Securities code: 002713 securities abbreviation: Dong Yi Ri Sheng Home Decoration Group Co.Ltd(002713) Announcement No.: 2022-001 Dong Yi Ri Sheng Home Decoration Group Co.Ltd(002713)
About the share transfer agreement signed by the controlling shareholder
And suggestive announcement of changes in equity
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Beijing Dongyi Tianzheng Investment Co., Ltd. (hereinafter referred to as “Dongyi Tianzheng”) is the controlling shareholder of Dong Yi Ri Sheng Home Decoration Group Co.Ltd(002713) (hereinafter referred to as “the company” or ” Dong Yi Ri Sheng Home Decoration Group Co.Ltd(002713) “), Dongyitianzheng signed the share transfer agreement with Shanghai Jiupeng Asset Management Center (limited partnership) (on behalf of “Jiupeng Dapeng selection No. 20 private securities investment fund”) (hereinafter referred to as “Jiupeng fund”) on January 4, 2022, It is proposed to transfer its 25150000 shares of the company (non tradable shares, accounting for 5.99% of the total share capital of the company) to Jiupeng fund by agreement.
2. This share transfer does not involve the change of the controlling shareholder and actual controller of the company. The controlling shareholder of the company is Dongyi Tianzheng and the actual controller is Mr. Chen Hui.
3. Before the share transfer, dongyitian was holding 227014583 shares of the company, accounting for 54.11% of the total share capital of the company. After the share transfer, Dongyi Tianzheng holds 201864583 shares of the company, accounting for 48.12% of the total share capital of the company. Through Shanxi Securities Co.Ltd(002500) (hereinafter referred to as ” Shanxi Securities Co.Ltd(002500) “), Dongyi Tianzheng enjoys 2% of the voting rights of the company and 50.12% of the voting rights of the listed company. 4. The share transfer agreement has been signed and entered into force. At the actual delivery, Shenzhen Stock Exchange (hereinafter referred to as “SZSE”) will confirm the compliance of this agreement transfer; All parties shall perform relevant obligations in strict accordance with the agreement. There is still uncertainty whether the transfer of this agreement can be finally completed. Please pay attention to the investment risks.
1、 Basic information of this equity change
The company received the notice from the controlling shareholder Dongyi Tianzheng that Dongyi Tianzheng signed the share transfer agreement with Jiupeng fund on January 4, 2022 and intends to transfer its 25150000 shares of the company (non tradable shares, accounting for 5.99% of the total share capital of the company) to Jiupeng fund.
Before and after this equity change, the changes of relevant shareholders’ shares are shown in the following table:
Sequence before the current equity change and after the current equity change
Number name
Number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
1 Beijing Dongyi Tianzheng Investment Co., Ltd. 22701458354.11% 20186458348.12% company
Shanghai Jiupeng asset management center
2 (limited partnership) – Jiupeng Dapeng 00.00% 251500005.99% selected No. 20 private securities investment
fund
Total 22701458354.11%
After this equity change, Dongyi Tianzheng holds 201864583 shares of the listed company, all of which are non tradable shares, accounting for 48.12% of the total share capital of the listed company from 54.11%; Since Dongyi Tianzheng and Shanxi Securities Co.Ltd(002500) conducted an agreed repurchase securities transaction on July 22, 2021, the subject shares were 8.39 million shares (accounting for 2% of the total share capital of the company) for a period of 365 days. Both parties agreed that during the period of repurchase, the rights of shareholders or holders corresponding to the subject shares to attend the general meeting of shareholders, submit proposals and resolutions of the company shall be exercised by Shanxi Securities Co.Ltd(002500) in accordance with the written opinions of Dongyi Tianzheng, Moreover, the relevant rights and interests arising from the trading shares (including cash dividends, exchange of creditor’s rights and interests, share distribution, conversion of shares, allotment of shares and placement of bonds, etc.) belong to Dongyi Tianzheng. Therefore, Dongyi Tianzheng actually enjoys 50.12% of the voting rights of the listed company and remains the controlling shareholder of the listed company.
2、 Basic information of information disclosure obligor
(i) Information of Transferor
1. Name: Beijing Dongyi Tianzheng Investment Co., Ltd
2. Registered address: No.18, Guangju street, Changgou Town, Fangshan District, Beijing
3. Legal representative: Chen Hui
4. Registered capital: RMB 10 million
5. Unified social credit Code: 91110111797576022m
6. Enterprise type: other limited liability companies
7. Business scope: investment management; Asset management; Economic information consultation.
8. Operating period: December 30, 2006 to December 29, 2026
9. Major shareholders: Mr. Chen Hui holds 68.24% equity of Dongyi Tianzheng, and Ms. Yang Jin holds 31.76% equity of Dongyi Tianzheng.
（2） Transferee information
“Private equity investment fund”)
2. Registered address: room 563, No. 1512, Fengxi Road, Beixing village, Changxing Town, Chongming District, Shanghai (Shanghai Taihe Economic Development Zone)
3. Executive partner: Guo Pengfei
4. Capital contribution: 15 million yuan
5. Unified social credit Code: 91310230ma1jx6j2xa
6. Enterprise type: limited partnership
7. Business scope: asset management, investment management. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
8. Operating period: February 17, 2016 to February 16, 2036
9. Partners and subscribed capital contributions: Guo Pengfei subscribed 8.28 million yuan, accounting for 55.2%; Fang Rijiu subscribed 5.97 million yuan, accounting for 39.8%; Chen Yong subscribed 750000 yuan, accounting for 5%.
3、 Main contents of share transfer agreement
(i) Parties to the assignment
Transferor of shares: Beijing Dongyi Tianzheng Investment Co., Ltd
Transferee of shares: Shanghai Jiupeng Asset Management Center (limited partnership) (on behalf of “Jiupeng Dapeng selection No. 20 private securities investment fund”)
（2） Number and proportion of transferred shares
The transferor intends to transfer 25150000 Dong Yi Ri Sheng Home Decoration Group Co.Ltd(002713) shares held by it to the transferee (accounting for about 5.99% of the total share capital of Dong Yi Ri Sheng Home Decoration Group Co.Ltd(002713) )
（3） Share transfer and payment
1. Share transfer payment
The total transfer price of this share transfer is RMB 139582500 (in words: RMB one hundred and thirty-nine million five hundred and eighty-two thousand and five hundred only), and the transfer unit price per share is RMB 5.55.
2. Share transfer, delivery and payment
Within 10 working days after the effectiveness of this agreement, both parties shall submit compliance confirmation application documents on this share transfer to Shenzhen Stock Exchange; Within the validity period of the compliance confirmation opinion issued by Shenzhen Stock Exchange on this share transfer, both parties shall jointly handle the transfer registration procedures of the subject shares in China Securities Depository and Clearing Co., Ltd., and register the subject shares in the name of the transferee at one time.
Within 90 working days from the date of completing the transfer registration of the subject shares, the transferee may pay the total transfer price of this share transfer to the transferor for no more than 3 times in total.
If the transferee fails to pay the share transfer price to the transferor at the time agreed in the agreement, it shall pay liquidated damages at 0.05% of the unpaid share transfer price payable in the current period.
（4） Tax bearing
The expenses required for handling the confirmation procedures of Shenzhen Stock Exchange and the transfer procedures of China Securities Depository and Clearing Co., Ltd. in this share transfer shall be borne by both parties in accordance with the provisions of relevant laws and regulations; In the absence of relevant provisions, the party causing such expenses shall bear them.
（5） Entry into force and termination
1. Effectiveness of the agreement
This Agreement shall come into force after being signed and sealed by the legal representatives or authorized representatives of both parties.
2. Termination of agreement
This agreement can be terminated with the written consent of both parties under the following circumstances:
(1) If the relevant securities regulatory authority or government competent authority issues an order, ruling or takes any other action to restrict, prevent or otherwise refuse to confirm or prohibit the share transfer;
(2) From the signing of this agreement to the completion of the transfer registration procedures of the transferred shares, there are new provisions or changes in the applicable laws and regulations, and both parties cannot reach an agreement on the amendment of this agreement according to the contents of the new laws and regulations.
(3) Unless (1) and (2) above occur, neither party can unilaterally terminate this agreement after signing this agreement.
4、 Impact of this equity transfer
This equity change is mainly due to the needs of the controlling shareholders’ own operation and development, which will not lead to the change of the controlling right of the listed company, affect the independence of the listed company in terms of personnel, assets, finance, business and institutions, or damage the interests of the listed company and other shareholders.
5、 Other instructions
1. Before the share transfer, dongyitian was holding 227014583 shares of the company, accounting for 54.11% of the total share capital of the company. After the share transfer, Dongyi Tianzheng holds 201864583 shares of the company, accounting for 48.12% of the total share capital of the company; Due to the agreed repurchase securities transaction between Dongyi Tianzheng and Shanxi Securities Co.Ltd(002500) , the subject shares are 8.39 million shares (accounting for 2% of the total share capital of the company). Both parties agree that during the period of repurchase, the rights of shareholders or holders corresponding to the subject shares to attend the general meeting of shareholders, submit proposals and vote shall be exercised by Shanxi Securities Co.Ltd(002500) in accordance with the written opinions of Dongyi Tianzheng, In addition, the relevant rights and interests arising from the trading shares (including cash dividends, creditor’s rights interest conversion, share distribution, conversion of shares, allotment of shares and allotment of bonds, etc.) belong to Dongyi Tianzheng. To sum up, Dongyi Tianzheng actually enjoys 50.12% of the voting rights of the listed company and remains the controlling shareholder of the listed company. This share transfer does not involve the change of the controlling shareholder and actual controller of the company.
2. The above changes in shareholders’ equity involve the equity change report of the information disclosure obligor, which is published on cninfo.com on the same day Short form equity change report on.
3. The share transfer agreement has been signed and entered into force. At the actual delivery, Shenzhen Stock Exchange will confirm the compliance of this agreement transfer; All parties shall perform relevant obligations in strict accordance with the agreement. There is still uncertainty whether the transfer of this agreement can be finally completed. Please pay attention to the investment risks.
6、 Documents for future reference
1. The share transfer agreement signed by Dongyi Tianzheng and Jiupeng fund;
2. Simplified equity change report (I);
3. Simplified equity change report (II);
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Dong Yi Ri Sheng Home Decoration Group Co.Ltd(002713)
Board of directors
January 6, 2002
