Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500)
Short form equity change report
Name of listed company: Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) stock listing place: Shanghai Stock Exchange Stock abbreviation: Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) Stock Code: Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) information disclosure obligor: Tang qiujuan mailing address: No. 799, Renmin East Road, Chicheng street, Tiantai County, Zhejiang Province nature of share change: share reduction (agreement transfer)
Date of signature: March 21, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor shall, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the administrative measures for the acquisition of listed companies (hereinafter referred to as the “acquisition measures”) Standards for the contents and forms of information disclosure by public securities companies No. 15 – Report on changes in equity (hereinafter referred to as “Standards No. 15”) and relevant laws and regulations prepare this report. 2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law and the acquisition measures, this report has fully disclosed the changes in shares in which the information disclosure obligor has an interest in Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) (hereinafter referred to as ” Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) “). As of the date of signing this report, the person who owns the shares has no obligation to increase or decrease the information in the above-mentioned report.
4、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The disclosure obligor declares that 1 interpretation Section 1 Introduction to information disclosure obligors Section 2 purpose of equity change Section III equity change method 6 section IV trading of listed shares in the first six months Section V other major matters Section VI declaration of information disclosure obligor Section 7 documents for future reference thirteen
interpretation
In this report, unless otherwise specified, the following words have the following meanings:
The company, the company and Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) refer to Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500)
Report and this report refer to Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) simplified equity change report
Information disclosure obligor, transferor and Party A refer to Tang qiujuan
Information disclosure obligors and persons acting in concert refer to Tang Youqian, Tang qiujuan, Tang Xiao, Tang Wenming, Tang Jiao, fan Shuzhen and Bao Xiaohua
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
The content and format of information disclosure by public securities companies (Standard No. 15) refers to
Standard No. 15 – Report on changes in equity
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
(I) Tang qiujuan
Gender: Female
Nationality: China, without permanent residency abroad
ID number: 332625
Mailing address: No. 799, Renmin East Road, Chicheng street, Tiantai County, Zhejiang Province
2、 Description of the relationship between the information disclosure obligor and its persons acting in concert
Tang qiujuan is the spouse of Tang Youqian, the controlling shareholder of the company. Tang Xiao, Tang Wenming and Tang Jiao are the eldest, second and daughter of Tang Youqian. Fan Shuzhen is the spouse of Tang Xiao and Bao Xiaohua is the spouse of Tang Wenming. According to the relevant provisions of the acquisition measures, Tang Youqian, Tang qiujuan, Tang Xiao, Tang Wenming, Tang Jiao, fan Shuzhen and Bao Xiaohua are acting in concert.
3、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the information disclosure obligor has no shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section 2 purpose of equity change
1、 Purpose of this equity change
This equity change refers to the reduction of shares of the company by the information disclosure obligor due to its own capital arrangement needs.
2、 Shareholding plan of information disclosure obligor in the next 12 months
As of the signing date of this report, the information disclosure obligor has plans to increase or reduce its interests in Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) in the next 12 months. In case of subsequent changes in relevant interests, the information disclosure obligor will timely perform the information disclosure obligations in strict accordance with the provisions of relevant laws and regulations.
Section III changes in equity
1、 Shareholding
Before this equity change, the information disclosure obligors and persons acting in concert held 160724855 Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) shares, accounting for 654550% of the total share capital of the company. After this equity change, the information disclosure obligor and its persons acting in concert held a total of 124214463 Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) shares, accounting for 505866% of the total share capital of the company.
Shareholding of information disclosure obligor before and after this equity change:
Name of shareholder before and after this equity change
Number of shares (shares) shareholding ratio (%) number of shares (shares) shareholding ratio (%)
Tang Youqian 7439583230297866998394272852
Tang qiujuan 165809596.752648711421.9838
Tang Xiao 215552468.7784161685906.5847
Tang Wenming 215552468.7784161685906.5847
Tang Jiao 215552448.778161685886.5847
Fan Shuzhen 25392941.034119044710.7756
Bao Xiaohua 25430341.035719346880.7879
Total 160724855654550124214463505866
Note: 1. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in this table, it is caused by the rounding of the percentage result.
2. The shares transferred this time are non tradable shares.
3. Ms. fan Shuzhen and Ms. Bao Xiaohua, acting in concert with the information disclosure obligors, reduced their shares of the company through Tiantai Xianghe Investment Center (limited partnership).
2、 Details of this equity change
In March 2022, Tang qiujuan reduced 11709817 shares of the company through agreement transfer, accounting for 4.7688% of the total share capital. After the transfer of the subject shares is completed, the shareholding ratio of the information disclosure obligor and its persons acting in concert is changed from 654550% to 505866%.
3、 Main contents of agreements related to this equity change
The transferor, Ms. Tang qiujuan, and the transferee, Mr. Chen Zhu and Mr. Liu Xinlin, signed two share transfer agreements respectively. The details of share transfer are as follows:
Transferor transferee number of shares transferred (shares) proportion of transferred shares (%) transfer price total transfer price
Tang qiujuan Chen Zhu 69084622.8135 8.505872192700 Liu Xinlin 48013551.9554 8.50408151750
Total 117098174.76899953344450
Other terms of the two agreements are consistent. In the agreement, Party A is the transferor and Party B is the transferee. The specific contents are as follows:
(I) payment
Party B shall pay 10% of the share transfer price to Party A within five working days from the date of signing this agreement, 10% of the share transfer price to Party A within five working days from the date of obtaining the confirmation letter of the exchange on the share transfer, and 80% of the share transfer price to Party A within 30 days after the completion of the transfer registration procedures of the subject share agreement.
(II) share delivery
1. After this agreement takes effect, Party A and Party B shall submit an application for confirmation of the compliance of the subject share transfer to Shanghai Stock Exchange.
2. After the confirmation document of Shanghai Stock Exchange is obtained for this agreement transfer, Party A and Party B apply to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for share transfer registration.
(III) tax bearing
The taxes arising from the transfer of this Agreement shall be borne by the obligatory subjects specified in laws, regulations or normative documents.
(IV) representations, warranties and commitments of Party A
1. Party A has the full right to dispose of the subject shares in accordance with the terms and conditions specified in this agreement, and has obtained the necessary approval or authorization for the disposal of the subject shares. If pledge or other rights restrictions are set on the subject shares, they shall be lifted before the transfer.
2. Party A’s signing of this Agreement and the completion of the transactions under this Agreement shall not violate any agreement or other binding documents entered into between Party A and any third party.
3. Party A shall handle the transfer procedures of the subject shares in accordance with the agreement.
(V) representations, warranties and commitments of Party B
1. Party B guarantees that the funds used to pay the share transfer payment are legal and effective, and its conclusion and performance of this agreement will not violate any applicable laws and regulations, any agreement or other binding documents signed with any third party.
2. Party B will timely and fully pay the share transfer payment to Party A in accordance with the provisions of this agreement.
3. Party B shall handle the transfer procedures of the subject shares in accordance with the agreement.
(VI) arrangements during the transition period
1. The transition period is from the date of signing this agreement to the registration of the transfer of the subject shares. During the transition period, if any party to the agreement has any situation that may have a significant impact on the share transfer, it shall timely notify the other party in writing. The above significant impact includes but is not limited to: litigation, arbitration, specific administrative acts or other legal acts that have a significant impact on the share transfer; Investigations, approvals and instructions of regulatory authorities.
2. During the transition period, Party A shall perform the responsibilities and obligations of shareholders stipulated in Chinese laws and regulations, Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) articles of association and Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) other internal rules and regulations.
(VII) dispute resolution and liability for breach of contract
1. All disputes arising out of or in connection with this Agreement shall be settled amicably through the best efforts of the parties; If no settlement can be reached through negotiation, both parties agree to submit it to Shanghai Arbitration Commission for arbitration in accordance with its then effective arbitration rules.
2. If any party to this agreement fails to perform its obligations or commitments under this agreement, or any statement, statement or guarantee made by any party to this agreement is fraudulent or false, that party constitutes a breach of contract, and the observant party has the right to choose to continue to perform or require the breaching party to compensate for the losses.
(VIII) effectiveness of this Agreement
1. This Agreement shall come into force on the date when it is signed by all parties.
2. Change and cancellation
(1) Both parties can change, terminate this agreement or make supplementary agreement through consultation, but it shall be in writing. Before the change or supplementary agreement takes effect, it shall still be implemented in accordance with this agreement.
(2) Unless otherwise agreed in this agreement, if this agreement cannot be performed or is no longer necessary due to the breach of contract by either party, the observant party has the right to terminate this Agreement and require the breaching party to compensate.
