Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500)
Short form equity change report
(revision a)
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: Chen Zhu mailing address: No. 15, Lane 55, Changyi Road, Pudong New Area, Shanghai nature of share change: share increase (transfer by agreement)
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”) This report is prepared in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity (hereinafter referred to as “standard 15”) and relevant laws and regulations. 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 signing date of this report, except for the information disclosed in this report, the above information disclosure obligor has not increased or reduced its shares in Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) .
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 catalog 2 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 13 attached table: short form equity change report fourteen
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)
Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) simplified rights report and this report refer to
Profit and loss change report (revision a)
Information disclosure obligor, transferee and Party B refer to Chen Zhu
Transferor and Party A refer to Tang qiujuan and Tang Xiao
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Company Law refers to the 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 qualification of information disclosure by companies that offer securities to the public (No. 15 of the standards) refers to
Standard No. 15 – Report on changes in equity
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
1、 Basic information of information disclosure obligor
Name: Chen Zhu
Gender: Male
Nationality: China, without permanent residency abroad
ID number: 350322
Mailing address: No. 15, Lane 55, Changyi Road, Pudong New Area, Shanghai
2、 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 reporting date, the shares of the listed company have reached 5% or the issuer has no obligation to disclose the information.
Section 2 purpose of equity change
1、 Purpose of this equity change
This equity change is that the information disclosure obligor recognizes the investment value of the company, is optimistic about the development prospect of the company and is full of confidence in the future of the company.
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 no plan to increase or reduce its equity shares 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 obligor did not hold shares of the listed company. After this equity change, the information disclosure obligor holds 12295118 Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) shares, accounting for 5.0072% of the total share capital of the company. The shareholding of the information disclosure obligor before and after this equity change is shown in the following table:
Before and after the current equity change of shareholders
Name number of shares (shares) shareholding ratio (%) number of shares (shares) shareholding ratio (%)
Chen Zhu 0. Csg Holding Co.Ltd(000012) 2951185.0072
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.
2、 Specific changes in equity
In March 2022, the information disclosure obligor signed the share transfer agreement with Tang qiujuan and Tang Xiao, and increased 12295118 shares of the company with its own funds by means of agreement transfer, accounting for 5.0072% of the total share capital. After the transfer of the subject shares is completed, the shareholding ratio of the information disclosure obligor is changed from 0% to 5.0072%.
3、 Main contents of agreements related to this equity change
Party A: transferor
Party A 1: Tang qiujuan
Party A 2: Tang Xiao
Party B: transferee
Party B: Chen Zhu
Party A 1 intends to transfer its Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) [6908462] shares of non tradable shares and all derived interests to Party B according to the terms and conditions agreed in this agreement, accounting for [2.8135]% of the total share capital of the listed company. Party A 2 intends to transfer its Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) [5386656] shares of non tradable shares and all derived interests to Party B according to the terms and conditions agreed in this agreement, Accounting for [2.1937]% of the total share capital of the listed company, Party A 1 and Party A 2 jointly transfer Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) [12295118] non tradable shares and all derived interests held by them to Party B, accounting for [5.0072]% of the total share capital of the listed company (hereinafter referred to as “target shares”), and Party B intends to transfer the target shares in accordance with the terms and conditions agreed in this agreement.
(I) transfer object and payment
1. Party A 1 transfers its [6908462] shares of the listed company and its subsidiary rights to Party B; The transfer price is RMB [8.50] per share, and the total transfer price is RMB (in words) [fifty-eight million seven hundred and twenty-one thousand nine hundred and twenty-seven] (RMB [5872192700]).
2. Party A 2 transfers its [5386656] shares of the listed company and its subsidiary rights to Party B; The transfer price is RMB [8.50] per share, and the total transfer price is RMB (in words) [forty-five million seven hundred and eighty-six thousand five hundred and seventy-six] (RMB [4578657600]).
3. 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. Any dispute arising out of or in connection with this Agreement shall be settled through friendly negotiation with 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 the 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.
(3) The waiver of any rights under this agreement by both parties shall be effective only if it is made in writing. The failure or delay of both parties in exercising their rights under this Agreement shall not be deemed as a waiver of such rights; Any single or partial exercise of a right shall not be deemed as a waiver of other rights or all rights of the right.
3. Without the written consent of the other party, neither party shall transfer any rights, interests or obligations under this agreement, nor create other rights.
(IX) confidentiality obligation
In accordance with the provisions of laws, administrative regulations, the trading rules of Shanghai Stock Exchange and the relevant provisions of the corporate governance system of listed companies, any matter affecting the share price of listed companies shall be regarded as insider information. Both Party A and Party B or the personnel who know such information due to the necessity of this transaction shall be regarded as insiders, and shall abide by the relevant provisions on the confidentiality of insider information and eliminate illegal acts such as using insider information to buy and sell stocks of listed companies. Otherwise, the breaching party shall bear all legal consequences arising therefrom and all economic losses caused to the observant party.
4、 Other information about the share transfer agreement
The transfer of shares under this agreement can only be handled in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the compliance confirmation of Shanghai Stock Exchange. At present, the relevant parties are preparing to perform the relevant approval procedures. There is some uncertainty whether this equity change can be approved by the relevant departments. Please pay attention to the relevant risks.
5、 Restrictions on the rights of shares involved in this equity change
