Securities code: Zhejiang Xcc Group Co.Ltd;(603667) securities abbreviation: Zhejiang Xcc Group Co.Ltd;(603667) Announcement No.: 2022020 convertible bond Code: 113568 convertible bond abbreviation: Spring convertible bond
Zhejiang Xcc Group Co.Ltd;(603667)
Announcement on the listing and circulation of some restricted shares arising from the issuance of shares to purchase assets
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
● the number of restricted shares listed and circulated this time is 11728988
● the listing and circulation date of restricted shares is March 16, 2022
1、 Types of restricted shares listed this time
(I) types of restricted shares listed this time: restricted tradable shares generated by issuing shares to purchase assets (non-public offering)
(II) approval of issuing shares to purchase assets
The type of restricted shares listed and circulated this time is the restricted shares generated by issuing shares to purchase assets (non-public offering).
On October 10, 2018, the company received the reply on approving Zhejiang Xcc Group Co.Ltd;(603667) to issue shares to Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Holding Co., Ltd. to purchase assets and raise supporting funds (zjxk [2018] No. 1607) approved by the CSRC Zhejiang Xcc Group Co.Ltd;(603667) (hereinafter referred to as ” Zhejiang Xcc Group Co.Ltd;(603667) “, “company” and “listed company”) purchased Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Holding Co., Ltd. (hereinafter referred to as “Wuzhou holding”), Xinchang Wulong Investment Management Co., Ltd. (hereinafter referred to as “Wulong investment”), Wu Yuemin, Wu Xiaojun, Zhang Jian, pan Guojun Xinchang County Junlong investment management partnership (limited partnership) (hereinafter referred to as “Junlong investment”) and Xinchang County Yuelong investment management partnership (limited partnership) (hereinafter referred to as “Yuelong investment”) jointly hold 100.00% equity of Zhejiang Xinlong Industry Co., Ltd. (hereinafter referred to as “target company” or “Xinlong industry”). The number of shares issued by listed companies to purchase assets is 29204683, and the final issue price is 15.87 yuan / share.
On October 30, 2018, Xinlong Industrial reported the transfer of the underlying assets of this transaction to Xinchang, Zhejiang Province
The county administrative department for Industry and Commerce shall submit the application for industrial and commercial change registration. On October 31, 2018, Xinchang County Market
The supervision and Administration Bureau approved the change registration and issued the business license.
According to the securities change registration certificate issued by Shanghai Branch of China Securities Depository and Clearing Co., Ltd
The new shares of assets purchased through this issuance of shares have been registered on March 7, 2019
Formalities.
The nature of the newly added shares of the assets purchased by the issuance of shares (non-public offering) is the tradable shares with limited sales conditions. The specific conditions of the issuance object, the number of shares issued and the lock-in period are as follows:
Issued quantity transaction price lock periodic serial number issuing object
(shares) (10000 yuan) (month)
1 Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Holding Co., Ltd. 1695652126910.00 36
2 Wu Yuemin 62102009855.59 36
3 Wu Xiaojun 33439535306.85 36
4 Xinchang Junlong investment management partnership (limited partnership) 13120182082.17 36
5 Xinchang Yuelong investment management partnership (limited partnership) 9446531499.16 36
6 Zhang Jian 262403416.43 36
7 pan Guojun 174935277.62 36
Total 2920468346347.84
2、 Changes in the number of share capital of the company since the issuance of restricted shares
1. After the issuance of restricted shares, the total share capital of the company increased from 26312000 shares to 292324683 shares. 2. On May 10, 2021, the company held the 21st Meeting of the third board of directors and the third supervisory meeting
The 21st Meeting of the board of directors deliberated and adopted the report on Zhejiang Xinlong Industrial Co., Ltd. in 2020
The independent directors of the company expressed their independent opinions with explicit consent. May 2021
On the 21st, the company’s 2020 annual general meeting of shareholders deliberated and approved the above proposal.
As of June 25, 2021, the company has negotiated with the performance commitment party about the company’s shares and compensation to be repurchased
Signed the transfer agreement and share, cash compensation and repurchase cancellation agreement, which agreed that the company would pay 0.33 yuan
Buy back 337463 shares of the company held by Wu Yuemin at the price of RMB (all of which are limited to tradable shares), with a limit of 0.18
Buy back 181711 shares of the company held by Wu Xiaojun at the price of RMB (all of which are limited to tradable shares)
Repurchase 503234 shares of the company (including 366521 shares) held by Wuzhou holdings at the price of RMB 0.49
Restricted tradable shares and 136713 shares are non tradable shares). On August 13, 2021, the company completed the cancellation of the repurchased shares in China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and the total share capital of the company was changed to 297686036 shares (6383761 shares of the company’s convertible bonds were converted from September 14, 2020 to August 13, 2021).
After the cancellation, the total share capital of the company decreased by 1022408 shares, including 885695 shares of tradable shares with limited sales conditions and 136713 shares of tradable shares with unlimited sales conditions. The changes of shares of Wu Yuemin, Wu Xiaojun and Wuzhou holdings are as follows:
No. nature of shares held by shareholders before repurchase cancellation
Name number of shares held
1 Wu Yuemin 62102003374635872737 restricted tradable shares
2 Wu Xiaojun 33439531817113162242 restricted tradable shares
Zhejiang wu69001367136770187 tradable shares with unlimited sales conditions
3 group control
Limited shares 1695652136652116590000 restricted tradable shares
company
3. With the approval of China Securities Regulatory Commission (CSRC) (2019) No. 2568, the company publicly issued 3.3 million convertible corporate bonds on March 6, 2020, with a face value of 100 yuan each and a total issuance amount of 330 million yuan.
With the consent of Shanghai Stock Exchange (2020) No. 82 self regulatory decision, the company’s 330 million yuan convertible corporate bonds will be listed and traded in Shanghai Stock Exchange from April 2, 2020. The bonds are referred to as “spring convertible bonds” for short and the bond code is “113568”. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the prospectus for Zhejiang Xcc Group Co.Ltd;(603667) public offering of convertible corporate bonds, the “spring convertible bonds” issued by the company have been converted into shares since September 14, 2020. As of March 9, 2022, the cumulative number of shares converted is 9894205 shares (tradable shares without sale conditions).
4. From September 14, 2020 to March 9, 2022, the total share capital of the company changed to 301196480 shares due to the change of the company’s convertible bonds into shares and the repurchase and cancellation of Xinlong Industrial performance compensation. 3、 Relevant commitments and performance of the listing and circulation of restricted shares
As the counterparties of the company issuing shares and paying cash to purchase assets, Wuzhou holdings, Wu Yuemin, Wu Xiaojun, Zhang Jian, pan Guojun, Junlong investment and Yuelong investment promise that they will not transfer in any way within 36 months from the date of the end of this issuance, and will not transfer until the performance commitment is fulfilled, Including but not limited to public transfer through the securities market or transfer by agreement; After the completion of this issuance, the company’s shares increased due to the company’s bonus shares, conversion to share capital and other reasons shall also abide by the above agreement.
Wuzhou holdings also promises: if the closing price of Zhejiang Xcc Group Co.Ltd;(603667) shares is lower than the issue price (15.87 yuan / share) for 20 consecutive trading days within 6 months after the completion of the transaction, or the closing price is lower than the issue price at the end of 6 months after the completion of the transaction, the lock-in period of the listed company’s shares obtained by Wuzhou holdings through this restructuring will be automatically extended for at least 6 months.
As of the issuance date of this announcement, except that Wuzhou holdings is still fulfilling its commitment to restrict the sale of shares in this non-public offering, other subscription objects have strictly fulfilled the relevant commitments, and there is no situation that the failure to fulfill the relevant commitments affects the listing and circulation of the restricted shares.
4、 Listing and circulation of restricted shares
The number of restricted shares listed and circulated this time is 11728988, accounting for 3.89% of the total share capital of the company.
The listing and circulation date of restricted shares is March 16, 2022
Detailed list of the lifting of restrictions on the sale of restricted shares in this non-public offering:
The limit is lifted this time
Number of shares with restricted share capital released once number of remaining restricted shares no. of shareholders
Number (shares) number of shares sold (shares) in the total number of shares of the company
This proportion
1 Wu Yuemin 58727371.9498%
2 Wu Xiaojun 319724231622421.0499% 35000
Xinchang Junlong Investment Management Co., Ltd
3Li partnership (limited partnership) 13120180.4356%
(partner)
Xinchang Yuelong Investment Management Co., Ltd
4. Li partnership (limited liability 9446539446530.3136%)
(partner)
5 Zhang Jian 3124032624030.0871% 50000
6 pan Guojun 2249351749350.0581% 50000
Note: the shareholding ratio of restricted shares is calculated based on the data on March 9, 2022. The remaining 35000 restricted shares of Wu Xiaojun, 50000 restricted shares of Zhang Jian and 50000 restricted shares of Pan Guojun are the restricted shares granted by the company’s restricted stock incentive plan in 2021.
5、 Statement of changes in share capital structure
Share category (shares) before this change (shares) after this change (shares)
Tradable shares with restricted sales conditions / non tradable shares 36382748 – 1172898824653760
Tradable shares
——Equity incentive shares 8063760
——Non public offering shares 28318988 – 1172898816590000
Shares (controlled by share reduction)
Tradable shares without restrictions 26481373211728988276542720
Total share capital 30119648 Zhejiang Walrus New Material Co.Ltd(003011) 96480
Note: the calculation is based on the equity data on March 9, 2022.
6、 Sponsor
