Securities code: Jiangsu Tianmu Lake Tourism Co.Ltd(603136) securities abbreviation: Jiangsu Tianmu Lake Tourism Co.Ltd(603136) Announcement No.: 2022011 Jiangsu Tianmu Lake Tourism Co.Ltd(603136)
Suggestive announcement on changes in controlling shareholders’ equity
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:
Jiangsu Tianmu Lake Tourism Co.Ltd(603136) (hereinafter referred to as “the company”, “listed company” or “the company”) controlling shareholder Meng Guangcai (hereinafter referred to as “the transferor”) intends to transfer 16226000 shares (accounting for 8.71% of the total share capital of the company) to Liyang urban construction and Development Group Co., Ltd. (hereinafter referred to as “Liyang Chengfa” or “the Transferee”). This change in shareholders’ equity did not lead to changes in the controlling shareholder and actual controller of the company. This share transfer does not involve tender offer. Before this equity change, Mr. Meng Guangcai held 64904200 shares, accounting for 34.84%; After the equity change, Mr. Meng Guangcai held 48678200 shares, accounting for 26.13%. Mr. Meng Guangcai is still the controlling shareholder and actual controller of the listed company.
This share transfer requires the compliance confirmation of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) before going through the registration procedures of agreement transfer and transfer in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng company”).
Since there are still uncertainties about whether the transferor and the transferor can strictly perform their respective obligations according to the agreement and whether the transaction can be finally completed, please pay attention to the investment risks.
1、 Basic information of this share transfer
1. The company received the notice from the controlling shareholder Mr. Meng Guangcai that on March 27, 2022, Mr. Meng Guangcai signed the share transfer agreement with Liyang Chengfa and planned to transfer 16226000 shares (accounting for 8.71% of the current total share capital of the company) held by him to Liyang Chengfa at a transfer price of 324195480 yuan and 19.98 yuan / share.
2. After the completion of this agreement transfer (referring to the transfer of all shares transferred under this agreement in zhongdeng company and the payment of the agreement transfer price), the shares of the company held by Mr. Meng Guangcai will be reduced from 64904200 shares to 48678200 shares (the proportion in the total share capital of the company will be reduced from 34.84% to 26.13%), The shares of the company held by Liyang Chengfa will increase from 21634700 to 37860700 (the proportion in the total share capital of the company will increase from 11.61% to 20.32%). This share transfer does not involve the change of the controlling shareholder and actual controller of the company. This share transfer does not involve tender offer. Before this equity change, Mr. Meng Guangcai held 64904200 shares, accounting for 34.84%; After the equity change, Mr. Meng Guangcai held 48678200 shares, accounting for 26.13%. Mr. Meng Guangcai is still the controlling shareholder and actual controller of the listed company.
2、 Basic information of information disclosure obligor
(I) basic information of Transferor
Transferor: Mr. Meng Guangcai
Chairman of a listed company, born in 1965, Chinese nationality, without permanent residency abroad.
(II) basic information of the transferee
1. Basic information
Company name: Liyang City Construction and Development Group Co., Ltd
Type: limited liability company (solely state-owned)
Address: Building 6, No. 58, Guxian South Road, Guxian street, Liyang City
Operating period: August 11, 2003 to August 10, 2033
Legal representative: Chen Jinwei
Registered capital: RMB 1362996700
Unified social credit Code: 91320400752727755b
Business scope: real estate development and operation (affordable housing, demolition and resettlement housing, low rent housing construction); Urban municipal construction, house demolition and other relevant state-owned assets authorized by the government. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure
Liyang Chengfa shareholder: Liyang Municipal People’s government holds 100.00%
3、 Main contents of the share transfer agreement (signed by the transferee Liyang Chengfa and the transferor Meng Guangcai)
1. Signatories
Party A (transferor): Meng Guangcai
Party B (transferee): Liyang urban construction and Development Group Co., Ltd
2. Subject shares and deposit of this share transfer
(1) Party A transfers 16226000 shares of the listed company (hereinafter referred to as “target shares”) held by Party A to Party B, accounting for 8.71% of the total shares of the listed company.
During the period from the date of signing this agreement to the date of completion of the transfer of the underlying shares, if the listed company has ex right matters such as share distribution, conversion of capital reserve into share capital, allotment of shares, the number of the underlying shares transferred and the transfer price per share shall be adjusted accordingly in accordance with the ex right rules of Shanghai Stock Exchange.
(2) Within three working days after Party A signs this agreement, Party B shall take charge of the bank account of RMB 60000 in total, and Party B shall take charge of the bank account designated by Party A.
3. Price, payment and delivery arrangement of share transfer
All parties agree that the transfer price of the subject shares is 19.98 yuan per share, and the transfer price of the subject shares payable by Party B to Party A is 324195480 yuan (in words: three hundred and twenty-four million one hundred and ninety-five thousand four hundred and eighty yuan only). The payment arrangement of share transfer price is as follows:
Party B shall pay 80% (including the deposit) of the subject share transfer price to the joint management account in cash within 3 working days from the date when all the preconditions agreed in this Agreement are met and the compliance confirmation document of Shanghai Stock Exchange on this share transfer (confirmation form of share transfer agreement of listed company or similar document) is obtained, That is 259356384 yuan (in words: RMB two hundred fifty-nine million three hundred and fifty-six thousand three hundred and eighty-four yuan only).
Party B shall pay 20% of the transfer price of the subject shares, i.e. 64839096 yuan (in words: RMB sixty-four million eight hundred and thirty-nine thousand and ninety-six yuan only), to the joint management account in one time within 3 working days from the date when the transfer registration formalities of the subject shares are completed in China Securities Depository and Clearing Co., Ltd.
From the date of signing this Agreement until the subject shares are transferred to Party B’s name, if the listed company pays dividends to Party A with accumulated undistributed profits, Party B shall pay Party A the transfer amount of the subject shares, and the dividend amount corresponding to the subject shares shall be deducted.
Unless otherwise agreed by both parties, the taxes and fees charged by the competent government authorities, securities registration or trading authorities involved in the transfer of the subject shares under this Agreement shall be borne by both parties in accordance with the laws of the people’s Republic of China and the current clear relevant provisions of relevant government departments, securities registration or trading authorities.
4. Preconditions for delivery of subject shares
The transfer and delivery of the subject shares shall be implemented on the premise that all the following preconditions are met (or exempted by Party B in writing):
(1) The representations and warranties made by Party A in this Agreement on the situation of Party A and the listed company before this share transfer are legal, true, effective and not misleading, and any commitments and agreements contained in this agreement that should be observed or performed by Party A have been observed or performed in all substantive aspects;
(2) The ownership of the subject shares is clear, and there are no legal obstacles, disputes or third-party rights and interests such as sales restriction, claim, pledge, judicial seizure and freezing;
(3) The financial, assets and business conditions of the listed company and its holding subsidiaries have not undergone major adverse changes that affect the normal development of business;
(4) There is no effective injunction or similar decree that may prohibit or restrict any party from completing this transaction, or the approval under such decree has been obtained or exempted.
5. Transfer of subject shares
Within 10 working days after the preconditions mentioned in this Agreement are met, both parties shall jointly submit an application for confirmation of the transfer of the subject shares agreement to the Shanghai Stock Exchange. Within 5 working days from the date when the agreed transfer of the subject shares is reviewed and confirmed by the Shanghai Stock Exchange and Party A obtains the tax payment certificate, both parties shall jointly cooperate to handle the transfer procedures of the subject shares with China Securities Depository and Clearing Co., Ltd.
6. Effectiveness and termination of the agreement
(1) This Agreement shall come into force from the date when it is signed by Party A and sealed by the legal representative of Party B.
(2) This agreement is terminated or terminated for the following reasons:
① Completion of performance of this Agreement;
② If this agreement is unable to be performed due to force majeure, it shall be terminated after written confirmation by both parties;
③ Both parties hereto agree to terminate this Agreement;
④ Circumstances under which one party has the right to terminate this Agreement;
⑤ Other termination or rescission conditions agreed in this agreement.
4、 Follow up matters involved
1. This change in shareholders’ equity has not led to changes in the controlling shareholder and actual controller of the company. This share transfer does not involve tender offer.
2. In accordance with the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity and other relevant laws and regulations, the information disclosure obligors involved in the transfer of shares of the company under this agreement have prepared a report on changes in equity. For details, the company plans to disclose it on the website of Shanghai Stock Exchange on March 29 (www.sse. Com. CN.) Short form equity change report (Meng Guangcai) and detailed equity change report (issued by Liyang City).
3. This share transfer requires the compliance confirmation of Shanghai Stock Exchange before going through the registration procedures of agreement transfer in zhongdeng company.
4. Since there are still uncertainties about whether the two parties can strictly perform their respective obligations according to the agreement and whether the transaction can be finally completed, please pay attention to the investment risks. The board of directors of the company will actively pay attention to the progress of relevant matters and fulfill the obligation of information disclosure in time.
It is hereby announced.
Jiangsu Tianmu Lake Tourism Co.Ltd(603136) board of directors March 28, 2022
