Securities code: 002513 securities abbreviation: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) Announcement No.: 2021-104 Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Announcement on receiving notification letter from shareholders
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) (hereinafter referred to as “the company”) received the shareholder notification letter sent by the company’s shareholders Jiangsu Suhua Group Co., Ltd. (hereinafter referred to as “Suhua group”) and Suzhou Green Investment Management Co., Ltd. (hereinafter referred to as “green investment”) on December 26, 2021. The main contents are as follows:
On December 24, 2021, Suhua group issued the notice on independent exercise of voting rights to Hainan Jinzhen International Holdings Co., Ltd. (hereinafter referred to as “Jinzhen international”), the controlling shareholder of the company, and responded to the proposal on purchasing 100% equity, capital increase and asset acquisition of Jiangxi deshipu new materials Co., Ltd. proposed by Hainan Jinsui He objected that such acts of Hainan Jinsui infringed the interests of listed companies and shareholders of listed companies, especially small and medium-sized shareholders, and would participate in the general meeting of shareholders and exercise voting rights independently. On the same day, green investment sent the notice of contract termination to Jinsui international, believing that as of December 22, 2021, Jinsui international had only paid 60 million yuan for share transfer, and after repeated calls, it still failed to pay the remaining share transfer to Suhua group in accordance with the provisions of the share transfer agreement, which was a serious violation of relevant provisions, It means that the voting right entrustment agreement signed by both parties on March 30, 2021 will be terminated when Jinzhen international receives the notice. Green investment will participate in the general meeting of shareholders and exercise its voting right independently, and will no longer entrust the voting right to Jinzhen international.
On December 27, 2021, the company received the reply from Jinzhen international to the above letter. The main contents of the reply are as follows: according to the voting right entrustment agreement signed by green investment and Jinzhen international, green investment has entrusted it with the “irrevocable” exercise of its voting right in the shares of the listed company, and the entrustment period shall not be less than 36 months from the effective date of the agreement, Moreover, the above voting right entrustment arrangement is an integral part of the share transfer transaction of listed companies between Suhua group and Jinzhen international. Green investment shall strictly abide by the voting right entrustment agreement to avoid any damage to the listed company, minority shareholders and Jinzhen international. Jinzhen International said that as of the date of issuing the letter, Jinzhen international had not used the entrusted voting right to damage the rights and interests of green investment, listed companies, minority shareholders and creditors of listed companies. There was no factual and legal basis for green investment’s notice to unilaterally terminate the voting right entrustment agreement. Therefore, we do not agree that green investment unilaterally cancels the voting right entrustment agreement. We hope green investment will perform its relevant obligations in strict accordance with the voting right entrustment agreement to avoid adverse effects on the listed company, minority shareholders and Jinxi international.
The company will pay close attention to the progress of voting rights entrustment and concerted action of the above shareholders, and timely fulfill the obligation of information disclosure. Please pay attention to the investment risks.
It is hereby announced.
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) board of directors December 27, 2021
