Securities code: Humanwell Healthcare (Group) Co.Ltd(600079) securities abbreviation: Humanwell Healthcare (Group) Co.Ltd(600079) No.: Lin 2022028 Humanwell Healthcare (Group) Co.Ltd(600079)
Asset sale announcement
hot tip
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
Prior to the transfer of this agreement, before the transfer of this agreement, before the transfer of this agreement, before the transfer of this agreement, before the transfer of this agreement, and before the transfer of this agreement, the ‘s 600away from the company or the company) holds the 601 Tianfeng Securities Co.Ltd(601162) allotment of allotted shares of publicly issued securities. The company intends to transfer 680087537 Tianfeng Securities Co.Ltd(601162) shares (accounting for 7.85% of Tianfeng Securities Co.Ltd(601162) total share capital) to Hubei Hongtai Group Co., Ltd. (hereinafter referred to as “Hongtai group”) by means of agreement transfer. The total transfer price is RMB 212391337805. ● this transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization, and there are no major legal obstacles to the implementation of the transaction.
● this transaction has been deliberated and approved at the 27th meeting of the 10th board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
● this transaction still requires both parties to strictly fulfill the relevant obligations agreed in the agreement, the approval of relevant departments at Hubei Province, the commitment to exempt the voluntary reduction proportion of relevant shares reviewed and agreed by the Tianfeng Securities Co.Ltd(601162) shareholders’ meeting, the change of major shareholders approved by the CSRC, the compliance review and confirmation of Shanghai Stock Exchange, and the relevant procedures of share transfer and transfer handled by Shanghai Branch of China Securities Depository and Clearing Corporation, The final completion of this transaction is still uncertain. Please pay attention to the investment risk.
1、 Transaction overview
1. Prior to the transfer of this agreement, the company held Tianfeng Securities Co.Ltd(601162) 680087537 shares, accounting for 7.85% of the total share capital of Tianfeng Securities Co.Ltd(601162) and all of them were tradable shares with unlimited sales conditions. The sources of shares were shares before Tianfeng Securities Co.Ltd(601162) initial public offering and allocated shares participating in Tianfeng Securities Co.Ltd(601162) allotment and public offering of securities. On March 31, 2022, the company and Hongtai Group signed the share transfer agreement on the conditional entry into force of Tianfeng Securities Co.Ltd(601162) 7.85% shares (hereinafter referred to as the “share transfer agreement”) to transfer 680087537 shares of Tianfeng Securities Co.Ltd(601162) held by the company (accounting for 7.85% of Tianfeng Securities Co.Ltd(601162) total share capital), with the transfer price of 3.123 yuan / share and the total transfer price of 212391337805 yuan.
2. The proposal on agreeing to transfer Tianfeng Securities Co.Ltd(601162) shares by agreement was considered and adopted at the 27th meeting of the 10th board of directors of the company. According to the relevant provisions of the company law, the stock listing rules and the articles of association, this transaction does not need to be submitted to the general meeting of shareholders for deliberation.
3. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization, and there are no major legal obstacles to the implementation of the transaction. This transaction still requires both parties to strictly perform the relevant obligations agreed in the agreement, the approval of relevant departments at Hubei Province, the commitment to exempt the voluntary reduction proportion of relevant shares reviewed and agreed by the Tianfeng Securities Co.Ltd(601162) shareholders’ meeting, the change of major shareholders approved by the CSRC, the compliance review and confirmation of Shanghai Stock Exchange, and the relevant procedures of share transfer and transfer handled by Shanghai Branch of China Securities Depository and Clearing Corporation, There is still uncertainty whether the transaction can be finally completed.
2、 Introduction to counterparty
Company name: Hubei Hongtai Group Co., Ltd
Enterprise type: limited liability company (solely state-owned)
Registered capital: 800 million yuan
Legal representative: Zeng Xin
Date of establishment: March 22, 2006
Registered address: No. 64, Hongshan Road, Wuhan
Business scope: capital operation and asset management; industrial investment Equity management; Investment and financing; China trade; Custody, acquisition and disposal of enterprises and assets (creditor’s rights and debts); Investment consulting (excluding securities and futures consulting), financial consulting and bill services; Consultant and agent for enterprise reorganization and merger. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Shareholder of the company: Hubei Provincial Department of Finance (shareholding ratio: 100%)
Hongtai group is a class I state-owned commercial platform enterprise supervised and managed by the state owned assets supervision and Administration Commission of Hubei provincial government. It focuses on business areas such as comprehensive financial services, investment in emerging industries and new urban development, and deeply participates in and comprehensively serves the high-quality economic and social development of Hubei. As of December 31, 2021, the total assets of Hongtai group were 61903093900 yuan, the net assets were 20997712700 yuan, the operating income in 2021 was 14063467300 yuan, and the net profit was 532009100 yuan.
There is no relationship between Hongtai group and the company, nor any other relationship in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc. the board of directors of the company has conducted necessary due diligence on its basic information and its transaction performance ability.
3、 Basic information of transaction object
1. The subject matter of this transaction is Tianfeng Securities Co.Ltd(601162) 680087537 shares held by the company (accounting for 7.85% of Tianfeng Securities Co.Ltd(601162) total share capital), of which 523144259 shares have been pledged to China Merchants Bank Co.Ltd(600036) Wuhan branch to provide guarantee for comprehensive credit with a maximum amount of no more than 1.45 billion yuan. In addition, the subject shares are in a complete state without any other encumbrances, and there is no third-party recourse, litigation, seizure, freezing or any restriction on transfer. Both parties to this transaction have agreed on the pledge release arrangement of the subject shares in the share transfer agreement.
2. Tianfeng Securities Co.Ltd(601162) introduction
Company name: Tianfeng Securities Co.Ltd(601162)
Enterprise type: joint stock limited company (listed)
Registered capital: 866575746400 yuan
Legal representative: Yu Lei
Date of establishment: March 29, 2000
Registered address: 4th floor, Gaoke building, No. 2, guandongyuan Road, Donghu New Technology Development Zone, Wuhan, Hubei
Business scope: providing intermediary services for futures companies.
(for the above business scope, the projects with special provisions in China shall be operated within the approved scope and period after approval or with a license); Securities brokerage; Securities investment consulting; Financial advisers related to securities trading and securities investment activities; Selling securities investment funds on a commission basis; Securities underwriting and recommendation; Self operated securities; Margin trading; Sell financial products on a commission basis (operate within the approved scope and term with the license). (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Listed on Shanghai Stock Exchange in October 2018 (see www.601.cn for details) Periodic reports disclosed on. As of December 31, 2021, Tianfeng Securities Co.Ltd(601162) top ten shareholders are as follows:
Name of shareholder number of shares (shares) in total share capital (%)
Wuhan Trading Group Co., Ltd. 7609889428.78
Humanwell Healthcare (Group) Co.Ltd(600079) 680087,537 7.85
Hubei United Development Investment Group Co., Ltd. 5193597535.99
Ningbo Xinda Tianying investment partnership (limited partnership) 2404985002.78
Shaanxi Dade Investment Group Co., Ltd. 2082100772.40
Wuhan financial holding (Group) Co., Ltd. 1955990222.26
Guangdong HENGJIAN International Investment Co., Ltd. 1955990222.26
AVIC Trust Co., Ltd. 1948641002.25
Wuhan Contemporary Technology Industry Group Co., Ltd. 1483282101.71
Wuhan Hi Tech State Holding Group Co., Ltd. 1481866291.71
Tianfeng Securities Co.Ltd(601162) operation is detailed on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Periodic reports disclosed on. According to the audit report (dxsz [2022] No. 200306) issued by Daxin Certified Public Accountants (special general partnership), as of December 31, 2021, Tianfeng Securities Co.Ltd(601162) assets totaled 96559066100 yuan, net assets attributable to shareholders of listed companies 25122071400 yuan, business income 4405719300 yuan in 2021, and net profit attributable to shareholders of listed companies 586354800 yuan.
4、 Main contents and performance arrangements of the transaction
The company and Hongtai Group signed the share transfer agreement on March 31, 2022. The main contents and performance arrangements are as follows:
Party A (transferor): Humanwell Healthcare (Group) Co.Ltd(600079)
Party B (transferee): Hongtai group
Target shares: Party A transfers Tianfeng Securities Co.Ltd(601162) 680087537 shares (accounting for 7.85% of Tianfeng Securities Co.Ltd(601162) total share capital) held by Party A to Party B. During the period of share transfer, Tianfeng Securities Co.Ltd(601162) in case of equity distribution such as dividends and dividends, the new shares will be automatically converted into the subject shares, and the cash dividends obtained will belong to Party B; During the period of share transfer, Tianfeng Securities Co.Ltd(601162) the increased shares of Party A will be automatically converted into the subject shares due to share allotment, share bonus, capital increase, etc.
Both parties shall transfer the subject shares held by Party A to Party B by agreement. After this transaction is approved by the securities regulatory authority, both parties shall report to the Shanghai Stock Exchange and handle the share registration and transfer in accordance with the acquisition measures and the relevant provisions of the Shanghai Stock Exchange.
(I) transfer price
It is agreed by both parties through negotiation that the transfer price of the subject shares is 90% of the closing price of Tianfeng Securities Co.Ltd(601162) stock price on the signing date of this agreement, the transfer unit price is 3.123 yuan / share, and the total transfer price of the subject shares is 212391337805 yuan. Both parties confirm that the share transfer price of the subject shares of this agreement will not be adjusted due to the impairment or increase of Tianfeng Securities Co.Ltd(601162) ‘s assets.
Both parties confirm that the total amount of this share transfer transaction will not be changed due to the equity distribution agreed in this agreement or the increase of the subject shares during the share transfer.
(II) payment of earnest money and transfer price
Within 5 working days after signing this agreement, Party B shall pay Party A 20000000 yuan as the transaction earnest money. The earnest money shall be used to repay the stock pledge loan of Tianfeng Securities Co.Ltd(601162) held by Party A and other relevant expenses approved by Party B. When this agreement takes effect, the earnest money will be automatically converted into the first phase of share transfer price.
Party B shall pay Party A 130000000 yuan as the second phase share transfer price within 2 working days after the agreement comes into force. The second phase of share transfer price shall be used to repay the stock pledge loan of Tianfeng Securities Co.Ltd(601162) held by Party A.
Party A shall guarantee that China Merchants Bank Co.Ltd(600036) handle the cancellation of Party A’s stock pledge within 1 working day from the date of receiving the second phase of share transfer price paid by Party B. Party A shall handle the procedures for the transfer of the subject shares to Party B within 2 working days after the pledge of the shares is lifted.
Within 5 working days after the transfer of the subject shares is completed, Party B shall pay the remaining share transfer price of 80391337805 yuan to the bank account designated by Party A.
(III) delivery of subject shares
Since the date of China Merchants Bank Co.Ltd(600036) lifting the pledge of Party A’s shares agreed in this agreement, Party A and Party B shall jointly handle the delivery procedures of this share transfer and pay the taxes required for this share transfer in accordance with laws and regulations. Party A agrees to assist in signing relevant documents to confirm and ensure that Party B becomes the legal ownership and beneficial owner of the subject shares on the delivery date of the subject shares.
Since the closing date, Party B enjoys all rights and interests of the subject shares, including voting rights, ownership, profit distribution rights, asset distribution rights and all rights enjoyed by shareholders as stipulated in Chinese laws and regulations and Tianfeng Securities Co.Ltd(601162) articles of association. (IV) corporate governance
Party A shall require the directors, supervisors and senior managers appointed or actually controlled by Party B to submit a written resignation report to Tianfeng Securities Co.Ltd(601162) within 3 days after the CSRC approves Party B to become the main shareholder of Tianfeng Securities Co.Ltd(601162) . Party B intends to appoint two non independent directors to Tianfeng Securities Co.Ltd(601162) through legal procedures, and has the right to recommend and assign relevant senior managers. Party A and its persons acting in concert who have interests in Tianfeng Securities Co.Ltd(601162) shall give support and cooperation.
(V) liability for breach of contract
After the formal signing of this agreement, if either party fails to perform or fails to fully perform the matters agreed in this agreement, it shall constitute a breach of contract, and the breaching party shall compensate for all direct economic losses caused to the other party due to its breach of contract.
If Party B fails to pay or delays in paying the share transfer payment payable to Party A, it shall be liable for breach of contract and pay liquidated damages at 0.05% of the amount payable for each overdue day.
If Party A fails to release the stock pledge or complete other work that Party A needs to cooperate with (including but not limited to cooperating with the transfer of shares) as agreed in this agreement, Party A shall pay liquidated damages at 0.05% of the equity transfer price paid by Party B for each overdue day; Party B has the right to directly deduct the above liquidated damages from the amount payable to Party A.
