Securities code: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) securities abbreviation: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) Announcement No.: 2022015
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Supplementary announcement on the transfer of some shares of the company by shareholders’ 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.
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (hereinafter referred to as ” Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) ” or “the company”) disclosed the suggestive announcement on the transfer of some shares of the company by shareholders’ agreement (Announcement No.: 2022014) on March 2, 2022. Party A (hereinafter referred to as “pengkang Securities Co., Ltd.”) and Party B (hereinafter referred to as “pengkang Securities Co., Ltd. ” for short) shall sign a contract with “pengkang Industrial Development Co., Ltd.” “or” Binghou Securities Co., Ltd. ” ” According to the share transfer agreement, Houkang industry plans to transfer 204872428 shares of the company’s non tradable shares held by it to Shenwan Hongyuan Group Co.Ltd(000166) , with the transfer price of 2.43 yuan / share, accounting for 3.21% of the total shares of the company.
At present, the relevant procedures of share transfer are being handled. Now, the relevant contents of “III. main contents of share transfer agreement” in the suggestive announcement on the transfer of some shares of the company by shareholders agreement (Announcement No.: 2022014) are supplemented as follows:
1. Party A agrees to transfer the subject shares it holds to Party B according to the terms and conditions agreed in this agreement, Party B agrees to transfer the subject shares in cash according to the terms and conditions agreed in this agreement, and Party C agrees to the transfer of the subject shares.
2. From the date of completion of the transfer of the subject shares, all rights and obligations related to the subject shares shall be transferred to the transferee, including but not limited to: voting right, dividend right and right to know, which shall be subject to the provisions of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) articles of association and relevant laws, regulations or normative documents; Relevant obligations include but are not limited to the obligation to restrict transfer, etc.
3. Party A and Party B confirm that the transfer price is 70% of the closing price of the subject shares on the trading day before the signing date of this transfer agreement, that is, the transfer price of the subject shares is 2.43 yuan / share, and the total transfer price is 49784 Shenzhen Guohua Network Security Technology Co.Ltd(000004) yuan.
4. Party B shall pay the transfer price to Party A within 10 working days after the completion of the transfer of the subject shares. With the unanimous consent of Party A, Party B and Party C, Party B shall directly transfer the transfer price of the subject shares to the bank account designated by Party A for returning the principal of Party A’s stock pledge loan in Party C.
The bank account information designated by Party A is as follows:
Name of payee: Huabao Trust Co., Ltd. – Guokai Securities – Shanghai Pudong Development Bank custody account
Bank Name: Shanghai Pudong Development Bank Co.Ltd(600000) Shanghai Branch Business Department
Bank account No.: 970201538 Wangsu Science & Technology Co.Ltd(300017) 5
When Party A confirms that Party B transfers the transfer price of the subject shares to the above designated account, it shall be deemed that Party B has completed the payment of the transfer price. Party C confirms that from the date when Party B transfers the transfer price of the subject shares to the above account, Party A shall be deemed to have completed the repayment of the principal of the corresponding amount of stock pledge loan.
5. After this agreement takes effect, Party A and Party B shall submit an application for confirmation of the transfer of the subject shares to Shenzhen Stock Exchange. Within 3 working days after the confirmation document of Shenzhen stock exchange is obtained for the transfer of this agreement, Party A and Party B shall jointly go through the following procedures at Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.:
(1) Party A and Party B shall be responsible for providing all documents to be delivered when handling the transfer procedures of the subject shares and handling the transfer procedures of the subject shares;
(2) Pay all handling charges, stamp duty and other related fees respectively according to the regulations;
(3) After completing all the above procedures, Party B shall be deemed to have completed the transfer of the subject shares after receiving the confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. confirming that Party B has legally owned the shares.
As the Pledgee of the subject shares, Party C shall provide necessary and timely cooperation in the process of handling the transfer procedures of the subject shares.
6. Commitment and guarantee of Party A
(1) All statements, promises and warranties made by Party A are true, accurate and complete on the signing date of this Agreement and as of the completion date of the transfer, and are not misleading.
(2) Party A has full right and capacity to enter into this Agreement and exercise its rights and perform its obligations in accordance with this agreement.
(3) Party A agrees and approves this Agreement and the transfer of shares under this Agreement; The transfer of shares under this Agreement shall be approved by all relevant competent authorities prescribed by Chinese laws before the completion date of the transfer.
(4) The subject shares transferred under this Agreement are legally obtained by Party A; No third party claims rights to the transferred shares; Nor has any judicial or administrative authority made a ruling or decision to freeze or prohibit the transfer of the subject shares held by Party A.
7. Commitment and guarantee of Party B
(1) All statements, promises and warranties made by Party B are true, accurate and complete on the signing date of this Agreement and as of the completion date of the transfer, and are not misleading.
(2) Party B has the full right and capacity to enter into this Agreement and exercise its rights and perform its obligations in accordance with this agreement.
(3) Party B has obtained the approval and authorization necessary for signing this Agreement and performing its obligations under this agreement.
(4) Party B promises to abide by the articles of association of the listed company and fully perform all obligations stipulated in laws, regulations and articles of association after the transfer of the subject shares is registered in its name.
8. Commitment and guarantee of Party C
(1) All statements, promises and warranties of Party C are true, accurate and complete on the signing date of this Agreement and as of the completion date of the transfer, and are not misleading.
(2) Party C has the full right and capacity to enter into this Agreement and exercise its rights and perform its obligations in accordance with this agreement.
(3) Party C agrees to the transfer of shares under this agreement.
In addition to the above supplementary contents, other contents of the original announcement remain unchanged. The information disclosure media designated by the company are securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo（ http://www.cn.info.com.cn. ）, the information about the company shall be subject to those published in the above designated media. It is hereby announced.
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) board of directors
February 2023
