Securities code: 000671 securities abbreviation: Yango Group Co.Ltd(000671) Announcement No.: 2021-213
Suggestive announcement on changes in shareholders’ equity
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. Important content tips:
On December 27, 2021, Yango Group Co.Ltd(000671) (hereinafter referred to as “the company”) received the notice from the company’s shareholders Taikang Life Insurance Co., Ltd. (hereinafter referred to as “Taikang Life”) and Taikang Endowment Insurance Co., Ltd. (hereinafter referred to as “Taikang endowment”), Taikang Life and Taikang pension have signed the equity transfer agreement with Cangzhou Taihe building materials Co., Ltd. (hereinafter referred to as “Taihe building materials”), which stipulates that Taihe building materials will transfer 7.41% of the shares of the company from Taikang Life and Taikang pension through agreement transfer, with a total of 306727826 shares. This agreement transfer does not involve tender offer.
On December 27, 2021, Taikang pension reduced 82807659 non tradable shares of the company held by Taikang pension through block trading, accounting for 2.00% of the total share capital of the company. This equity change will not lead to changes in the controlling shareholders and actual controllers of the company. The transfer of this agreement still needs to be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. There is still uncertainty whether the transfer of this agreement can be finally completed. Please pay attention to the investment risks.
The company received the notice from the shareholders Taikang Life Insurance and Taikang pension. Taikang Life Insurance and Taikang pension signed the share transfer agreement with Taihe building materials on December 27, 2021, which agreed that Taihe building materials would transfer 7.41% of the company’s shares from Taikang Life Insurance and Taikang pension through agreement transfer, with a total of 306727826 shares. Among them, Taikang Life transferred 184518529 shares (accounting for 4.46% of the total share capital of the company), and Taikang pension transferred 122209297 shares (accounting for 2.95% of the total share capital of the company). On the same day, Taikang pension reduced its 82807659 shares of unlimited tradable shares of the company held by Taikang pension through block trading, accounting for 2.00% of the total share capital of the company
Before and after this equity change, Taikang Life Insurance and Taikang pension shares are shown in the following table:
Name before and after the current equity change
Quantity (share) proportion quantity (share) proportion
Taikang Life Insurance 3497198088.49% 1652012793.99%
Taikang pension 2050169564.98% 00
2912000.007% of Taikang asset management
Insurance asset management products
Total 55502796413.46% (note) 1654924793.997%
Note: the total share capital of Yango Group Co.Ltd(000671) calculated before equity change in this table shall be subject to the disclosure of equity change report on October 21, 2020
1、 Basic information of agreement transfer
Taikang Life Insurance, Taikang pension and Taihe building materials signed the share transfer agreement on December 27, 2021. Taikang Life Insurance and Taikang pension plan to transfer 7.41% of the shares of the listed company (306727826 shares), including 4.46% of the shares transferred by Taikang Life Insurance (184518529 shares) and 2.95% of the shares transferred by Taikang pension (122209297 shares).
The main contents of the share transfer agreement are as follows:
(i) Signing subject
Transferor (Party A): Taikang Life Insurance Co., Ltd. (Party A I), Taikang Endowment Insurance Co., Ltd. (Party A II)
Transferee (Party B): Cangzhou Taihe building materials Co., Ltd
（2） This transaction
Party A agrees that according to the conditions and methods specified in this agreement, Transfer its 306727826 shares of the listed company (accounting for 7.41% of the total share capital of the listed company) held by it as of the date of signing this agreement to Party B, of which Party A transfers 184518529 shares (accounting for 4.46% of the total share capital of the listed company) to Party B, and Party A II transfers 122209297 shares to Party B (accounting for 2.95% of the total share capital of the listed company), and Party B agrees to transfer such shares in accordance with the conditions and methods specified in this agreement.
（3） Share transfer price
The unit price of this share transfer is 3.05 yuan / share (including tax), and the transfer price of the subject share is 935519869.30 yuan (including tax) (hereinafter referred to as “share transfer price”).
（4） Payment of share transfer price and share delivery
1. Payment of share transfer price
Party B shall pay the first transfer price of the subject shares to the bank account designated by Party A on the date of signing the agreement, amounting to 505126719.90 yuan, including 303869526.71 yuan to the bank account designated by Party A I and 201257193.19 yuan to the bank account designated by Party A II.
2. Compliance confirmation of Shenzhen Stock Exchange
After Party B has paid the initial transfer price, both parties shall complete the disclosure of changes in equity of shares in this transaction as soon as possible; Within the next trading day after completing the disclosure of equity changes, both parties shall jointly submit the application materials for the transfer of the subject shares to the Shenzhen Stock Exchange and obtain the confirmation of share transfer issued by the Shenzhen Stock Exchange as soon as possible; Within the next trading day after completing the compliance confirmation of Shenzhen Stock Exchange, both parties shall jointly handle the share transfer registration with the registration and Clearing Company.
（5） Share pledge arrangement and balance payment
1. Share pledge arrangement
Party B shall register the share pledge with the registration and Clearing Company on the date of share transfer registration, Pledge all the subject shares (306727826 shares in total) obtained in this exchange to Party A (among them, 184518529 shares are pledged to Party A I and 122209297 shares are pledged to Party A II) as the performance guarantee for its continued performance of the payment obligations under this Agreement and the payment of the balance of the transfer price. Party A will fully cooperate in signing the pledge contract and handling the pledge registration. 2. Payment of the balance
Party B shall pay the balance of the subject share transfer price to the bank account designated by Party A before March 30, 2022, i.e. 430393149.40 yuan, including 258911986.74 yuan to the bank account designated by Party A I and 171481162.66 yuan to the bank account designated by Party A II. Party A shall cooperate with Party B to cancel the pledge of the subject shares no later than 5 trading days from the date of receiving the balance of the transfer price.
（6） Liability for breach of contract
Any failure or improper performance of any obligation agreed in this agreement by either party shall constitute a breach of contract under this agreement. If either party of this agreement causes losses to the other party due to its breach of contract, it shall be liable for compensation. If both parties are at fault, both parties shall bear their respective liabilities for breach of contract according to the actual situation. In particular, as far as Party B is concerned, if it delays in performing its payment obligations under this agreement or fails to handle the pledge registration of all the subject shares as scheduled, Party A may require Party B to continue to perform the agreement or unilaterally terminate the agreement. If Party A requires Party B to continue to perform the agreement, Party B shall pay liquidated damages for delayed performance to Party A at the standard of 0.05% per day based on the unpaid share transfer price, and Party A has the right to require the disposal of relevant Pledged Shares to offset the unpaid share transfer price and the above liquidated damages for delayed performance; If Party A requests to terminate the agreement unilaterally, Party A has the right to require Party B to pay liquidated damages of 20% of the total transaction amount (i.e. 935519869.30 yuan). Party A shall pay the balance of the first transfer price received after deducting the liquidated damages to the account designated by Party B within 2 working days from the date of issuing the notice of termination of the contract. If Party A returns overdue, it shall pay liquidated damages to Party B at the standard of 0.05% per day.
After the signing and entry into force of this agreement, If external regulators (including Shenzhen Stock Exchange, CSRC and cbcirc) raise any objection to this transaction and are rejected by external regulators If this transaction is prohibited or restricted (including Shenzhen Stock Exchange, China Securities Regulatory Commission and China Banking and Insurance Regulatory Commission), both parties shall, in the principle of good faith and good faith, try their best to communicate and negotiate and solve relevant matters without changing the commercial conditions of this agreement. If both parties fail to complete the share transfer registration before January 28, 2022, this agreement will automatically terminate, and both parties will not bear the liability for breach of contract. Party A Party B shall return the subject share transfer payment paid by Party B to Party A in full to the account designated by Party B before January 30, 2022. In case of overdue return, Party A shall pay liquidated damages to Party B at the standard of 0.05% per day.
2、 Basic information of block trading
Before the completion of this block transaction, Taikang Life Insurance, Taikang pension and their persons acting in concert held 555027964 shares of the company, accounting for 13.407% of the total share capital of the company; Among them, Taikang pension holds 205016956 shares of the company, accounting for 4.95% of the total share capital of the company. After the completion of this block transaction, Taikang pension holds 122209297 shares of the company, accounting for 2.95% of the total share capital of the company. (Note: after the equity transfer agreement is completed, Taikang pension holds 0 shares of the company)
(i) Basic information of Taikang pension
(1) Name: Taikang Endowment Insurance Co., Ltd
(2) Legal representative: Li Yanhua
(3) Registered capital: RMB 400 million
(4) Date of establishment: August 10, 2007
(5) Enterprise type and economic nature: other joint stock limited companies (unlisted)
(6) Main business scope: Group endowment insurance and annuity business, individual endowment insurance and annuity business, group life insurance business, short-term health insurance business, group long-term health insurance business, individual long-term health insurance business, accident insurance business, reinsurance business of the above businesses, consulting service business and agency business related to health insurance, and national laws Insurance fund utilization business permitted by laws and regulations and other businesses approved by CIRC; Part time insurance agency (only acting for the insurance business of Taikang Life Insurance Co., Ltd. and Taikang online Property Insurance Co., Ltd.) (the license for part-time insurance agency business is valid until February 27, 2021). (II) basic information on changes in equity in block transactions
Name of shareholder number of Holdings (shares) proportion of holdings reduction mode of holdings during holdings reduction price
Taikang Life 828076592.00% block transaction on December 27, 2021 3.05
The shares involved in this block exchange are non tradable shares, all of which enjoy voting rights, and there are no rights restrictions or restricted transfers such as voting rights entrustment or restriction.
3、 Other instructions
(i) This change in equity is a reduction of holdings and does not involve the source of funds.
（2） The transfer of shares under this agreement needs to go through the transfer and transfer procedures in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. It is uncertain whether the transfer of shares under this agreement can be finally completed and implemented.
（3） This change in equity will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it damage the interests of the listed company and other shareholders.
（4） This equity change does not violate the securities law, the measures for the administration of the acquisition of listed companies and other laws and regulations, the business rules of Shenzhen Stock Exchange and other relevant provisions and relevant commitments.
（5） According to the requirements of laws and regulations such as the securities law and the measures for the administration of the acquisition of listed companies, the relevant information disclosure obligors have fulfilled the obligation of information disclosure on this equity change. See the short form equity change report disclosed on the same day for details.
（6） The company will continue to pay attention to the progress of relevant matters, and urge both parties to the transaction to timely perform the obligation of information disclosure in accordance with the requirements of relevant laws, regulations and normative documents. Please pay attention to the investment risks.
It is hereby announced.
Yango Group Co.Ltd(000671) board of directors
December 28, 2001
