Securities code: 603900 securities abbreviation: Leysen Jewelry Inc(603900) Announcement No.: 2021-058 Leysen Jewelry Inc(603900)
Suggestive announcement on changes in controlling shareholders' equity
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Reason for this equity change: Ms. Ma Qiao fulfilled her previous reduction commitment.
Method and quantity of this equity change: transfer 15.58% of the shares by agreement.
The change in equity did not result in the change of the controlling shareholder and actual controller of the company.
Mr. Ma Jun may have the risk of failing to complete the reduction of shares within the commitment period, so he needs to perform the obligation of tender offer in accordance with the administrative measures for the acquisition of listed companies and other provisions, and the majority of investors should pay attention to the investment risk.
1、 Basic information of this equity change
The controlling shareholder and actual controller of Leysen Jewelry Inc(603900) (hereinafter referred to as "the company"), Mr. Ma Jun (and the persons acting in concert, Ms. Kan Yize and Ms. Ma Qiao), made relevant commitments and plans to reduce the shares of the company on December 2, 2021 and December 14, 2021 respectively, For details, please refer to the suggestive announcement on the change of shareholders' equity and the change of actual controller disclosed by the company on December 3, 2021 and December 15, 2021 and Leysen Jewelry Inc(603900) suggestive announcement on the plan of controlling shareholders to reduce shares of the company.
On December 27, 2021, Mr. Ma Jun and Ms. Ma Qiao ceased to be the actual controller of Nanjing CHUANSHI Meijing Investment Management Co., Ltd. (hereinafter referred to as "CHUANSHI Meijing") by transferring their equity and resigning as executive director. For details, please refer to the suggestive announcement on changes in controlling shareholders' equity disclosed by the company on December 29, 2021.
On December 30, 2021, the company received a notice from Mr. Ma Jun that Ms. Ma Qiao transferred 15.58% of the company's shares to Wang Lili and Nanjing Kefu Rongguang enterprise consulting partnership (limited partnership) (hereinafter referred to as "Kefu Rongguang"). After this share transfer, Ms. Ma Qiao no longer holds shares of the company. 2、 Shareholding of relevant shareholders before and after this equity change
The shareholding of relevant shareholders before and after this equity change is as follows:
Unit: shares
Before and after change
Name / name
Shareholding quantity shareholding proportion shareholding quantity shareholding proportion
Ma Jun 8557500025.13%
Ma Jun and his Yi Ze 18900000 5.55% 18900000 5.55%
To action person Ma Qiao 5304290015.58% 00.00%
Subtotal 15751790046.26% 10447500030.69%
Wang Lili 00.00% 3601920010.58% Wang Lili and her recovery Rongguang 00.00% 170237005.00% persons acting in concert
Subtotal 00.00% 5304290015.58%
Mr. Ma Jun and Ms. Kan Yize are husband and wife, and Mr. Ma Jun and Ms. Ma Qiao are brother and sister. Kefu Rongguang is the unit controlled by Ms. Wang Lili and the person acting in concert with Ms. Wang Lili. 3、 Basic information of all parties to the transaction 1. Party A (transferor)
Name: Ma Qiao
Nationality: Chinese
ID No.: 320 * * * 19 ******** 29
Address: Qinhuai District, Nanjing******
Residency in other countries or regions: Australia 2. Party B (transferee 1)
Name: Wang Lili
Nationality: Chinese
ID No.: 321 * * * 19 ******** 22
Address: Gulou District, Nanjing******
Residency in other countries or regions: none 3. Party C (transferee 2)
Company name: Nanjing Kefu Rongguang enterprise consulting partnership (limited partnership)
Unified social credit Code: 91320102ma7f6u2191
Enterprise type: limited partnership
Date of establishment: December 20, 2021
Registered address: No. 95, Houzaimen West Village, Xuanwu District, Nanjing
Executive partner: Nanjing Fuguang Enterprise Consulting Co., Ltd. (hereinafter referred to as Fuguang consulting) executive partner appointed representative: Wang Lili
Operation period: December 20, 2021 to December 19, 2051
Business scope: general items: enterprise management consulting; Information consulting services (excluding licensed information consulting services); Social and economic consulting services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Major shareholders:
Name of shareholder shareholding ratio
Wang Lili 49.9950%
Zhang Haiyun 49.9950%
Nanjing Fuguang Enterprise Consulting Co., Ltd. 0.0100%
4. Relationship between Party B and Party C
Party C is the unit controlled by Party B and the person acting in concert of Party B. 4、 Main contents of equity transfer agreement 1. Basic scheme
Party A agrees to transfer all Leysen Jewelry Inc(603900) A-Shares tradable without sale conditions (hereinafter referred to as the subject shares) held by Party A to Party B and Party C by means of agreement transfer; Party B and Party C agree to accept the above subject shares to be transferred by Party A through agreement transfer. 2. Number of shares transferred, transfer price per share and share transfer payment
The number of shares transferred by the subject accounts for the transfer price per share of the subject company
(share) total share capital ratio (yuan / share) (yuan)
Party B 3601920010.58% 6.80244930560.00
Party C 170237005.00% 6.8011576160.00
Total 5304290015.58% 6.80360691720.00
3. Special agreement on the subject shares
Party A has clearly informed Party B and Party C that the subject shares are obtained from the property division of divorce proceedings held by Party A. the divorce proceedings have taken effect, but the transfer registration has not been completed. The subject shares are still registered in the name of Party A's ex husband Shen Dongjun (hereinafter referred to as "Party A's ex husband").
Party A promises and Party B and Party C agree that if Party A fails to register the transfer of the subject shares from Party A's ex husband to Party A's name before January 31, 2022, it will apply to the court for enforcement within 30 days and register the transfer of the subject shares to Party A's name as soon as possible.
Party A agrees that from the date of signing this agreement to the date when the transfer of the subject shares is registered in the names of Party B and Party C, Party A shall actively assist and cooperate with Party B and Party C in exercising the voting rights of the subject shares (except for special restrictions required by the regulatory authorities). 4. Share delivery
Apply to Shanghai stock exchange for relevant transfer business within 6 months from the effective date of this agreement, and apply to China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as "zhongdeng company") for share transfer registration within 6 months after Shanghai stock exchange issues a confirmation opinion. 5. Share transfer payment
Party B and Party C shall pay 5% of the share transfer price to Party A within 60 days from the date when the subject shares are transferred and registered in the name of Party A by Party A's ex husband.
Party B and Party C shall pay 15% of the share transfer price to Party A within 60 days after the share transfer is confirmed by Shanghai Stock Exchange.
Within 180 days from the date when the transfer of the subject shares is registered in the names of Party B and Party C, Party B and Party C shall pay the remaining share transfer payment to Party A. 6. Third party representations, warranties and commitments
6.1 third party guarantee
In the process of negotiation and negotiation for the signing of this agreement, all materials provided by Party A, Party B and Party C to the other party, Shanghai Stock Exchange and securities registration and clearing institution are true, accurate and complete.
6.2 Party A's guarantee
The subject shares are the equity legally owned by Party A. before the transfer registration of the subject shares, the subject shares have been fully invested, and there is no false investment. Except for "1.3.1" of this agreement, there is no freezing or third-party rights and interests and other rights restrictions. Party A has the full right to dispose of the subject shares.
From the date of signing this agreement to the date when the subject shares are registered in the names of Party B and Party C, Party A shall urge the subject shares not to pay dividends, send shares, convert to share capital, allot shares and other matters.
In case of dividend distribution, share distribution, share capital conversion, share allotment and other matters, the transfer price and the number of transferred shares shall be adjusted accordingly, which shall be implemented by the three parties in accordance with the following principles: for the subject shares, the shares generated or derived from the subject shares due to share distribution, share capital conversion and share allotment shall form a part of the subject shares, Party B and Party C are not required to pay additional consideration for the shares generated or distributed; For the cash dividends or dividends generated from the dividend distribution of the subject shares, the amount of cash dividends or dividends paid or payable to party a corresponding to the subject shares shall be deducted from the share transfer payment; In case of share allotment, the transfer price and / or transfer quantity of this transfer shall be adjusted accordingly, and the specific operation mode shall be separately determined by the three parties through negotiation.
6.3 Party B and Party C guarantee
When Party B and Party C choose to sell the target shares held by Party A this time, they will adopt the legal exit method in accordance with the provisions of laws and regulations.
Party B and Party C promise to pay the transfer price to Party A according to the amount, time and conditions agreed in this agreement. 7. Liability for breach of contract
After the completion of this share transfer, if Party A is investigated for legal responsibility by the stock exchange, China Securities Regulatory Commission or other competent authorities due to major false statements, serious breach of commitments or other major violations of laws in the process of this share transfer, and losses are caused to Party B and Party C, Party B and Party C have the right to require Party A to compensate all losses, Such losses include but are not limited to the share transfer funds and taxes paid by Party B and Party C for this share transfer, as well as various losses arising from the realization of rights, etc. The shares of Leysen Jewelry Inc(603900) obtained by Party B and Party C through other channels or the shares repurchased after sale are not within the scope of responsibility of Party A.
After the signing of this agreement, unless otherwise agreed by force majeure and this agreement, any party's breach, non performance or incomplete performance of any obligation, guarantee or commitment under this agreement, or the existence of false and untrue promises and guarantees, shall constitute a breach of contract and shall be liable for breach of contract and compensation.
8. Confidentiality and disclosure
The three parties jointly undertake not to disclose this agreement or the details of this agreement to any irrelevant third party. The existence and contents of this Agreement are confidential information, which shall be strictly confidential and can only be used for the purpose of this agreement. For the transactions involved in this agreement, the three parties shall jointly negotiate and determine the form and content of information disclosed through news or other public channels. Without the consent of the other parties, either party shall not disclose this information through news or other public channels at will. However, with the consent of the three parties, or in accordance with legal requirements, or the requirements of regulatory authorities, such as the requirements for stock trading of listed companies or the requirements of the CSRC, the three parties may disclose the information. 9. Application of law and settlement of disputes
The conclusion, validity, interpretation, performance and dispute resolution of this Agreement shall be governed by Chinese laws.
Any dispute arising from the performance of this Agreement shall be settled by the three parties through friendly negotiation. If such dispute cannot be settled through negotiation, the three parties agree that any dispute arising from or related to this agreement can be settled by either party to the people's Court of Yuhuatai District, Nanjing.
The disputes mentioned in this article refer to all disputes between the three parties on the validity, content interpretation, contract performance, liability for breach of contract, change, dissolution and termination of the agreement. 10. Other agreements
This Agreement shall be established and come into force as of the date when it is signed and sealed by Party A, Party B and Party C, and shall be legally binding on all three parties.
For matters not covered in this agreement, the three parties shall sign a written agreement after reaching an agreement through consultation.
The invalidity of any provision of this agreement will not affect the validity of any other provision of this agreement irrelevant to this provision.
This agreement is made in sextuplicate, with each party holding two copies, each of which has the same legal effect. 5、 Follow up matters involved
The change in equity did not result in the change of the controlling shareholder and actual controller of the company. Relevant information disclosure obligors will disclose the equity change report within the time required by laws and regulations.
This share
