CSI PENGYUAN credit rating Co., Ltd
Zhong Zheng Peng Yuan announcement [2021] No. 438 Zhong Zheng Peng Yuan's concern about Shenzhen Wenke Landscape Co.Ltd(002775)
Announcement on matters to be changed by controlling shareholders and actual controllers
Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as " Shenzhen Wenke Landscape Co.Ltd(002775) " or "company", stock code: 002775. SZ) publicly issued 950 million yuan of convertible corporate bonds (hereinafter referred to as "liberal arts convertible bonds") in August 2020. On October 14, 2021, China Securities PENGYUAN credit evaluation Co., Ltd. (hereinafter referred to as "China Securities PENGYUAN") conducted an irregular follow-up credit rating on the company and "liberal arts convertible bonds". The rating results are: the main credit rating of the company is AA -, the rating prospect is negative, and the credit rating of "liberal arts convertible bonds" is AA -.
According to the suggestive announcement on the signing of share transfer agreement, voting right entrustment agreement by the controlling shareholder and the signing of conditional effective share subscription agreement by the company and the proposed change of control right disclosed by the company on December 23, 2021, Li Congwen, the controlling shareholder and the actual controller Mr. and Mrs. Zhao Wenfeng, the shareholder acting in concert, Shenzhen Wenke Holding Co., Ltd. (hereinafter referred to as "Wenke holding") and Foshan Construction Development Investment Co., Ltd. (hereinafter referred to as "Foshan construction investment") signed the share transfer agreement on December 22, 2021, Foshan construction investment intends to transfer 30950400 shares of the company held by Zhao Wenfeng (about 6.04% of the total shares of the company) and 86986022 shares of the company held by liberal arts Holdings (about 16.96% of the total shares of the company) through agreement transfer, with a total of 117936422 shares of the company (about 23.00% of the total shares of the company). On the same day, Foshan construction investment and liberal arts holdings signed the voting right entrustment agreement. Since the completion of the share transfer agreed in the above share transfer agreement, liberal arts holdings entrusted all the voting rights of its remaining 19509978 shares (accounting for about 3.80% of the total shares of the company) to Foshan construction investment. After the agreement transfer and voting right entrustment are completed, the proportion of Foshan construction investment holding the voting right of the company will reach 26.80%, Foshan construction investment will obtain the control right of the company, and the actual controller of the company will be changed to the state owned assets supervision and Administration Commission of Foshan Municipal People's Government (hereinafter referred to as "Foshan SASAC"). At the same time, the above share transfer agreement stipulates that the commitment parties to the agreement (i.e. Li Congwen, Zhao Wenfeng and Wenke holding, the shareholder acting in concert, the same below) promise that Shenzhen Wenke Landscape Co.Ltd(002775) in 2022 The net profit attributable to the owner of the parent company after deducting non recurring profits and losses in the audited consolidated statements in each of the three financial years of 2023 and 2024 shall not be less than RMB 118 million (the "performance benchmark"); If Shenzhen Wenke Landscape Co.Ltd(002775) fails to achieve the performance benchmark of any year, the commitment party shall compensate Foshan construction investment in accordance with the agreement.
On December 22, 2021, Foshan construction investment and the company signed a conditional share subscription agreement. Foshan construction investment plans to subscribe for no more than 100000000 non-public shares of the company in cash (the final number shall be subject to the requirements of the approval documents of the CSRC). Without considering the change in the number of share capital caused by other factors such as the conversion of convertible bonds into shares, according to the issuance ceiling, the proportion of voting rights of Foshan construction investment will reach 38.75% of the total share capital of the company after issuance. After the issuance, Foshan construction investment will further consolidate its control over the company.
As of December 27, 2021, the company still needs to submit an application for review to Shenzhen stock exchange for this equity change. After obtaining the confirmation document of this transfer from Shenzhen Stock Exchange, both parties to the transfer shall apply to China Securities Depository and Clearing Co., Ltd. and its dispatched offices for the registration of share transfer in accordance with the agreement; It still needs to pass the business concentration audit of the Anti Monopoly Bureau of the State Administration of market supervision; It still needs to be approved by the competent department of state owned assets; The non-public offering needs to be deliberated and approved by the general meeting of shareholders of the company; The non-public offering of shares needs to be approved by the CSRC.
China Securities PENGYUAN believes that there is still uncertainty whether the above matters can be finally implemented and completed, and its impact on the company's operation, finance and credit status needs to be further observed. CSI PENGYUAN will continue to track the follow-up progress of the above matters and their possible impact on the company's main credit rating, rating outlook and the credit rating of "liberal arts convertible bonds".
It is hereby announced.
CSI PENGYUAN credit rating Co., Ltd. December 30, 2001
