shares, which is unchanged from that after the issuance. 2、 Commitments and performance made by the holders of tradable restricted shares this time
The commitment Bank of restricted shares has several commitments and additional commitments
(I) about ensuring the independence of Kingland Technology Co.Ltd(000711) personnel
1. Guarantee the general manager, deputy general manager, financial director and Secretary of the board of directors of Kingland Technology Co.Ltd(000711)
And other senior managers shall not serve as directors and supervisors in other enterprises controlled by the promisor
Other positions other than and not paid in other enterprises controlled by the promisor; Guaranteed Jinglan
The financial personnel of science and technology shall not be part-time or paid in other enterprises controlled by the promisor.
2. Ensure that Kingland Technology Co.Ltd(000711) has a complete and independent labor, personnel and salary management system,
And these systems are completely independent of the promisor and other enterprises controlled by the promisor
