Securities code: 002775 securities abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775)
Bond Code: 128127 bond abbreviation: Liberal Arts convertible bond Announcement No.: 2021-062 Shenzhen Wenke Landscape Co.Ltd(002775)
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. Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as ” Shenzhen Wenke Landscape Co.Ltd(002775) ” or “the company”), the controlling shareholder, the actual controller, Mr. Li Congwen and Mr. Zhao Wenfeng, and the shareholder acting in concert, Shenzhen liberal arts Holding Co., Ltd. (hereinafter referred to as “liberal arts holding”) intend to invest in Foshan construction and Development Investment Co., Ltd. (hereinafter referred to as “Foshan construction investment”) ）Transfer part of its shares by agreement, A total of 117936422 shares (accounting for about 23.00% of the total share capital of the company); meanwhile, liberal arts holdings promises to transfer its remaining 19509978 shares from the date of completion of the share transfer (accounting for about 3.80% of the total shares of the company), all voting rights are entrusted to Foshan construction investment. After the agreement transfer and voting rights entrustment are completed, the proportion of voting rights owned by Foshan construction investment will reach 26.80%, Foshan construction investment will obtain the control of the company, and the actual controller of the company will be changed to the state owned assets supervision and Administration Commission of Foshan Municipal People’s Government (hereinafter referred to as “Foshan SASAC”) ）。
2. Foshan construction investment and the company signed the share subscription agreement with conditional effect, Foshan construction investment intends to subscribe for no more than 100000000 non-public shares of the company in cash (the final number shall be subject to the requirements of the approval documents of the CSRC). Without considering the change in the number of share capital caused by the conversion of convertible bonds into shares and other factors, according to the issuance ceiling, the proportion of voting rights of Foshan construction investment will reach 38.75% of the total share capital of the company after the issuance. After the issuance, Foshan construction investment will further consolidate its control over the company.
3. The introduction of state-owned capital shareholder Foshan construction investment in this transaction is conducive to optimizing the company’s shareholder structure, enhancing the company’s financial credit and capital strength, improving the company’s anti risk ability, improving the company’s ecological environment industrial chain, optimizing and upgrading the company’s main business structure and improving the company’s comprehensive profitability, It is conducive to the company’s better participation in the construction of ecological civilization in Guangdong, Hong Kong, Macao, Dawan district and even the whole country. The company and Foshan construction investment will cooperate closely, make good use of their respective resources and platform advantages, choose the opportunity to integrate and restructure relevant assets in accordance with the market-oriented principle, and make every effort to build the company into a leading listed enterprise integrating green ecological construction, smart city operation and green building materials in Dawan District, Guangdong, Hong Kong and Macao, and become a classic example of mixed ownership reform of listed companies.
4. As of the disclosure date of this announcement, this equity change still needs to submit an application for examination to Shenzhen Stock Exchange, and after obtaining the confirmation document of this transfer from Shenzhen Stock Exchange, both parties to the transfer shall apply to China Securities Depository and Clearing Co., Ltd. and its dispatched offices for the registration of share transfer according to the agreement; It still needs to pass the business concentration audit of the Anti Monopoly Bureau of the State Administration of market supervision; It still needs to be approved by the competent department of state owned assets; The non-public offering needs to be deliberated and approved by the general meeting of shareholders of the company; The non-public offering of shares needs to be approved by the CSRC.
1、 Basic information of this equity change
This equity change consists of three parts: transfer of shares by agreement, acceptance of voting power entrustment and subscription of non-public shares of the company, as follows:
(i) Shares transferred by agreement
On December 22, 2021, Foshan construction investment signed the share transfer agreement with Zhao Wenfeng, Wenke holdings and Li Congwen, Foshan construction investment intends to transfer 30950400 shares of the company held by Zhao Wenfeng (about 6.04% of the total shares of the company) and 86986022 shares of the company held by liberal arts Holdings (about 16.96% of the total shares of the company) through agreement transfer, with a total of 117936422 shares of the company (about 23.00% of the total shares of the company).
（2） Accept voting authorization
On December 22, 2021, Foshan construction investment and liberal arts holdings signed the voting right entrustment agreement. From the date of completion of the share transfer agreed in the share transfer agreement, Liberal arts holdings entrusted all the voting rights of its remaining 19509978 shares (accounting for about 3.80% of the company’s total shares) to Foshan construction investment. After the agreement transfer and voting rights entrustment are completed, Foshan construction investment will have 26.80% of the company’s voting rights, and Foshan construction investment will control the company.
（3） Subscription for non-public shares of the company
On December 22, 2021, Foshan construction investment and the company signed a conditional share subscription agreement, Foshan construction investment intends to subscribe for no more than 100000000 non-public shares of the company in cash (the final number shall be subject to the requirements of the approval documents of the CSRC). Without considering the change in the number of share capital caused by the conversion of convertible bonds into shares and other factors, according to the issuance ceiling, the proportion of voting rights of Foshan construction investment will reach 38.75% of the total share capital of the company after the issuance. After the issuance, Foshan construction investment will further consolidate its control over the company.
After the above equity changes are completed, the controlling shareholder of the company will be changed from Li Congwen and Zhao Wenfeng to Foshan construction investment, and the actual controller of the company will be changed from Li Congwen and Zhao Wenfeng to Foshan SASAC.
2、 Basic information of transaction parties
(i) Share transferor and voting right entrusting party
1. Transferor I
Name: Zhao Wenfeng
A natural person of Chinese nationality holds 30950400 shares of the company, accounting for about 6.04% of the total share capital of the company.
2. Share transferor II and voting right entrusting party
Company name: Shenzhen arts Holding Co., Ltd
Date of establishment: July 29, 2003
Unified social credit code 91440300752525635r
Registered capital: 100 million yuan
Legal representative: Zhao Wenfeng
Registered address: room 701, Zhiben building, Jintian Road, Futian District, Shenzhen
Business scope general business items are: establishment of industries (specific projects will be reported separately); sales of building materials and other Chinese commercial and material supply and marketing industries (excluding franchised, specially controlled and franchised commodities).
As of the disclosure date of this announcement, the equity structure of liberal arts holdings is: Zhao Wenfeng directly holds 55% and Li Congwen directly holds 45%.
（2） Transferee of shares, trustee of voting rights and subscriber of non-public offering shares
Company name: Foshan Construction Development Investment Co., Ltd
Date of establishment: February 3, 2012
Unified social credit code 91440600590064070u
The registered capital is 12263732564 yuan
Legal representative: Huang Guoxian
Registered address: Room 3, 4, 5, 10, 11 and 15, third floor, block D, Foshan National Torch Innovation and entrepreneurship Park, No. 13, Huabao South Road, Chancheng District, Foshan City, and room 15, fourth floor
Investment management of urban infrastructure and public facilities; Investment, operation and management of property assets; Building installation
Engineering; Project investment consultation and financial consultation; Property management services; Engineering design and Engineering
Business scope: process consulting and management services; Investment in upstream and downstream related industries of the above business projects. (required by law)
For approved projects, business activities can be carried out only after approval by relevant departments.) (subject to approval according to law)
Business activities can only be carried out after the approval of relevant departments)
As of the disclosure date of this announcement, the equity structure of Foshan construction investment is shown in the figure below:
The controlling shareholder and actual controller of Foshan construction investment have not changed in the past two years. Upon inquiry, Foshan
CCDI does not belong to the dishonest executee.
（3） Changes in equity held by relevant entities in listed companies before and after this transaction
After the above equity changes are completed, the controlling shareholder of the company will be changed from Li Congwen and Zhao Wenfeng to Buddha
The actual controller of the company will be changed from Li Congwen and Zhao Wenfeng to Foshan SASAC.
Without considering the change in the number of share capital caused by other factors such as the conversion of convertible bonds into shares, according to the
According to the calculation limit, the changes in the interests of relevant entities in the listed company before and after this transaction are as follows:
Name of shareholder: after equity transfer and voting right entrustment, after non equity transfer and voting right entrustment, before non entrusted public offering and after public offering
Number of shares held, shareholding ratio, number of shares held, shareholding ratio, voting right, number of shares held, shareholding ratio, voting right, case proportion
Liberal arts Holdings 10649600020.77% 195099783.80% 0195099783.18% 0
Li Congwen 8434400016.45% 8434400016.45% 16.45% 8434400013.76% 13.76%
Zhao Wenfeng 309504006.04% 000000
Foshan construction investment 0011793642223.00% 26.80% 21793642235.57% 38.75%
3、 Main contents of relevant agreements involved in this equity change
(i) Share transfer agreement
1. Contract subject
Party A: Foshan Construction Development Investment Co., Ltd
Party B 1: Zhao Wenfeng
Party B 2: Shenzhen arts Holding Co., Ltd
Party C: Li Congwen
Party B 1 and Party B 2 are collectively referred to as “Party B”, Party B and Party C are collectively referred to as “commitment party”, and Party A and
Each commitment party is collectively referred to as the “parties” or individually as a “party”.
2. Target shares and share transfer price
(1) Target shares
Party A agrees to transfer 30950400 ordinary shares of the target company held by Party B 1 through agreement transfer
Tradable shares and corresponding interests (accounting for about 6.04% of the total shares of the target company) and the party that agrees to transfer them through agreement
Transfer 86986022 ordinary tradable shares and corresponding rights and interests of the target company held by Party B 2 (about 20% of the target company)
16.96% of the total shares of the company). The shares of the target company held by Party B transferred by Party A through the above proposed transaction
The number of shares is 117936422, accounting for about 23% of the total shares of the target company.
Between the signing date of this Agreement and the above target share transfer registration date, if the target company sends bonus shares
In case of profit distribution or conversion of capital reserve into share capital, Party B shall distribute the target shares accordingly
The shares are transferred to Party A as a part of the target shares, and Party A does not need to obtain the amount of such distributed shares
Pay any consideration.
(2) After the completion of the target share delivery, Party A will become the controlling shareholder of the target company and the state of Foshan City
The asset supervision and Administration Committee is the actual controller of the target company. The target company will follow the financial accounting standards
The relevant requirements are included in the consolidated financial statements of Party A and Foshan state owned assets supervision and Administration Commission
Wai.
(3) Share transfer price
The parties agree that the unit price of the target shares under this transaction is 5.36 yuan / share, The total share transfer price is RMB 632139221.92 (six hundred thirty-two million one hundred and thirty-nine thousand two hundred and twenty-one yuan and ninety-two cents). For the avoidance of doubt, the above share transfer price is tax inclusive, including but not limited to the relevant individual income tax, enterprise income tax, value-added tax and additional and stamp tax (if applicable) that Party B should bear and pay for this transaction.
Between the signing date of this Agreement and the date of transfer registration, if the target company distributes profits in cash, the share transfer price under this Agreement shall be adjusted accordingly according to the following formula: adjusted share transfer price = share transfer price – (number of target shares) × Pre tax dividend amount per share). Among them, the calculation of the pre tax dividend amount per share shall take into account the distribution of stock dividends by the target company (if any), and shall be adjusted to the pre tax dividend amount per share corresponding to the total share capital of the target company on the signing date of this agreement according to the right of reversion.
3. Payment of target share transfer price
(1) Open a co managed account
Within 10 working days from the date of signing this agreement, Party A and Party B shall open a co managed bank account (“co managed account”) in the name of Party B 2 in a bank designated by Party A (“co managed bank”) ）, the reserved seal of the co managed account shall include the seals of Party B and Party A at the same time, and the funds in the co managed account can be used for external payment only after Party B and party a jointly issue payment instructions and cooperate with the operation. Party A and Party B shall sign a fund supervision agreement with the co managed bank on matters related to the opening and management of the co managed account, and the fund supervision agreement shall comply with the provisions of this Agreement on the co managed account and related fund collection, payment and other treatment arrangements.
(2) Payment of initial share transfer price
① Handling pledge
In section 2.1.1 of this agreement Article 1
