Securities code: 002775 securities abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775)
Bond Code: 128127 bond abbreviation: Liberal Arts convertible bond Announcement No.: 2021-069 Shenzhen Wenke Landscape Co.Ltd(002775)
Announcement on the proposal to submit to the general meeting of shareholders for deliberation and approval that Foshan Construction Development Investment Co., Ltd. is exempted from issuing a takeover offer
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.
Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as "the company") held the 15th meeting of the Fourth Board of directors on December 22, 2021, and deliberated and adopted the proposal on proposing to submit to the general meeting of shareholders for deliberation and approval to exempt Foshan Construction Development Investment Co., Ltd. from issuing acquisition offer , the independent directors of the company have issued prior approval opinions and independent opinions on the proposal, which needs to be submitted to the general meeting of shareholders for deliberation. The specific contents are as follows: according to the share transfer agreement signed by Foshan Construction Development Investment Co., Ltd. (hereinafter referred to as "Foshan construction investment") with Zhao Wenfeng, Shenzhen liberal arts Holding Co., Ltd. (hereinafter referred to as "liberal arts holding") and Li Congwen; the voting right entrustment agreement signed with liberal arts holding Foshan construction investment intends to transfer 30950400 shares of the listed company held by Zhao Wenfeng (accounting for about 6.04% of the total shares of the listed company) and 86986022 shares of the listed company held by liberal arts Holdings (accounting for about 16.96% of the total shares of the listed company) through agreement, with a total of 117936422 shares of the listed company (accounting for about 23.00% of the total shares of the listed company). From the date of completion of the equity transfer, liberal arts holdings will transfer its remaining 19509978 shares (accounting for about 3.80% of the total shares of the listed 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 of the listed company owned by Foshan construction investment will reach 26.80%, and Foshan construction investment will realize control over the listed company.
The non-public offering of shares is based on the performance of the above agreement. After the change of control, without considering the change of the number of share capital caused by the conversion of convertible bonds into shares and other factors, based on the upper limit of the number of shares issued, after the completion of the non-public offering, Foshan construction investment will hold more than 30% of the issued shares of the company, According to item (3) of paragraph 1 of Article 63 of the measures for the administration of the acquisition of listed companies, "an investor may be exempted from making an offer under any of the following circumstances: （3） With the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempt from making an offer. "
Therefore, the board of directors of the company plans to request the general meeting of shareholders to approve Foshan construction investment from issuing a takeover offer. The matter has been approved by the independent director and approved by the board of directors. It needs to be deliberated and approved by the general meeting of shareholders. The related shareholders will avoid voting at the shareholders' meeting.
It is hereby announced.
Shenzhen Wenke Landscape Co.Ltd(002775) board of directors December 23, 2001
