Securities code: Deppon Logistics Co.Ltd(603056) securities abbreviation: Deppon Logistics Co.Ltd(603056) Announcement No.: 2022013 Deppon Logistics Co.Ltd(603056)
Suggestive announcement on receipt of summary of tender offer report
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.
On March 11, 2022, Deppon Logistics Co.Ltd(603056) (hereinafter referred to as " Deppon Logistics Co.Ltd(603056) ", "the company" or "the company" or "the listed company") successively received Mr. Cui Weixing, the actual controller of the company (hereinafter collectively referred to as the "founder") and the controlling shareholder, Ningbo Meishan free trade port Debang Investment Holding Co., Ltd. (hereinafter referred to as "Debang holding" or "target company") According to the notice of Suqian Jingdong Zhuofeng Enterprise Management Co., Ltd. (hereinafter referred to as "Jingdong Zhuofeng" or "Transferee"), Mr. Cui Weixing and Ms. Xue Xia (hereinafter collectively referred to as the "Founding shareholder"), deppon holdings and / or the company's directors, supervisors and senior managers who indirectly hold the company's shares through deppon holdings, Cui Weigang, Xu Enjun, Pang Qingxiu, Huang Huabo Tang Xianbao, Zhang Huanran (hereinafter collectively referred to as the "Transferor of Dong Jiangao") and a total of 153 natural and institutional shareholders of Debang Holdings (hereinafter collectively referred to as the "Transferor of minority shareholders" and the founding shareholder and the transferor of Dong Jiangao (hereinafter collectively referred to as the "Transferor") signed share transfer agreements and other transaction documents with JD Zhuofeng respectively, On the premise of meeting the delivery conditions agreed in the share transfer agreement and other transaction documents, the transferee will transfer 93862533 shares of the target company held by the founding shareholder, the transferor of directors, supervisors and senior managers and the transferor of minority shareholders, accounting for 999870% of the total share capital of the target company.
The above equity transfer and shareholder rights entrustment are collectively referred to as this transaction.
The company received the summary of Deppon Logistics Co.Ltd(603056) tender offer report (hereinafter referred to as "summary of tender offer report") issued by JD Zhuofeng on March 11, 2022. This tender offer is due to JD Zhuofeng's acquisition of some shares of the target company through transfer and acceptance of Mr. Cui Weixing Dong Jiangao entrusted the transferor to obtain the voting rights corresponding to some shares of the target company, so as to obtain the voting rights of 999870% of the shares of the target company and realize the control over the target company, so as to indirectly control 664965% of the shares of the company held by the target company; The actual controller of the company will change, Mr. Cui Weixing will no longer be the actual controller of the company, and the target company will still be the controlling shareholder of the company, which is controlled by JD com., Jingdong Zhuofeng, controlled by Inc. (hereinafter referred to as "Jingdong group"), will become the indirect controlling shareholder of the company. In accordance with the securities law of the people's Republic of China and the measures for the administration of the acquisition of listed companies, JD Zhuofeng shall make a comprehensive offer to other Deppon Logistics Co.Ltd(603056) shareholders other than deppon holdings for their Deppon Logistics Co.Ltd(603056) Listed Tradable ordinary shares with unlimited sales conditions.
1、 Summary of tender offer report
The summary of the tender offer report is as follows:
(I) acquirer of this tender offer
The offeror of this offer is Jingdong Zhuofeng. As of the disclosure date of the summary of the tender offer report, the actual control relationship of the acquirer is as follows:
Note: the shareholding ratio data is as of February 28, 2022.
(II) purpose of this tender offer
In order to further implement the relevant spirit of the action plan for building a postal power and the 14th five year plan for the development of the postal industry, build a comprehensive mail and delivery logistics supply chain group, better promote the high-quality development of the industry and provide customers with better services, JD logistics plans to acquire Deppon Logistics Co.Ltd(603056) controlling stake. This transaction will help the logistics networks and product categories of both parties complement each other, refine the market division of labor, optimize the service experience, integrate supply chain resources, improve network operation efficiency, reduce comprehensive operation costs, and continue to create greater value for customers. In order to improve the integration efficiency of JD group's subordinate logistics business segments, this tender offer will terminate Deppon Logistics Co.Ltd(603056) 's listing status.
After the completion of this indirect acquisition, JD Zhuofeng can acquire the voting rights of 999870% of the shares of Debang holdings and realize the control of Debang holdings by acquiring some shares of Debang holdings and accepting the entrustment of some shareholders of Debang holdings to obtain the voting rights corresponding to some shares of Debang holdings, so as to indirectly control Deppon Logistics Co.Ltd(603056) 664965% of the shares held by Debang holdings. After the completion of this indirect acquisition, the proportion of shares of Deppon Logistics Co.Ltd(603056) indirectly owned by JD Zhuofeng through holding Debon holdings will exceed 30% of Deppon Logistics Co.Ltd(603056) issued shares, thus triggering the obligation of comprehensive tender offer, JD Zhuofeng shall make a comprehensive offer to other Deppon Logistics Co.Ltd(603056) shareholders except deppon holdings for their Deppon Logistics Co.Ltd(603056) Listed Tradable ordinary shares with unlimited sales conditions.
(III) the tender offer method and relevant information of the purchased shares
The shares to be acquired by this offer are Deppon Logistics Co.Ltd(603056) other common shares that have been listed and tradable without restrictions except Deppon Logistics Co.Ltd(603056) 664965% of the shares held by Debang holdings acquired by the acquirer through this indirect acquisition. As of the date of disclosure of this announcement, except for Deppon Logistics Co.Ltd(603056) 664965% of the shares held by deppon holdings acquired through this indirect acquisition, all Deppon Logistics Co.Ltd(603056) ordinary shares have been listed and circulated without restrictions. The details are as follows:
Share type offer price the proportion of the number of shares purchased by offer in Deppon Logistics Co.Ltd(603056) issued (yuan / share) (share)
Tradable shares without restrictions 13.1527710953926.98%
(IV) term of validity of this tender offer
The term of this tender offer is 30 natural days in total, except for competitive offers. The specific starting and ending dates will be announced separately.
2、 Other instructions
The acquisition still needs to be reported to and approved by the Anti Monopoly Bureau of the State Administration of market supervision. In addition, the acquisition needs to be reviewed and approved by the shareholders' meeting of JD logistics, the controlling shareholder, and JD logistics supply chain, the sole shareholder of the acquirer. If other relevant legal procedures need to be performed for this acquisition, such procedures will be performed in accordance with relevant regulations. This acquisition offer has not taken effect and is subject to considerable uncertainty. Due to the uncertainty of this matter, please pay attention to the follow-up announcement and pay attention to the investment risk. In addition, please pay attention to the relevant investment risks that Deppon Logistics Co.Ltd(603056) may not meet the listing conditions after the completion of this tender offer.
If the transaction is successfully implemented, after JD Zhuofeng obtains the control of Debang holdings, the listed company and relevant subsidiaries shall apply to the relevant industry authorities for changing the business scope of the relevant express business operation license, stripping the relevant value-added telecom business or canceling the aforementioned value-added telecom business operation license, To meet the regulatory requirements for foreign investment access stipulated in the Special Administrative Measures for foreign investment access (negative list) (2021 Edition).
It is hereby announced.
Deppon Logistics Co.Ltd(603056) board of directors March 12, 2022
