Stock abbreviation: Xinjiang International Industry Co.Ltd(000159) Stock Code: 000159 No.: 2021-72 Xinjiang International Industry Co.Ltd(000159) about
Transfer of shares held by controlling shareholders and actual controllers by agreement
Suggestive announcement of proposed change
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.
Important content tips:
1. After the completion of this share transfer, the actual controller of the company will be changed, and the actual controller of the company will be changed from natural person Mr. Zhang Yanfu to natural person Mr. Feng Jianfang.
2. This equity change does not touch the tender offer.
3. This share transfer agreement still needs to pass the compliance review and confirmation of Shenzhen Stock Exchange, and go through the share transfer registration formalities 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.
1、 Overview of agreement transfer
On December 28, 2021, The company received the notice from the controlling shareholder qiantai Zhongsheng Trading Co., Ltd. (hereinafter referred to as "qiantai Zhongsheng"), and the controlling shareholder qiantai Zhongsheng signed the share transfer agreement on Xinjiang International Industry Co.Ltd(000159) with Jiangsu rongneng Investment Development Co., Ltd. (hereinafter referred to as "Jiangsu rongneng") on the evening of December 27, 2021, and qiantai Zhongsheng transferred its Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as "Jiangsu rongneng")“ Xinjiang International Industry Co.Ltd(000159) ") 109708888 shares (accounting for 22.82% of the total shares of the company) are transferred to Jiangsu rongneng. The total price of the share transfer is RMB 1112000000. After the transfer, Jiangsu rongneng will hold 22.82% of the shares of Xinjiang International Industry Co.Ltd(000159) and the actual controller of the company will be changed to a natural person, Mr. Feng Jianfang.
2、 Basic information of the parties to the transfer agreement
(i) Information of the transferor
Qiantai Zhongsheng Trading Co., Ltd., with a registered capital of RMB 119.05 million, was established on
On December 29, 1997, the legal representative Zhang Yanfu, organization code 91440300228584700a, registered address 1908c7, international culture building, 3039 Shennan Middle Road, Futian street, Futian District, Shenzhen. The company is mainly engaged in foreign economic and technical cooperation business; Equity investment.
1. Ownership structure chart
As of the issuance date of this report, the equity structure of the company is as follows:
2. Basic information of current actual controllers of listed companies
Mr. Zhang Yanfu holds 22.82% of the shares of the listed company through Qian taizhongsheng and is the actual controller of the listed company. Zhang Yanfu, Chinese nationality, without permanent residency abroad, was the general manager of Xinjiang Top Energy Company Ltd.Shanxi(600780) Investment Co., Ltd; He is currently the executive director and Xinjiang International Industry Co.Ltd(000159) supervisor of qiantai Zhongsheng Equity Investment Co., Ltd.
（2） Transferee information
Jiangsu rongneng Investment Development Co., Ltd. has a registered capital of RMB 100 million. The company was established on December 3, 2021. Its legal representative is Feng Jianfang. Its organization code is 91320382ma7d2fm201387. Its registered address is on the fourth floor of office building, No. 300, Nanjing Road, north of Huancheng North Road, Donghu Street, Pizhou City. The company is mainly engaged in construction engineering design; Construction project construction; Engaging in investment activities with its own funds; Asset management services invested by self owned funds; Commercial complex management services; Environmental emergency management services; Land improvement services; estate management; Sales of mechanical equipment; Sales of electrical equipment; Sales of electronic products; Sales of building materials; Timber sales; Sales of metal materials.
1. Ownership structure chart
2. Basic information of Mr. Feng Jianfang
Feng Jianfang, male, born in February 1973, Chinese nationality, without permanent residency abroad, master of business administration. Since 2008, Jiangsu Zhongneng International Trade Co., Ltd., Jiangsu Hercules pipe pile Co., Ltd. and Jiangsu Guoneng Enterprise Management Co., Ltd. have been established successively; Since 2011, he has served as the chairman of Jiangsu Hercules pipe pile Co., Ltd. He has won the honorary titles of top ten industry leaders in Jiangsu Province and excellent private entrepreneur in Xuzhou.
3、 Changes in equity structure after transfer
Before and after the transfer
Name of shareholder number of shares shareholding ratio name of shareholder number of shares shareholding ratio
Qiantai Zhongsheng trade 10970888822.82% Jiangsu rongneng Investment Development Co., Ltd
Social public shares 37097710577.18%
Total share capital 480685993100% total share capital 480685993100%
4、 Main contents of transfer agreement
(i) Agreement subject and signing time
Transferor: qiantai Zhongsheng Trading Co., Ltd
Transferee: Jiangsu rongneng Investment Development Co., Ltd
Target company: Xinjiang International Industry Co.Ltd(000159)
Signed on: December 27, 2021
Effective time: effective from the date when all the following conditions are fulfilled:
1. The agreement is signed and sealed by the designated representative or authorized representative of the transfer method, and signed and sealed by the designated representative or authorized representative of the transfer method;
2. The share transfer has been approved by the decision-making authority of the transferor and the transferee.
（2） Type, quantity, proportion, nature of shares and changes in nature of the subject shares transferred
The transferor agrees to transfer its 109708888 shares of the target company (accounting for 22.82% of the total shares of the target company) and all shareholders' interests derived therefrom to the transferee, and the transferee agrees to the above transfer. The shares of the listed company transferred by the transferor are tradable shares without sales conditions.
（3） Prerequisites
All parties agree that the share transfer shall be implemented on the premise that all the following conditions are met (or exempted in writing by the transferee, and the transferee's exemption from relevant preconditions shall not be regarded as the recognition that the preconditions have been met):
1. The transferor and its actual controller guarantee that the target company does not have any guarantee to any other party undisclosed before the re-election of the board of directors of the target company is completed;
2. This agreement has come into force;
3. There are no relevant laws, administrative regulations, departmental rules and normative documents, effective court judgments and rulings that prohibit the transferor from performing this Agreement;
4. There is no voluntary share locking commitment made by the transferor as of the signing date of this agreement.
（4） Share transfer price and payment method
Upon consensus of all parties, the total price of the subject share transfer is RMB 1112000000 (in words: RMB one billion one hundred and twelve million only).
If, before the transfer of the subject shares is completed, the target company has ex right matters such as share distribution and conversion of capital reserve into share capital, the number of transferred shares and the price per share of the subject shares will be automatically adjusted accordingly, that is, if the ex right matters occur in the target company, the number of subject shares and the price of share transfer agreed in this agreement will be adjusted accordingly, However, the total transfer price of the subject shares agreed in this agreement will not change; During such period, without the consent of the transferee, the transferor shall not agree to the ex dividend of the target company.
The share transfer price is paid in cash in three installments. The specific payment arrangement is as follows:
The first transfer payment: all parties agree that within 10 working days from the date when the above preconditions are met, the target company publicly discloses the transaction and Shenzhen Stock Exchange has no objection on the share transfer under this agreement, the transferee shall pay the transfer price of shares to the transferor not less than 20% of the total price, That is, RMB 222400000 (in words: two hundred and twenty-two million four hundred thousand only);;
The second transfer payment: within 10 working days after the transferor registers the subject shares in the name of the transferee through csdcr Shenzhen Branch, the transferee shall pay the transferor the cumulative share transfer price of no less than 60% of the total price, i.e. RMB 667.2 million (in words: RMB 667.2 million only);
The third transfer payment: the transferee shall pay off all the share transfer price to the transferor within 10 working days after the re-election or appointment of all members of the board of directors, members of the board of supervisors and other senior managers of the target company as required by the transferee.
（5） Representations, warranties and undertakings relating to the agreement
The representations, warranties and commitments made by each party on the signing date of the agreement are true and complete without any falsehood, error or omission, and shall continue to be valid after the signing of this Agreement and during the performance period.
1. The representations, warranties and commitments made by the transferor are as follows:
(1) The transferor is a Chinese legal person with full capacity for civil rights and conduct, and has the right to sign and fully perform this Agreement;
(2) The signing, delivery and performance of this Agreement shall not violate any laws, regulations, normative documents, its own internal management system, the contract signed with a third party (except with the consent of the third party) or the judgment, order, award and announcement issued by the national judicial organ, administrative organ, regulatory authority and arbitration institution;
(3) Assist the target company and the transferee in handling various matters such as examination and approval and information disclosure to the regulatory authority, and perform their own information disclosure obligations according to law;
(4) Apply for, file or obtain all licenses, approvals, authorizations and registrations granted, filed or issued by the regulatory authority to ensure the full implementation of this Agreement; deliver or obtain all notices, approvals, waivers, letters of consent and authorizations to a third party to ensure the full implementation of this Agreement;
(5) After the agreement takes effect, timely sign and provide relevant documents in accordance with the provisions of relevant laws and regulations, normative documents, the requirements of regulatory authorities and the agreement, and try our best to promote the completion of share transfer procedures;
(6) Sign and deliver the documents and certificates to be signed by the transferor or related to the share transfer;
(7) Assist the transferee to complete the change procedures of relevant qualification certificates of the target company involved in the completion of this share transfer.
(8) Timely perform all obligations stipulated in laws and regulations and other terms of this agreement. (9) After the signing of this Agreement and before the transfer of the subject shares, the transferor shall exercise its rights to the controlling shareholders of the target company in the standard form of a good manager, and will not and shall not act to damage the material interests of the transferee, the target company, other shareholders of the target company and creditors of the target company. During the transition period, if the target company needs to convene a general meeting of shareholders or make a decision In case of any resolution adopted by the general meeting of shareholders, the transferor shall exercise the shareholder's voting right as required by the transferee.
(10) The transferor promises that during the period when the transferor is the main shareholder of the target company and / or works in the target company, unless the transferee agrees in writing in advance, the transferor and its actual controller's spouse and immediate family members, as well as the affiliated enterprises controlled, jointly controlled and significantly affected by the transferor and its actual controller's spouse and immediate family members (except the target company and its subsidiaries) shall not engage in or help others to engage in businesses, services or other business activities that compete with the business or business activities of the target company and its subsidiaries in any way. Moreover, the transferor agrees that this commitment does not constitute a non competition clause under the labor law, and the target company does not need to pay non competition compensation to the promisor.
(11) The period from the date of signing the share transfer agreement to the date of transfer of the subject shares to the transferee is the transition period. During the transition period, the transferor guarantees not to transfer the shares to others, not to transfer the rights of the corresponding shareholders of the subject shares to other subjects other than the transferee, and not to mortgage, pledge or other circumstances that hinder the equity transfer of the listed company; during the transition period, the transferor guarantees not to Intervention does not interfere with the normal production and operation of the target company and its subordinate enterprises; Shall not commit any financial act that endangers the interests of the listed company and the transferee.
(12) Before the re-election of the board of directors of the target company is completed, there is no undisclosed guarantee in the target company. Otherwise, the transferor shall bear all liabilities and losses, and such guarantee has nothing to do with the transferee and the target company after the equity change.
2. The representations, warranties and commitments made by the transferee are as follows:
(1) As an enterprise legal person legally established and validly existing, it has the right to sign this share transfer agreement and will continue to have the necessary rights and authorization to fully perform its obligations under this Agreement until the date of completion of the matters agreed in this Agreement;
(2) The transferee guarantees to pay the transfer price of the subject shares to the transferor in accordance with the provisions of the agreement.
(3) Guarantee that it will actively handle and cooperate with other relevant parties to handle the relevant procedures such as application and approval to the CSRC and stock exchange in accordance with the principle of good faith, and timely fulfill the legal obligation of information disclosure. Assist the target company and the transferor in handling various matters such as approval and information disclosure to the regulatory authority;
(4) Timely perform all obligations agreed in other terms of this Agreement;
(5) During the transition period, if the target company needs to hold a general meeting of shareholders or make a resolution, the transferee will not damage the interests of the target company and shareholders when the transferor solicits the opinions of the transferee.
(6) After the performance of this agreement, if the transferee dismisses the existing management team and employees of the target company, it shall be resettled in accordance with the provisions of the existing labor contract.
（6） Corporate governance
The parties agree that within 5 days from the date of transfer of the subject shares, the transferee shall provide the transferor with the directors, supervisors and Adjustment plan and relevant documents made by the management (including the name and position of the adjustment personnel, the list of nominated / recommended candidates / candidates, resume, resume and qualification certificates, etc. the transferee shall ensure that the nominated and recommended candidates / candidates meet the corresponding qualification conditions). The transferor shall assist in convening and convening the project within 25 days from the date of receiving the adjustment plan and relevant documents proposed by the transferee The board of directors, the board of supervisors and the general meeting of shareholders of the target company to complete the adjustment of the directors, supervisors and management of the target company, and the transferor guarantees the successful election or appointment of all personnel recommended by the transferee.
5、 Impact of this agreement transfer on the company
After the transfer, Jiangsu rongneng
