Securities code: 002775 securities abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775)
Bond Code: 128127 bond abbreviation: Liberal Arts convertible bond Announcement No.: 2021-064 Shenzhen Wenke Landscape Co.Ltd(002775)
On the effectiveness of the conditional agreement signed between the company and the issuing object
Announcement of share subscription agreement
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.
The 15th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors held on December 22, 2021 (hereinafter referred to as “the company”) respectively deliberated and adopted the agreement on the entry into force of conditional agreements between the company and specific objects
<股份认购协议>
The motion, It is agreed that the company and Foshan construction, development and Investment Co., Ltd. (hereinafter referred to as “Foshan construction investment” or “Subscriber”) sign the share subscription agreement between Shenzhen Wenke Landscape Co.Ltd(002775) and Foshan construction, development and Investment Co., Ltd. (hereinafter referred to as “share subscription agreement”) with conditional effect, which needs to be submitted to the general meeting of shareholders for deliberation and approval. The relevant matters are hereby announced as follows:
1、 Main contents of the conditional share subscription agreement
(i) Contract subject and signing time
Issuer / Party A: Shenzhen Wenke Landscape Co.Ltd(002775)
Subscriber / Party B: Foshan construction investment
Signed on: December 22, 2021
（2） The non-public offering and share subscription plan
1. Number of this non-public offering
The total amount of funds raised in this non-public offering shall not exceed RMB 292 million (including RMB 292 million). According to the issuance price of RMB 2.92/share, the number of shares in this non-public offering shall not exceed 100 million shares (including 100 million shares), which shall not exceed 19.50% of the total share capital of the issuer before the non-public offering. Within the above scope, the final number of shares issued in the non-public offering (“number of shares subscribed”) will be determined according to the number of shares issued specified in the approval document of the CSRC after the issuer obtains the approval document of the CSRC on the non-public offering.
If the issuer’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance quantity of this non-public offering will be adjusted accordingly.
2. Subscription price and share subscription price
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 15th meeting of the Fourth Board of directors of the issuer. The issue price shall not be less than 80% of the average transaction price of the issuer’s shares on the 20 trading days prior to the pricing benchmark date (the average transaction price of the issuer’s shares on the 20 trading days prior to the pricing benchmark date = the total transaction amount of the issuer’s shares on the 20 trading days prior to the pricing benchmark date / the total transaction amount of the issuer’s shares on the 20 trading days prior to the pricing benchmark date). On the basis of the above pricing mechanism, the specific issue price (“subscription price”) ）The price agreed by both parties is RMB 2.92/share. If the issuer has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
The adjustment formula is as follows:
Cash dividend distribution: P1 = p0-d;
Bonus shares or converted into share capital: P1 = P0 / (1 + n);
The above two items shall be carried out simultaneously: P1 = (p0-d) / (1 + n).
Among them, P1 is the adjusted issue price, P0 is the issue price before the adjustment, D is the cash dividend distributed per share, and N is the number of bonus shares or converted into share capital per share.
If the issuer’s shares are subject to ex rights issues during the period from the pricing benchmark date to the issuance date, both parties shall adjust the issuance price according to the ex rights principles of the rights issues determined by the trading rules of the exchange.
The total amount of share subscription price payable by Foshan construction investment (“share subscription price”) shall be the product of the subscription price and the number of shares subscribed.
3. Subscription method
The shares of this non-public offering are RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. Foshan construction investment participates in the subscription of this non-public offering in cash.
4. Restricted period
Foshan construction investment promises not to transfer the subject shares within 36 months from the date of listing of the subject shares. During the above-mentioned share restriction period, the shares derived from the subject shares subscribed by Foshan construction investment due to the issuer’s share offering and the conversion of capital reserve into share capital shall also comply with the above-mentioned share restriction arrangement.
When the subject shares subscribed by Foshan construction investment are reduced after the expiration of the sales restriction period, they shall comply with the laws in force at that time and the relevant provisions of the issuer’s articles of association.
5. Distribution of accumulated profits
After the closing, the accumulated undistributed profits of the issuer will be shared by the new and old shareholders after the completion of this non-public offering.
（3） Payment of share subscription price
1. Payment of share subscription price
On the premise that all conditions specified in this Agreement are proved to be met or exempted by Foshan construction investment, Foshan construction investment shall, within ten working days after both parties determine the share subscription price in accordance with the provisions of this Agreement and confirm receipt of the payment notice for this non-public offering issued by the sponsor, transfer all the share subscription price to the account specially opened by the sponsor for this non-public offering at one time.
2. Conditions for payment of share subscription price
The obligation of Foshan construction investment to pay the share subscription price according to this Agreement shall be subject to the confirmation by Foshan construction investment that each of the following conditions has been met or exempted in writing by Foshan construction investment before or on the payment date:
(1) The agreement comes into force. This agreement is signed by both parties according to law, and all terms of this Agreement have come into force in accordance with this Agreement;
(2) Representations, warranties and undertakings. The representations and warranties of the issuer in this Agreement are true, accurate, complete and not misleading on the signing date of this agreement, and shall be true, accurate, complete and not misleading as of the payment date, with the same effect and effect as those made on the payment date, The commitments and agreements contained in this agreement that should be performed by the Issuer on or before the payment date have been performed;
(3) No specific government order. No government department has enacted, issued, promulgated, implemented or adopted any law or government order that would make any of the transactions contemplated by this agreement illegal or restrict or prohibit the transactions contemplated by this Agreement;
(4) No legal proceedings or litigation. There is no claim against any group member that has occurred or may occur, and such claim may limit the transactions proposed in this agreement, or cause significant changes to the terms of such transactions, or may make the completion of such transactions impossible or illegal, or may have a material adverse impact;
(5) Approval and consent. The issuer has received any information necessary or necessary for the execution of this Agreement and the completion of the transactions contemplated by this agreement, All government approvals of various government departments and all internal consents of the issuer (including but not limited to the approval of the non-public offering by the board of directors and the general meeting of shareholders of the issuer), and such government approvals and consents do not substantially change the commercial conditions of the transactions proposed in this Agreement;
(6) No material adverse change. One or more events that individually or jointly cause significant adverse effects have not occurred, and it is reasonably expected that no events that may individually or jointly cause significant adverse effects will occur;
(7) 117936422 shares of the issuer described in the share transfer agreement have been transferred and registered in the name of Foshan construction investment;
(8) Foshan construction investment has received the notice sent to it by the issuer and the written notice confirming that all conditions agreed in this Agreement have been met.
3. Capital verification
The issuer shall, within ten working days after the date of payment, entrust an accounting firm qualified to engage in securities business to verify the capital of all the funds raised in this non-public offering and issue a capital verification report, and provide Foshan construction investment with scanned copies of such capital verification report by e-mail. After the capital verification, the recommendation institution shall transfer the funds after deducting relevant expenses to the special storage account of the issuer’s raised funds.
（4） Delivery
1. The issuer shall, as soon as possible within ten working days after the date of payment, submit the relevant documents for registering all the subject shares in the A-share account of Foshan construction investment in accordance with the relevant business rules of the exchange and China Securities Registration Company and the requirements of China securities registration company. If the subject shares are registered in the A-share account of Foshan construction investment by China securities registration company, the delivery shall be deemed to be completed, And the date on which such registration is completed shall be the closing date.
2. The obligation of the issuer to issue the subject shares to Foshan construction investment under this agreement is subject to the following conditions being met or waived in writing by the issuer before or on the payment date:
(1) The agreement comes into force. This agreement is signed by both parties according to law, and all terms of this Agreement have come into force in accordance with this agreement.
(2) Representations, warranties and undertakings. The representations and warranties of Foshan construction investment in this Agreement are true, accurate, complete and not misleading on the signing date of this agreement, and shall be true, accurate, complete and not misleading on the payment date, with the same effect and effect as those made on the payment date.
3. After the completion of the closing, Foshan construction investment will become the owner of the subject shares and enjoy or assume all rights or obligations as the shareholder of the issuer.
（5） Liability for breach of contract
Unless otherwise agreed in this agreement, If either party (the “breaching party”) fails to perform its obligations or commitments under this agreement or the statements or guarantees made are untrue or seriously wrong, the breaching party shall bear the liability for breach of contract to the other party (the “observant party”) in accordance with the provisions and provisions of this Agreement and compensate the observant party for all losses arising from its breach of contract (including but not limited to all economic losses and reasonable expenses for recovery or avoidance of losses)
（6） Establishment, effectiveness and termination of this Agreement
1. This agreement is established after being signed by both parties on the signing date. Article 8 “information disclosure and confidentiality” takes effect from its establishment. Article 2 “this non-public offering and subscription”, Article 3 “payment of share subscription price” and Article 4 “delivery and subsequent matters of delivery” take effect from the date when all the following effective conditions are achieved or met:
(1) This agreement, this non-public offering and Foshan construction investment have been deliberated and approved by the board of directors and the general meeting of shareholders of the Issuer on the exemption from offering this non-public offering;
(2) The state Anti Monopoly Bureau has issued approval or consent or issued a decision not to further review on the concentration of business operators involved in the transactions under this Agreement;
(3) The relevant state-owned assets supervision and administration departments and other government departments that have the authority to examine and approve the investment and transactions of state-owned assets involved in the non-public offering have approved the non-public offering; as well as
(4) The CSRC approved the non-public offering.
In addition to the above provisions, other provisions shall come into force on the date when the relevant state-owned assets supervision and administration department and other government departments that have the authority to examine and approve the state-owned assets investment and transactions involved in the non-public offering have approved the non-public offering.
2. Unless otherwise agreed in this agreement, this Agreement may be terminated before the closing date under any of the following circumstances:
(1) If during the period from the signing date of this agreement to the payment date: (I) an event or circumstance occurs that has caused or is reasonably expected to cause a material adverse effect or make any condition under this agreement impossible to be fulfilled, (II) any statement and warranty of the issuer contained in this agreement is untrue or incorrect in any material respect, Or the issuer materially violates any commitment or agreement in this agreement, or (III) the issuer makes an overall transfer for the benefit of creditors, or the issuer initiates or institutes any legal proceedings against the issuer with a view to declaring the issuer into bankruptcy proceedings, bankruptcy or insolvency, or liquidation, winding up and reorganization in accordance with any law in respect of bankruptcy, insolvency or reorganization If any of the above circumstances cannot be remedied or eliminated within 15 working days after Foshan construction investment sends a written notice, Foshan construction investment may terminate this Agreement;
(2) If any government department with jurisdiction issues an order, decree or ruling, or has taken any other action to restrict, prevent or otherwise prohibit the transactions proposed in this agreement, and such order, decree, ruling or other action is final and can not apply for reconsideration, prosecution or appeal, and the parties fail to reach another agreement, Either party may terminate this Agreement;
(3) This Agreement may be terminated by consensus of both parties;
(4) If the share transfer agreement is deemed invalid, terminated or terminated, Foshan construction investment has the right to terminate this agreement.
If this agreement is terminated in accordance with the provisions of this article, this Agreement shall become null and void immediately and neither party shall bear any responsibility, except (I) Article 8 “information disclosure and confidentiality”, Article 9 “liability for breach of contract”, article 10.2 termination of the agreement before the closing date Article 12 “applicable law and dispute resolution” and Article 13 “other” shall continue to be effective after the termination of this agreement, and (II) nothing in this Agreement shall relieve either party of its liability for breach of this agreement before the termination of this agreement. The issuer shall, within seven working days after the termination of this agreement, return all the paid share subscription price of Foshan construction investment plus the current deposit interest of the people’s Bank of China for the same period.
2、 Documents for future reference
(i) Resolutions of the 15th meeting of the 4th board of directors;
（2） It is hereby announced that the 12th meeting of the 4th board of supervisors has adopted the resolution; (3) the share subscription agreement with conditional effect.
Shenzhen Wenke Landscape Co.Ltd(002775) board of directors December 23, 2001
