Securities code: Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) securities abbreviation: Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) Announcement No.: 2022008 Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500)
Suggestive announcement on the signing of share transfer agreement and equity change by controlling shareholders and actual controllers
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:
This equity change is that Mr. Tang Youqian, the controlling shareholder and actual controller of Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) (hereinafter referred to as “the company” or ” Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) “), Ms. Tang qiujuan, Mr. Tang Xiao, Mr. Tang Wenming and Ms. Tang Jiao, the shareholders holding more than 5%, and Tiantai Xianghe Investment Center (limited partnership), the shareholder holding less than 5%, transfer the shares of the company through agreement transfer, without touching the tender offer.
This equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
The number of shares transferred under this agreement accounts for 150218% of the total share capital of the company. If this transaction is finally completed, the transferee will become the shareholder holding more than 5% of the company.
This transaction still needs to pass the compliance review of Shanghai Stock Exchange and go through the share transfer registration formalities in Shanghai Branch of China Securities Depository and Clearing Corporation. There is still uncertainty about whether the matter can be completed and the final implementation result. Please pay attention to the investment risk.
1、 Basic information of this equity change
Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) (hereinafter referred to as “the company” or ” Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) “) received a notice on March 21, 2022. Mr. Tang Youqian, the controlling shareholder and actual controller of the company, Ms. Tang qiujuan, Mr. Tang Xiao, Mr. Tang Wenming and Ms. Tang Jiao, the shareholders holding more than 5%, Tiantai Xianghe Investment Center (limited partnership), Mr. Chen Zhu, Mr. Wang Xiangyu Mr. Liu Xinlin signed the share transfer agreement respectively. Mr. Tang Youqian, Ms. Tang qiujuan, Mr. Tang Xiao, Mr. Tang Wenming, Ms. Tang Jiao and Tiantai Xianghe Investment Center (limited partnership) transferred 7397438 Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) shares, 11709817 shares, 5386656 shares, 5386656 shares, 5386656 shares, 1618514 shares of unlimited circulation and all derived interests to Mr. Chen Zhu, Mr. Wang Xiangyu and Mr. Liu Xinlin respectively at a transfer price of 8.50 yuan / share. After the transfer of this agreement, Mr. Tang Youqian, Ms. Tang qiujuan, Mr. Tang Xiao, Mr. Tang Wenming, Ms. Tang Jiao and Tiantai Xianghe Investment Center (limited partnership) hold 66998394 shares, 4871142 shares, 16168590 shares, 16168590 shares, 16168588 shares and 6659173 shares respectively. Mr. Chen Zhu will hold 12295118 shares of the company, accounting for 5.0072% of the total share capital of the company. Mr. Wang Xiangyu will hold 12295118 shares of the company, accounting for 5.0072% of the total share capital of the company. Mr. Liu Xinlin will hold 12295501 shares of the company, accounting for 5.0074% of the total share capital of the company. This equity change will not lead to changes in the controlling shareholders and actual controllers of the company. The changes in the interests of the information disclosure obligors and their persons acting in concert and Mr. Chen Zhu, Mr. Wang Xiangyu and Mr. Liu Xinlin are as follows:
Before and after this equity change
Name of shareholder
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 215552448.7784161685886.5847
Tiantai Xianghe investment center 82776873.371166591732.7120
(limited partnership)
Chen Zhu 0. Csg Holding Co.Ltd(000012) 2951185.0072
Wang Xiangyu 0. Csg Holding Co.Ltd(000012) 2951185.0072
Liu Xinlin 0. Csg Holding Co.Ltd(000012) 2955015.0074
Note: 1. All the shares transferred this time are non tradable shares.
2. Ms. fan Shuzhen and Ms. Bao Xiaohua, who acted in concert with the controlling shareholder and actual controller Mr. Tang Youqian, respectively reduced 634823 shares and 608346 shares of the company through Tiantai Xianghe Investment Center (limited partnership), with a total of 1243169 shares.
2、 Basic information of both parties
(I) basic information of Transferor
1. Basic information of Tang Youqian
Name: Tang Youqian
ID number: 332625
Mailing address: No. 799, Renmin East Road, Chicheng street, Tiantai County, Zhejiang Province
As of the disclosure date of this announcement, Mr. Tang Youqian holds 74395832 shares of the company, accounting for 30.30% of the total share capital of the company. He is the controlling shareholder and actual controller of the company.
2. Basic information of Tang qiujuan
Name: Tang qiujuan
ID number: 332625
Mailing address: No. 799, Renmin East Road, Chicheng street, Tiantai County, Zhejiang Province
As of the disclosure date of this announcement, Ms. Tang qiujuan holds 16580959 shares of the company, accounting for 6.75% of the total share capital of the company.
3. Basic information of Tang Xiao
Name: Tang Xiao
ID number: 332625
Mailing address: No. 799, Renmin East Road, Chicheng street, Tiantai County, Zhejiang Province
As of the disclosure date of this announcement, Mr. Tang Xiao holds 21555246 shares of the company, accounting for 8.78% of the total share capital of the company. He is a director and general manager of the company.
4. Basic information of Tang Wenming
Name: Tang Wenming
ID number: 332625
Mailing address: No. 799, Renmin East Road, Chicheng street, Tiantai County, Zhejiang Province
As of the disclosure date of this announcement, Mr. Tang Wenming holds 21555246 shares of the company, accounting for 8.78% of the total share capital of the company. He is a director and executive deputy general manager of the company.
5. Basic information of Tang Jiao
Name: Tang Jiao
ID number: 332625
Mailing address: No. 799, Renmin East Road, Chicheng street, Tiantai County, Zhejiang Province
As of the disclosure date of this announcement, Ms. Tang Jiao holds 21555244 shares of the company, accounting for 8.78% of the total share capital of the company. She is the vice chairman and deputy general manager of the company.
6. Basic information of Tiantai Xianghe Investment Center (limited partnership)
Company name: Tiantai Xianghe Investment Center (limited partnership)
Unified social credit Code: 91331023350108724r
Executive partner: Bao Xiaohua
Main business premises: No. 799, Renmin East Road, Chicheng street, Tiantai County, Zhejiang Province
(II) basic information of the transferee
1. Basic information of Chen Zhu
Name: Chen Zhu
ID number: 350322
Mailing address: Pudong New Area, Shanghai
2. Basic information of Wang Xiangyu
Name: Wang Xiangyu
ID number: 370724
Mailing address: Linqu County, Shandong Province
3. Basic information of Liu Xinlin
Name: Liu Xinlin
ID number: 332527
Address: Xihu District, Hangzhou
3、 Main contents of agreements related to this equity change
The transferor, Mr. Tang Youqian, Ms. Tang qiujuan, Mr. Tang Xiao, Mr. Tang Wenming, Ms. Tang Jiao and Tiantai Xianghe Investment Center (limited partnership), signed three share transfer agreements with the transferee, Mr. Chen Zhu, Mr. Wang Xiangyu and Mr. Liu Xinlin respectively. The details of share transfer are as follows:
Transferee transferor number of transferred shares (shares) transfer price of transferred shares total transfer price
Proportion (%)
Tang qiujuan 69084622.8135 8.505872192700
Chen Zhu Tang Xiao 53866562.1937 8.504578657600
Total 122951185.007210450850300
Tang Youqian 69084622.8135 8.505872192700
Wang Xiangyu, Tang Wenming 53866562.1937 8.504578657600
Total 122951185.007210450850300
Tang Youqian 4889760.1991 8.504156296
Tang qiujuan 48013551.9554 8.50408151750
Liu Xinlin, Tang Jiao 53866562.1937 8.504578657600
Tiantai Xianghe investment center 16185140.6591 8.501375736900 (limited partnership)
Total 122955015.007410451175850
Other terms of the three 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 may
