Securities code: Cnfc Overseas Fisheries Co.Ltd(000798) securities abbreviation: Cnfc Overseas Fisheries Co.Ltd(000798) Announcement No.: 2022017 Cnfc Overseas Fisheries Co.Ltd(000798)
Concerted action of the actual controller of the company
And announcement of shareholding increase plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips
1. Cnfc Overseas Fisheries Co.Ltd(000798) (hereinafter referred to as “the company”), the actual controller of China Huanong Assets Management Co., Ltd. (hereinafter referred to as “Huanong assets”), increased its shareholding of 3044300 shares of the company through centralized bidding through the trading system of Shanghai Stock Exchange on March 11, 2022, accounting for 0.95% of the total share capital of the company.
2. Within 6 months from the date of this increase, Huanong asset plans to continue to increase its holdings of the company’s shares with its own funds at an appropriate time, and the planned cumulative increase in holdings shall not be less than 1% and not more than 2% of the company’s total share capital (including the shares increased this time).
3. Huanong assets is the wholly-owned subsidiary of China Agricultural Development Group Co., Ltd. (hereinafter referred to as “China Agricultural Development Group”), the third largest shareholder and actual controller of the company. It is the person acting in concert of China Agricultural Development Group. Before this increase, Huanong assets held 4 Xiangyang Boya Precision Industrial Equipments Co.Ltd(300971) 3 shares of the company, accounting for 13.46% of the total share capital of the company.
4. There may be a risk that the share increase plan cannot be completed due to changes in capital market conditions and other factors.
On March 11, 2022, the company received a notice from the concerted action person of the actual controller — Huanong assets. Based on the confidence in the future development of the company and maintaining the stability of the company’s stock price, Huanong assets increased its holdings of 3044300 A shares of the company through centralized bidding through the trading system of Shenzhen Stock Exchange, accounting for 0.95% of the total share capital of the company.
Huanong assets plans to increase its A-share holdings through the trading system of Shenzhen Stock Exchange within six months from March 11, 2022. The cumulative increase is planned to be no less than 1% of the total share capital of the company and no more than 2% of the total share capital of the company (including the increase this time). The relevant information is hereby announced as follows:
1、 Basic information of this increase
1. Increased holding subject: Huanong assets is the third largest shareholder and actual controller of the company, a wholly-owned subsidiary of China Agricultural Development Group, and the person acting in concert of China Agricultural Development Group.
2. Increase time: March 11, 2022.
3. Way of increasing Holdings: centralized bidding.
4. Number and proportion of increased holdings: Huanong assets increased its holdings of 3044300 shares this time, accounting for 0.95% of the total share capital of the company.
5. Increase and decrease of holdings before the announcement: China Agricultural Development Group and its persons acting in concert did not increase the shares of the company or disclose the increase plan within 12 months before the announcement; No reduction of shares in the company within 6 months.
6. Number and proportion of shares held before the increase: before the increase, China Agricultural Development Group and its concerted actors held 189045746 shares of the company, with a total shareholding ratio of 59.18%. Among them, China Agricultural Development Group directly holds 81003133 shares of the company, with a shareholding ratio of 25.36%; China Fisheries Zhoushan Marine Fishery Co., Ltd., a wholly-owned subsidiary of China Agricultural Development Group, holds 65032900 shares, with a shareholding ratio of 20.36%; Huanong assets holds 4 Xiangyang Boya Precision Industrial Equipments Co.Ltd(300971) 3 shares of the company, with a shareholding ratio of 13.46%.
7. Shareholding number and proportion after the completion of the shareholding increase: after the shareholding increase, China Agricultural Development Group and its persons acting in concert held 192090046 shares of the company, with a total shareholding ratio of 60.13%. Among them, China Agricultural Development Group directly holds 81003133 shares of the company, with a shareholding ratio of 25.36%; China Fisheries Zhoushan Marine Fishery Co., Ltd., a wholly-owned subsidiary of China Agricultural Development Group, holds 65032900 shares, with a shareholding ratio of 20.36%; Huanong assets holds 46054013 shares of the company, with a shareholding ratio of 14.41%.
2、 Main contents of the shareholding increase plan
1. Purpose of increasing shares: Based on confidence in Cnfc Overseas Fisheries Co.Ltd(000798) future development and medium and long-term investment value, maintain the stability of the company’s share price.
2. Ways and types of increasing shares: through the trading system of Shenzhen Stock Exchange, increase the company’s unlimited sale and circulation of A-Shares by means of centralized bidding.
3. Number of shares to be increased: the cumulative number of shares increased shall not be less than 1% of the total share capital of the company and not more than 2% of the total share capital of the company (including the number of shares increased this time).
4. Price of shares to be increased: no price range is set in this increase plan, and Huanong assets will choose the opportunity to increase its holdings according to the company’s stock price fluctuation and the overall market trend. 5. Implementation period of the shareholding increase plan: within 6 months from the date of this shareholding increase (March 11, 2022). During the implementation of the share increase plan, if the trading of the company’s shares is suspended, the implementation of the share increase plan shall be postponed and disclosed in time after the resumption of trading.
6. Capital arrangement for the proposed increase of shares: self owned funds of Huanong assets.
7. This increase is not based on the specific identity of the increase subject.
8. Lock up arrangement of increased shares: the lock up period of this increased shares is 6 months after the implementation of the increased shares plan.
3、 Uncertainty risk of the implementation of the shareholding increase plan
There may be a risk that the share increase plan cannot be completed due to changes in capital market conditions and other factors.
4、 Description of other matters
1. This increase complies with the securities law and other laws and regulations, departmental rules and relevant provisions of Shenzhen Stock Exchange. The implementation of this share increase plan will not lead to the company’s equity distribution not meeting the listing conditions, nor will it lead to changes in the company’s controlling shareholders and actual controllers. 2. Huanong asset commitment: it will complete the shareholding increase plan within the above implementation period, and will not reduce its Cnfc Overseas Fisheries Co.Ltd(000798) shares during the implementation period of this shareholding increase, within 6 months after the completion of the shareholding increase and within the period specified by the law, and strictly abide by the company law, securities law and other laws and regulations as well as the relevant provisions of Shenzhen Stock Exchange.
3. In accordance with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, the measures for the administration of the acquisition of listed companies and the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 10 – management of share changes, the company will continue to pay attention to the increase in the company’s shares held by the increase subjects and fulfill the obligation of information disclosure in a timely manner.
5、 Documents for future reference
1. Notification letter of Huanong assets on the increase of Cnfc Overseas Fisheries Co.Ltd(000798) shares
It is hereby announced.
Cnfc Overseas Fisheries Co.Ltd(000798) board of directors March 11, 2022
