Securities code: Modern Avenue Group Co.Ltd(002656) securities abbreviation: St modern Announcement No.: 2022017 Modern Avenue Group Co.Ltd(002656)
About the remaining restricted shares of phase I ESOP
Suggestive announcement of lifting the sales restriction
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.
Special tips:
1. The number of restricted shares lifted this time is 9828510 shares, accounting for 1.3794% of the total share capital of the company; 2. The listing and circulation date of the restricted shares is Friday, March 18, 2022.
1、 Issuance of restricted shares and share capital of the company this time
(I) issuance of restricted shares this time
Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as "the company") deliberated and adopted the proposal on the company's non-public offering of shares at the fourth meeting of the third board of directors held on June 8, 2015 and the second extraordinary general meeting of shareholders held on June 24, 2015 Proposal on the first phase of the company's employee stock ownership plan (Draft) (the way to subscribe for non-public shares) and its summary, proposal on the signing of conditional and effective share subscription agreement between the company and the issuing object, etc. On November 20, 2015, the company held the 7th Meeting of the 3rd board of directors, deliberated and approved the proposal on adjusting the company's non-public offering plan, the proposal on Revising the company's non-public offering plan, the proposal on Revising the company's phase I employee holding plan (Draft) (way of subscribing for non-public offering shares) and its summary Proposal on signing supplementary agreement of conditional effective share subscription agreement between the company and the issuing object, etc. The first phase of the company's employee stock ownership plan (hereinafter referred to as the "Employee Stock Ownership Plan") entrusts Shanghai Haitong Securities Company Limited(600837) Asset Management Co., Ltd. to establish Haitong asset management - No. 1 kanudi road directional asset management plan (hereinafter referred to as the "asset management plan") and subscribe for the shares of the company's non-public Development Bank in 2015 (hereinafter referred to as the "non-public offering"). The total capital of the employee stock ownership plan does not exceed 118.95 million yuan, and the subscription of the employee stock ownership plan is not public
The share price of the development bank is 15.25 yuan / share, and the number of shares to be subscribed shall not exceed 7.8 million. On May 16, 2016, the 2015 annual general meeting of shareholders of the company deliberated and approved the proposal on the company's 2015 profit distribution and plan for converting capital reserve into share capital. In May 28, 2016, according to the terms of the non-public offering programme, the company disclosed the announcement on adjusting the issuing price and issuing quantity of non-public development banks after the implementation of the profit distribution plan for 2015 (announcement number: 2016037), adjusting the number of non-public offering and the issuing price. The issue price of the non-public offering was adjusted from 15.25 yuan / share to 9.47 yuan / share.
In July 2016, the ESOP completed the establishment of the asset management plan, and the subscription of corresponding shares was terminated because the six employees who had participated in the ESOP had resigned from the company and no longer participated in the ESOP. The ESOP invested 10430988137 yuan on July 19, 2016 and subscribed 11014771 non-public shares of the company at 9.47 yuan / share, Accounting for 2.69% of the total share capital of the company after issuance. The shares were listed on August 2, 2016.
(II) share capital
On May 18, 2018, the company held the 2017 annual general meeting of shareholders and approved the 2017 equity distribution plan: Based on the total share capital of 445324903 shares as of December 31, 2017, the capital reserve was used to increase 6 shares for every 10 shares to all shareholders registered on the equity registration date, with a total of 2671941 shares, After the conversion, the total share capital of the company increased to 712519844 shares; At the same time, based on the total share capital of 445324903 shares of the company as of December 31, 2017, a cash dividend of RMB 0.15 (tax included) was distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 667987355 (tax included).
On May 31, 2018, the 2017 equity distribution plan of the company was implemented, and the number of shares held by " Modern Avenue Group Co.Ltd(002656) - phase I Employee Stock Ownership Plan" was adjusted to 17623633 shares accordingly.
On July 15, 2020, 3555635 shares in the employee stock ownership plan were released from the restriction on sale and circulated for listing, accounting for 0.4990% of the total share capital of the company.
On August 9, 2021, 4239488 shares in the employee stock ownership plan were released from the restriction on sale and circulated for listing, accounting for 0.5950% of the total share capital of the company.
As of March 15, 2022, the total share capital of the company is 712519844 shares, of which 116212842 shares are tradable shares with limited sales conditions and 596307002 shares are tradable shares with unlimited sales conditions.
2、 Application for lifting the restrictions on the sale of restricted shares
(I) the lock-in period of the shares subscribed by the employee stock ownership plan is 36 months from the listing date of the non-public offering of new shares on August 2, 2016.
(II) as of the disclosure date of this announcement, all shareholders applying for the lifting of restricted shares have strictly fulfilled the above arrangements and have not violated the above restricted arrangements.
(III) in the employee stock ownership plan, 3478352 shares held by Chen Madi, 3478352 shares held by Zhang QinYong and 2871805 shares held by Lai Xiaoyan, a total of 9828510 shares (the difference from the total number of shares held by the above three persons is caused by rounding) have been involved in illegal insurance matters. The specific matters are as follows: the actual controller provided guarantees for the transferee Chen Madi, Lai Xiaoyan and Zhang QinYong on the transfer of shares held by Lin Fengguo beyond his authority without the deliberation and approval of the board of directors and the general meeting of shareholders of the company, which is an illegal guarantee. On March 2, 2022, Lin Fengguo issued the exemption letter on supplementary joint and several liability to the listed company, voluntarily agreeing to exempt modern group from supplementary joint and several liability in the case of equity transfer dispute between modern group and the Executees Lai Xiaoyan, Zhang QinYong and Chen Madi respectively. The exemption letter takes effect immediately. Therefore, none of the shareholders applying for the lifting of restricted shares has occupied the company's funds for non-profit purposes, and the company has no illegal guarantee for the shareholders applying for the lifting of restricted shares (the company's phase I employee stock ownership plan).
3、 The listing and circulation arrangement of restricted shares
(I) the listing and circulation date of the restricted shares is March 18, 2022.
(II) the number of restricted shares lifted this time is 9828510 shares, accounting for 1.3794% of the total share capital of the company. (III) one shareholder applied for lifting the restrictions on sales this time.
(IV) the details of the lifting of restricted shares and listing and circulation are as follows:
Unit: shares
This time can be listed this time can be listed
The number of shares whose restricted share capital has been lifted for the first time accounts for the number of circulating shares and the remaining restricted shares
No. full name of shareholders total number of shares (shares) number of shares sold (shares) number of total shares of listed companies without listed companies
Proportion of restricted tradable share capital
Proportion of
Modern Avenue fashion
1 Group Co., Ltd. 982851098285101.6482% 1.3794% 0
Company - phase I
Employee stock ownership plan
Total 982851098285101.6482% 1.3794% 0
Note: the non tradable shares and total share capital used in this form are the data as of March 15, 2022
The total share capital of the company was 712519844 shares, of which 116212842 were tradable shares with limited sales conditions, and the number of tradable shares with unlimited sales conditions
The number of outstanding shares is 596307002.
4、 Based on the shares as of March 15, 2022, the share capital settlement before and after the lifting of the restricted shares
Structural change table
Unit: shares
Before this change, increase or decrease of this change (+, -) after this change
Quantity proportion issuance of share bonus accumulation fund other subtotal quantity proportion conversion of new shares into shares
1、 Limited sales terms 11621284216.31% 0 - 9828510 - 982851010638433214.93% shares
0.00% 0.00% of executive lock-in shares
After the IPO, the sale of 11621284216.31% 0 -9828510 -982851010638433214.93% shares was restricted
2、 Unlimited sales note 59630700283.69% 09828510982851060613551285.07% shares
3、 Total shares 712519844100.00% 0712519844100.00%
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution Hengtai Changcai Securities Co., Ltd. (hereinafter referred to as "Hengtai Changcai") is on the public
The company issued verification opinions on the listing and circulation of restricted shares held by some holders of restricted shares in this non-public offering
As follows:
(I) the lifting of the restrictions on the sale and listing of the remaining restricted shares in the employee stock ownership plan meets the requirements of relevant laws, regulations and normative documents such as the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange;
(II) the holders of shares whose sales restrictions are lifted this time have fulfilled the commitments made when the shares are not publicly issued and listed;
(III) as of the date of issuance of this verification opinion, the information disclosure of modern Avenue on the circulation and listing of restricted shares is true, accurate and complete.
In conclusion, Hengtai Changcai has no objection to the listing and circulation of restricted shares held by some holders of restricted shares in the non-public offering of modern Avenue.
6、 Documents for future reference
1. Application for listing and circulation of restricted shares;
2. Application form for listing and circulation of restricted shares;
3. List of share capital structure and list of restricted shares;
4. Verification opinions of Hengtai Changcai Securities Co., Ltd. on lifting the ban on the listing and circulation of some restricted shares of Modern Avenue Group Co.Ltd(002656) non-public Development Bank shares.
It is hereby announced.
Modern Avenue Group Co.Ltd(002656) board of directors March 17, 2022
