Securities code: 000671 securities abbreviation: Yango Group Co.Ltd(000671) Announcement No.: 2021-215
About the proposed signing between the controlling shareholder and Taikang Life Insurance and Taikang pension
Announcement of supplementary 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.
Special tips:
1. September 9, 2020, Taikang Life Insurance Co., Ltd. (hereinafter referred to as “Taikang Life”) and Taikang Endowment Insurance Co., Ltd. (hereinafter referred to as “Taikang endowment”) signed the share transfer agreement with Shanghai Jiawen Investment Management Co., Ltd. (hereinafter referred to as “Shanghai Jiawen”), the second largest shareholder of Yango Group Co.Ltd(000671) (hereinafter referred to as “the company”) It is agreed that Taikang Life Insurance and Taikang pension will transfer 13.53% of the shares of the company from Shanghai Jiawen through agreement, with a total of 554710264 shares. On the same day, Ms. Wu Jie and Mr. Lin Tengjiao, the actual controllers of Fujian Sunshine Group Co., Ltd. (hereinafter referred to as “Sunshine Group”), signed the cooperation agreement on Yango Group Co.Ltd(000671) with Shanghai Jiawen, Taikang Life Insurance and Taikang pension (hereinafter referred to as “cooperation agreement”) to agree on corporate governance arrangements, dividends and future performance compensation, which requires sunshine group to pay Yango Group Co.Ltd(000671) Promise the profits in the next ten years. If a certain year cannot be completed, Sunshine Group will compensate the difference to Yango Group Co.Ltd(000671) . At the same time, it is agreed that the above commitments can be negotiated separately when the shareholding ratio of Taikang is reduced to less than 9%. The above information has been disclosed (see Announcement No. 2020-256 for details).
2. On December 27, 2021, the company received the notice from the shareholders Taikang Life Insurance and Taikang pension, Taikang Life and Taikang pension signed the share transfer agreement with Cangzhou Taihe building materials Co., Ltd. (hereinafter referred to as “Taihe building materials”) It is agreed that Taihe building materials will transfer 7.41% of the shares of the company from Taikang Life Insurance and Taikang pension through agreement, with a total of 306727826 shares. On the same day, Taikang pension reduced its 82807659 non tradable shares of the company through block trading, accounting for 2.00% of the total share capital of the company. At present, the above equity transfer is still in the process of transfer registration in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. Since the shareholding of Taikang Life Insurance and Taikang pension decreased to 3.99%, sunshine group negotiated with Taikang Life Insurance and Taikang pension and planned to sign a supplementary agreement to the cooperation agreement. Each party will no longer enjoy or assume rights and obligations according to the cooperation agreement and will not put forward any requirements or claims to the other party for any reason. The effective date of the supplementary agreement shall be subject to the completion of the transfer registration.
1、 Basic information of supplementary agreement
The holding stock Guangdonghectechnologyholdingco.Ltd(600673) group of the company recently negotiated with Taikang Life Insurance and Taikang pension insurance, the second largest shareholder of the company. The two sides intend to sign a supplementary agreement to the cooperation agreement on the reduction of the shares of the company held by Taikang Life Insurance and Taikang pension insurance to 3.99%. The details are as follows:
(i) Basic information of cooperation agreement
On September 9, 2020, Taikang Life Insurance and Taikang pension signed a share transfer agreement with Shanghai Jiawen, the second largest shareholder of the company at that time, which agreed that Taikang Life Insurance and Taikang pension would transfer 13.53% of the shares of the company from Shanghai Jiawen through agreement transfer, with a total of 554710264 shares. On the same day, Ms. Wu Jie and Mr. Lin Tengjiao, the actual controllers of sunshine group, signed the cooperation agreement on Yango Group Co.Ltd(000671) with Shanghai Jiawen, Taikang Life Insurance and Taikang pension, agreeing on corporate governance arrangements, dividends and future performance, which requires sunshine group to promise the profits of Yango Group Co.Ltd(000671) in the next ten years. If it cannot be completed in a certain year, Sunshine Group will compensate the difference to Yango Group Co.Ltd(000671) .
At the same time, it is agreed that the above commitments can be negotiated separately when the shareholding ratio of Taikang is reduced to less than 9%.
The above information has been disclosed in detail (see Announcement No. 2020-256 for details).
（2） Basic information of Taikang’s reduction
Taikang Life Insurance and Taikang pension signed a share transfer agreement with Taihe building materials on December 27, 2021, which agreed that Taihe building materials would transfer Yango Group Co.Ltd(000671) 7.41% of the 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 Yango Group Co.Ltd(000671) ), and Taikang pension transferred 122209297 shares (accounting for 2.95% of the total share capital of Yango Group Co.Ltd(000671) ). On the same day, Taikang pension reduced its holdings of Yango Group Co.Ltd(000671) 82807659 non tradable shares through block trading, accounting for Yango Group Co.Ltd(000671) 2.00% of the total share capital. After the completion of the transaction, Taikang Life Insurance and Taikang pension held a total of 3.99%, which has been reduced to less than 9%. According to the original cooperation agreement, the commitments will be separately negotiated by all parties and disclosed in time. （3） Main contents of the supplementary agreement.
Taikang Life and Taikang pension, Shanghai Jiawen, sunshine group Ms. Wu Jie, the actual controller of sunshine group, and Mr. Lin Tengjiao (hereinafter referred to as “the parties”) agree and confirm that the cooperation agreement will automatically terminate from the date of completion of the transfer of the subject shares, will not continue to be performed, will no longer be binding on the parties, and will no longer be based on the cooperation agreement between the parties Enjoy or assume rights and obligations, and no longer put forward any requirements or claims to the other party for any reason. If the transfer of the subject shares cannot be completed for some reason, the cooperation agreement shall continue to be implemented.
（4） Effective date of supplementary agreement
At present, the above equity transfer is still in the process of transfer registration in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The effective date of the supplementary agreement shall be subject to the completion of the transfer registration.
2、 Impact on Listed Companies
The effective condition of relevant commitments in the original cooperation agreement is that the shareholding of Taikang Life Insurance and Taikang pension is not less than 9%, and now the shareholding ratio of Taikang is reduced to 3.99%. According to the supplementary agreement, if the company fails to complete the annual performance involved in the cooperation agreement, it will not receive the performance compensation promised by sunshine group.
The company will continue to follow up relevant matters, fully protect and safeguard the interests of the listed company and all shareholders, and timely perform the obligation of information disclosure according to the progress. Please pay attention to investment risks and invest cautiously. It is hereby announced.
Yango Group Co.Ltd(000671) board of directors
December 30, 2001
