Securities code: 002751 securities abbreviation: Shenzhen Esun Display Co.Ltd(002751) Announcement No.: 2021-079 Shenzhen Esun Display Co.Ltd(002751)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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 Esun Display Co.Ltd(002751) (hereinafter referred to as "the company" or " Shenzhen Esun Display Co.Ltd(002751) ") received the letter of concern on Shenzhen Esun Display Co.Ltd(002751) from the management department of listed companies of Shenzhen Stock Exchange on December 8, 2021 (company department concern letter [2021] No. 428, hereinafter referred to as "concern letter"), and now reply to the questions in the letter of concern and announce as follows:
1、 Verify and explain whether the loan provided by Lin Qingde for your company constitutes a package deal with the above control transfer. When your company disclosed the suggestive announcement on the planning of major matters by the controlling shareholder on October 24 and the announcement on related party transactions on November 5, Whether your company (including any director, supervisor or senior manager) knows that the control of your company will be changed to Lin Qingde, and whether your company's early information disclosure is incomplete and not timely.
reply:
(i) Verify whether the loan provided by Lin Qingde for your company constitutes a package deal with the above control transfer.
reply:
The transfer of control planned by Liu Menglong, the controlling shareholder of the company, and the loan provided by Lin Qingde for the company are two independent transactions, which do not constitute a package deal. The specific reasons are as follows:
1. The background and purpose of the two transactions are different
Liu Menglong, the controlling shareholder of the company, and Lin Qingde, the shareholder holding more than 5% of the company, planned to transfer part of their equity, mainly based on the strategic planning evaluation and personal capital needs of the controlling shareholder; As a shareholder holding more than 5% of the company's shares, Lin Qingde has always supported the rapid development of the company's business. The company's borrowing from Lin Qingde is based on the needs of production and operation and recent bank repayment arrangements, which is conducive to supplementing the company's working capital and expanding the company's production and operation development. Compared with financial institutions, this borrowing has higher financing efficiency and similar interest rates. The background and purpose of the two transactions are different, and there is no mutual influence.
2. The two trading decisions are independent of each other
According to the equity transfer agreement signed by both parties, the above two matters are not related and are not preconditions and conditions for each other. The equity transfer planned by Liu Menglong, the controlling shareholder of the company, is based on personal capital needs. The decision-making and price and other details of the transfer are determined by both parties through independent negotiation, and does not involve the plan and arrangement for Lin Qingde to provide loans for the company.
Lin Qingde's provision of loans and related party transactions for the company was approved by the independent and prudent decision-making of the company's board of directors, and the independent directors issued their prior approval opinions and independent opinions respectively. The loan strictly followed the decision-making procedures of the listed company, and did not involve the plans and arrangements for the transfer of the company's control.
To sum up, the background and purpose of the above two transactions are different, the transaction decisions are independent of each other, the decision-making procedures are completely different, there is no relationship of mutual conditions and preconditions, and they are not carried out at the same time or under the consideration of mutual influence. Therefore, the transaction between the controlling shareholder planning the transfer of control and Lin Qingde providing loans to the company does not constitute a package deal.
（2） When your company disclosed the suggestive announcement on the planning of major events by controlling shareholders on October 24 and the announcement on related party transactions on November 5, your company Whether (including any director, supervisor or senior manager) knows that the control of your company will be changed to Lin Qingde, and whether your company's early information disclosure is incomplete and not timely.
reply:
1. According to the confirmation of Liu Menglong, the controlling shareholder of the company, he began to negotiate with Lin Qingde on October 24, 2021 to plan the transfer of part of the company's equity. If the equity transfer is completed, the controlling shareholder and actual controller of the company may change. On October 24, 2021, the company received Liu Menglong's notice on equity transfer planning. In order to ensure timely and fair disclosure of information and safeguard the interests of investors, On the same day, the company submitted the suggestive announcement on the planning of major events by controlling shareholders (Announcement No.: 2021-062) in the system of Shenzhen Stock Exchange, and disclosed it in the designated information disclosure media on October 25, 2021.
As of October 24, 2021, when the suggestive announcement on the planning of major events by the controlling shareholders was disclosed, the company had indicated the matters related to the equity transfer in the above announcement, which is still in the planning stage and has uncertainty. Please pay attention to the risks. The company (including any director, supervisor or senior manager) did not know that the control of the company would be changed to Lin Qingde.
2. On November 4, 2021, the company held the 12th meeting of the Fourth Board of directors in 2021, deliberated and adopted the proposal on loans and related party transactions provided by related parties to the company, On November 5, 2021, the announcement on related party transactions was disclosed in the designated information disclosure media (Announcement No.: 2021-067). In order to support the company's business development needs, Lin Qingde plans to provide loans for the company with a total amount of no more than RMB 50 million. This loan is based on the company's production and operation needs, strategic business planning and recent bank repayment arrangements, and helps to supplement the company's working capital and expand the company's production and operation development Compared with financial institutions, the sub loan has higher financing efficiency and similar interest rates.
This related party transaction does not involve plans and arrangements for the transfer of control of the company. As of the disclosure date of the announcement on related party transactions, the equity transfer planned by the controlling shareholders Liu Menglong and Lin Qingde is still in the negotiation stage and has not made relevant progress.
In conclusion, as of the disclosure of the suggestive announcement on major matters planned by the controlling shareholder and the announcement on related party transactions, the equity transfer planned by the controlling shareholder is still in the negotiation and planning stage, The company (including any director, supervisor or senior manager) is not aware that the control of the company will be changed to Lin Qingde; the company has no major events or progress of major events that should be disclosed but not disclosed, and there is no incomplete and untimely information disclosure in the early stage.
2、 In combination with the specific contents of the above equity transfer agreement, supplement whether the shares to be transferred belong to restricted shares and whether the relevant shares have been pledged or frozen, Whether the equity transfer is inadmissible according to Article 7 of the guidelines for the handling of share transfer by agreement of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "guidelines for transfer by agreement"), and whether the transfer price agreed by both parties meets the provisions of Article 8 of the guidelines for transfer by agreement.
reply:
1. Restriction, pledge and freezing of shares to be transferred this time
According to the detailed data sheet of shares issued by Shenzhen Branch of China Securities Depository and Clearing Corporation, Liu Menglong currently holds 32250268 shares of the company, accounting for 20.87% of the total share capital of the company. At present, the number of pledged and frozen shares is 32250268. The restricted status of Liu Menglong's shares in the company is as follows:
Name of shareholder nature of shares proportion of shareholding in total share capital
Total shares held 3225026820.87%
Liu Menglong, including 45861612.97% of shares with unlimited sales conditions
Shares with limited sales conditions 2766410717.90%
(Executive lock up shares)
On December 10, 2021, the company disclosed the public notice on judicial freezing of shares held by controlling shareholders
(Announcement No.: 2021-074). As of the date of disclosure of this reply, the company has fully disclosed Liu Menglong's office
The shares held are pledged and frozen.
2. Analysis of this equity transfer and transfer price
(1) After comparison, the guidelines for handling share agreement transfer business of Listed Companies in Shenzhen Stock Exchange (2021)
The provisions on the rejection of agreement transfer (revised in) (hereinafter referred to as the guidelines for agreement transfer) are controlled by the company
The detailed analysis of the shareholders Liu Menglong and Lin Qingde on the transfer of shares of the company is as follows:
The rejection stipulated in Article 9 of the guidelines for transfer by agreement is as of the reply date
Whether there are non-conforming measures in shape comparison analysis
Admissibility
Article 8 the transferor and the transferor shall transfer the agreement---
The business shall meet the following requirements:
(1) The transfer agreement takes effect according to law. Does the transfer agreement take effect according to law-
(2) The parties to the agreement are natural persons or legal persons
Whether the legal person established and validly existing under this Law and both parties to the agreement are natural persons-
His organization
(1) 4586161 shares to be transferred for the first time (accounting for 2.97% of the total share capital of the listed company) are tradable shares with unlimited sales conditions;
(2) 12211208 shares (accounting for 7.9% of the total share capital of the listed company) to be transferred for the second time are tradable shares with limited sales conditions. For 12211208 shares that do not meet the limited sales conditions, after 2022, Liu Menglong will transfer these shares to Lin Qingde one or more times after the reduction of unrestricted shares. 1 according to Article 8 Liu Menglong has no right to transfer agreement as of the date of issuance of this reply, Liu Menglong will strictly require (3) the nature of the shares to be transferred is that the tradable shares with unlimited sales conditions are 4586161 shares, legal and administrative law shares, and the tradable shares with limited sales conditions are Shidong and its directors, supervisors and senior managers' reduction regulations, departmental rules, normative documents and 12211208 shares (they are all the provisions of the detailed rules for the implementation of shares locked up by senior executives, unless otherwise provided by the directors and the business rules of the exchange), this part of the shares do not comply with the provisions of this article of the guidelines on the non negotiable transfer of shares transferred by senior executives every year. It exceeds 25% of the total shares of the company held by them;
