Securities code: Deppon Logistics Co.Ltd(603056) securities abbreviation: Deppon Logistics Co.Ltd(603056) Announcement No.: 2022012
Deppon Logistics Co.Ltd(603056)
Announcement on the change of controlling shareholder’s equity structure and the change of actual controller
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:
On March 11, 2022, Deppon Logistics Co.Ltd(603056) (hereinafter referred to as ” Deppon Logistics Co.Ltd(603056) “, “the company”, “the company” or “listed company”) successively received Mr. Cui Weixing, the actual controller of the company (hereinafter referred to as the “founder”) and the controlling shareholder, Ningbo Meishan bonded 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 (collectively referred to as “overall transaction”). The overall transaction will be carried out in three phases. In the first phase of the transaction (including the first phase of the equity conversion of founding shareholders, the first phase of the equity conversion of directors, supervisors and small shareholders), the transferee will transfer 53098472 shares of the target company held by the founding shareholders, directors, supervisors and small shareholders at the price of RMB 507768205454, accounting for 565631% of the total share capital of the target company, Among them, 5350175 shares of the target company (accounting for 5.6992% of the total share capital of the target company) held by the founding shareholders, 1452974 shares of the target company (accounting for 1.5477% of the total share capital of the target company) held by the transferor of directors, supervisors and senior management, and 46295323 shares of the target company (accounting for 493160% of the total share capital of the target company) held by the transferor of minority shareholders were transferred. According to the following provisions of the founding shareholders’ share conversion agreement, if the shareholders’ meeting of the listed company has successfully made a resolution to exempt the founder’s voluntary lock-in commitment before the delivery of the phase I founding shareholders’ share conversion, and there is no right burden or restriction on the transfer of the founder’s phase I additional target shares, Then the founder shall additionally transfer the founder’s additional target shares of phase I to the transferee during the share conversion transaction of phase I founding shareholders. The number of shares transferred by the founder in the share conversion transaction of phase I founding shareholders mentioned in this announcement does not include the additional target shares of phase I founder; If the company holds a subsequent general meeting of shareholders to exempt the founders from voluntary lock-in commitment, the company will timely perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations.
Mr. Cui Weixing, Dong Jiangao and the transferor jointly signed a voting right entrustment agreement with the transferee. From the delivery date of the phase I founding shareholder’s share conversion, Mr. Cui Weixing entrusted the voting rights of all the remaining shares of the target company held by him after the delivery date of the phase I founding shareholder’s share conversion to the transferee for exercise; From the delivery date of the first phase of the board of directors, supervisors and senior managers’ share conversion, the transferor of the board of directors, supervisors and senior managers will entrust the voting rights of all the remaining shares of the target company held after the delivery date of the first phase of the board of directors, supervisors and senior managers’ share conversion to the transferee for exercise.
Mr. Cui Weixing, Dong Jiangao and the transferor signed relevant pledge agreements with the transferee respectively, and pledged all the remaining shares of the target company held by them after the delivery date of the phase I founding shareholder’s share conversion to the transferee from the delivery date of the phase I founding shareholder’s share conversion, Mr. Cui Weixing pledged all 4 Shandong Nanshan Fashion Sci-Tech Co.Ltd(300918) 4 shares of the listed company directly held by him (accounting for 4.1880% of the total share capital of the listed company) to the transferee at the same time.
If this transaction is successfully implemented, from the date of completion of phase I transaction, JD Zhuofeng will acquire the voting rights of 999870% of the shares of the target company and realize its control over the target company by acquiring part of the shares of the target company and accepting the entrustment of Mr. Cui Weixing and Dong Jiangao, Thereby indirectly controlling 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. If the transaction is successfully implemented, JD Zhuofeng will trigger the obligation of comprehensive tender offer, and shall issue a comprehensive offer to the shareholders of other listed companies except deppon holdings for the listed circulating ordinary shares with unlimited sales conditions of the listed company they hold.
This transaction still needs to be reported to and approved by the Anti Monopoly Bureau of the State Administration of market supervision. In addition, this transaction needs to be reviewed and approved by the general meeting of shareholders of jdlogistics, Inc. (hereinafter referred to as “JD logistics”) which is the indirect controlling shareholder of the transferee, and JD logistics supply chain Co., Ltd. (hereinafter referred to as “JD logistics supply chain”) which is the sole shareholder of the transferee. If other relevant legal procedures need to be performed in this transaction, such procedures will be performed in accordance with relevant regulations. This transaction can be implemented only after all the agreed preconditions for delivery are met. There is still uncertainty about whether the final delivery can be completed and the completion time of delivery. This transaction has considerable uncertainty. Please pay attention to the investment risk.
1、 Basic information of this transaction
(I) on March 11, 2022, the founding shareholder and JD Zhuofeng signed the share transfer agreement of the founding shareholder of Ningbo Meishan bonded port Debang Investment Holding Co., Ltd. (hereinafter referred to as the “Founding shareholder share transfer agreement”), The founding shareholder transfers 41755308 shares of the target company held by him (corresponding to the registered capital of the target company of RMB 41755308 in total, accounting for 444798% of the total share capital of the target company) to the transferee. On the premise of meeting the relevant conditions agreed in the agreement, the share transfer price payable by the transferee for the target shares shall be RMB 399296194650, The aforesaid transactions will be carried out in three phases, including phase I founder shareholder conversion transaction, phase II founder conversion transaction and phase III founder conversion transaction;
(II) on March 11, 2022, Dong Jiangao’s transferor and transferee signed the agreement on the transfer of Dong Jiangao’s shares of Ningbo Meishan bonded port Debang Investment Holding Co., Ltd. (hereinafter referred to as “Dong Jiangao’s share transfer agreement”), Dong Jiangao transferred 5811902 shares of the target company held by the transferor (corresponding to the registered capital of the target company of RMB 5811902 in total, accounting for 6.1913% of the total share capital of the target company) to the transferee. On the premise of meeting the relevant conditions agreed in the agreement, the share transfer price payable by the transferee for the target shares should be RMB 55577852575, The above-mentioned transactions will be conducted in two phases, including the first phase of the directors, supervisors and senior managers’ equity conversion transaction and the second phase of the directors, supervisors and senior managers’ equity conversion transaction;
(III) on March 11, 2022, the transferor of minority shareholders and the transferee signed the share transfer agreement of Ningbo Meishan bonded port Debang Investment Holding Co., Ltd. (hereinafter referred to as the “minority shareholder share transfer agreement”), The transferor of minority shareholders transfers its 46295323 shares of the target company (the total registered capital corresponding to the target company is RMB 46295323, accounting for 493160% of the total share capital of the target company) to the transferee, and the share transfer price payable by the transferee for the target shares shall be RMB 442711290838;
(IV) on March 11, 2022, Mr. Cui Weixing, Dong Jiangao, the transferor and the transferee signed the voting right entrustment agreement on Ningbo Meishan free trade port Debang Investment Holding Co., Ltd. (hereinafter referred to as the “voting right entrustment agreement”). From the date of share transfer and delivery of phase I founding shareholders, Mr. Cui Weixing exclusively and irrevocably entrusts the voting rights of all the remaining shares of the target company held by him after the delivery date of the share conversion of the founding shareholder of phase I to the transferee for exercise; From the delivery date of the first phase of the conversion of directors, supervisors and senior managers into shares, the transferor of directors, supervisors and senior managers shall exclusively and irrevocably entrust the transferee to exercise the voting rights of 4358928 shares held by it;
(V) on March 11, 2022, Mr. Cui Weixing Dong Jiangao, the transferor and the transferee signed the phase II share pledge agreement on Ningbo Meishan bonded port Debang Investment Holding Co., Ltd. (hereinafter referred to as the “phase II share pledge agreement”) and the phase III share pledge agreement on Ningbo Meishan bonded port Debang Investment Holding Co., Ltd. (hereinafter referred to as the “phase III share pledge agreement”) , Mr. Cui Weixing signed the stock pledge agreement on Deppon Logistics Co.Ltd(603056) with the transferee (hereinafter referred to as Deppon Logistics Co.Ltd(603056) stock pledge agreement). From the date of share transfer and delivery of the founding shareholder of phase I, Mr. Cui Weixing pledged all the remaining shares of the target company and 4 Shandong Nanshan Fashion Sci-Tech Co.Ltd(300918) 4 shares of the company held by him at that time to the transferee, Dong Jiangao, the transferor will pledge all the remaining 4358928 shares of the target company held by him at that time to the transferee;
(VI) on March 11, 2022, the founder, Dong Jiangao and the transferor signed the bridge loan agreement (hereinafter referred to as the “bridge loan agreement”) with the transferee. On the premise of meeting the relevant conditions agreed in the agreement, the transferee provided loans of RMB 264 Guangdong Qunxing Toys Joint-Stock Co.Ltd(002575) 670 and RMB 33456219598 to the founder and Dong Jiangao respectively;
(hereinafter referred to as the “option agreement on the sale of shares held by Mr. Cui Weixing (hereinafter referred to as the” option agreement “) and the share capital of the company held by Mr. Cui Weixing on November 2024 (hereinafter referred to as the” option agreement “), Under the conditions agreed in the purchase and sale option agreement, the transferee irrevocably grants Mr. Cui Weixing a sale option to require the transferee to purchase, and Mr. Cui Weixing irrevocably grants the transferee a purchase option to require the transferee to purchase all option shares from Mr. Cui Weixing; (VIII) on March 11, 2022, the transferee signed the business disposal agreement with the founding shareholder and the target company. The founding shareholder needs to divest the target company’s other businesses, assets and liabilities except the company’s shares in accordance with the business disposal agreement.
If this transaction is successfully implemented, from the date of completion of phase I transaction, JD Zhuofeng will acquire the voting rights of 999870% of the shares of the target company and realize its control over the target company by acquiring part of the shares of the target company and accepting the entrustment of Mr. Cui Weixing and Dong Jiangao, Thereby indirectly controlling 664965% of the shares of the company held by the target company; If the actual controller of the company changes, Mr. Cui Weixing will no longer be the actual controller of the company, the target company will still be the controlling shareholder of the company, and JD Zhuofeng controlled by JD group will become the indirect controlling shareholder of the company.
2、 Basic information of transaction parties
(I) information of transferor:
ID card number / total number of shares transferred in the target company total number of shares transferred in one phase of which the voting transferor’s unified social credit number (shares) shareholding proportion (shares) proportion transfer stock right entrusted stock code proportion
Cui Weixing 350203 4099255300 436673% 4099255300 436673% 4.8867% 387805%
Xue Xia hm135 76275500 0.8125% 76275500 0.8125% 0.8125%-
Cui Weigang 370782 411299000 4.3814% 411299000 4.3814% 1.0953% 3.2860%
Xu Enjun 370728 99702300 1.0621% 99702300 1.0621% 0.2655% 0.7966%
Pang Qingxiu 452528 34993200 0.3728% 34993200 0.3728% 0.0932% 0.2796%
Huang Huabo 420923 25089300 0.2673% 25089300 0.2673% 0.0668% 0.2004%
Tang Xianbao 371322 6156000 0.0656% 6156000 0.0656% 0.0164% 0.0492%
Zhang Huanran 340826 3950400 0.0421% 3950400 0.0421% 0.0105% 0.0316%
