Securities code: Tianfeng Securities Co.Ltd(601162) securities abbreviation: Tianfeng Securities Co.Ltd(601162) Announcement No.: 2022029 Tianfeng Securities Co.Ltd(601162) about the transfer of shareholders’ agreement of the company
Suggestive announcement of changes in some shares and equity of the company
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:
On March 31, 2022, the shareholders of Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as “the company”) holding more than 5% shares Humanwell Healthcare (Group) Co.Ltd(600079) (hereinafter referred to as ” Humanwell Healthcare (Group) Co.Ltd(600079) “) and Hubei Hongtai Group Co., Ltd. (hereinafter referred to as “Hongtai group”) signed the conditional share transfer agreement between Humanwell Healthcare (Group) Co.Ltd(600079) and Hubei Hongtai Group Co., Ltd. (hereinafter referred to as “share transfer agreement”), Humanwell Healthcare (Group) Co.Ltd(600079) transferred 680087537 shares of the company (accounting for 7.85% of the current total share capital of the company) to Hongtai group by agreement
This equity change means that the shareholding ratio of Humanwell Healthcare (Group) Co.Ltd(600079) and its concerted actors Wuhan Contemporary Technology Industry Group Co., Ltd. (hereinafter referred to as “contemporary group”), Shanghai Tianhe investment partnership (limited partnership) (hereinafter referred to as “Shanghai Tianhe”), Wuhan Sante Cableway Group Co.Ltd(002159) (hereinafter referred to as ” Wuhan Sante Cableway Group Co.Ltd(002159) “) and other shareholders holding more than 5% of the company has decreased by more than 5%.
The company has no controlling shareholder and actual controller before this equity change, and there will be no controlling shareholder and actual controller after this equity change. Therefore, this change in shareholders’ equity does not involve the change of the company’s control, nor will it lead to the change of the company’s single largest shareholder.
This equity change belongs to agreement transfer and does not involve tender offer.
The transfer of shares under this agreement still requires the parties to the transaction to strictly fulfill the relevant obligations agreed in the agreement, the approval of relevant departments at the provincial level in Hubei, the commitment to exempt the voluntary reduction proportion of relevant shares of the company’s major shareholders after deliberation and approval by the company’s general meeting of shareholders, and the change of the company’s major shareholders approved by the CSRC The compliance review and confirmation of Shanghai Stock Exchange and the procedures related to the transfer of shares handled by Shanghai Branch of China Securities Depository and Clearing Co., Ltd. are still uncertain whether the transfer of shares under this agreement can be finally completed. Please pay attention to the investment risks.
1、 Basic information of this equity change
(I) changes in equity caused by the transfer of this Agreement
The company recently received a notice from the shareholder Humanwell Healthcare (Group) Co.Ltd(600079) that Humanwell Healthcare (Group) Co.Ltd(600079) and Hongtai Group signed the share transfer agreement on March 31, 2022, and Humanwell Healthcare (Group) Co.Ltd(600079) intends to transfer 680087537 shares of the company held by Humanwell Healthcare (Group) Co.Ltd(600079) and accounting for 7.85% of the total share capital of the company.
The situation of Humanwell Healthcare (Group) Co.Ltd(600079) and Hongtai group before and after the transfer of this agreement is as follows:
Post change
Company name number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
（%） （%）
Humanwell Healthcare (Group) Co.Ltd(600079) 680087,537 7.85 0 0
Hongtai group 06800875377.85
(II) changes in equity caused by active reduction in the early stage
On February 25, 2022, Wuhan Sante Cableway Group Co.Ltd(002159) reduced 19773500 shares of the company through block trading, with a reduction ratio of 0.23%. After the reduction, Humanwell Healthcare (Group) Co.Ltd(600079) and its persons acting in concert held 965688349 shares of the company, accounting for 11.14% of the total share capital of the company at that time. For details, please refer to the announcement of Tianfeng Securities Co.Ltd(601162) shareholders’ share reduction results (Announcement No.: 2022012) disclosed by the company on February 26, 2022.
From February 25, 2022 to February 28, 2022, contemporary group reduced 113651600 shares of the company through block trading, with a reduction ratio of 1.31%. After the reduction, Humanwell Healthcare (Group) Co.Ltd(600079) and its persons acting in concert held 852036749 shares of the company, accounting for 9.83% of the total share capital of the company at that time. For details, please refer to the announcement of Tianfeng Securities Co.Ltd(601162) shareholders’ reduction of shares by more than 1% and progress of reduction (Announcement No.: 2022013) disclosed by the company on March 1, 2022.
Based on the above situation, the total equity held by Humanwell Healthcare (Group) Co.Ltd(600079) and its persons acting in concert decreased by more than 5.00%.
This equity change will not lead to the change of the company’s control right, nor will it lead to the change of the company’s single largest shareholder.
2、 Shareholding before and after this equity change
Shareholding before this equity change shareholding after this equity change
Name of shareholders February 19, 2022 March 31, 2022
Number of shares (%) number of shares (%)
Humanwell Healthcare (Group) Co.Ltd(600079) 680087,537 7.85 0 0
Contemporary group 1483282101.71346766100.40
1 Shanghai Tianhe 1322102371.531322102371.53
Wuhan Sante Cableway Group Co.Ltd(002159) 24,835865 0.29 5,062365 0.06
Total 98546184911.371719492121.98
2 Hongtai group 06800875377.85
3、 Basic information of both parties to the transfer
(I) basic information of Transferor
Company name: Humanwell Healthcare (Group) Co.Ltd(600079)
Enterprise type: joint stock limited company (listed)
Legal representative: Li Jie
Registered address: No. 666, Gaoxin Avenue, Wuhan East Lake High Technology Group Co.Ltd(600133) District, Wuhan
Registered capital: RMB 1633071900
Unified social credit Code: 914201 Jinzai Food Group Co.Ltd(003000) 148505
Main business scope: drug research and development; Biotechnology R & D; R & D and sales of chemical products (excluding dangerous chemicals); Technology development, technology transfer and technical services; Import and export of goods, import and export of technologies, import and export agency (excluding goods or technologies whose import and export are prohibited or restricted by the state); Investment in pharmaceutical industry and medical institutions; Management of pharmaceutical industry and medical institutions; Internet drug and medical device information services; Organize “three supplies and one compensation” business.
(if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
(II) basic information of the transferee
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%)
Hubei Provincial Department of Finance
100% shareholding
Hongtai group
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
4、 Main contents of share transfer agreement
On March 31, 2022, Humanwell Healthcare (Group) Co.Ltd(600079) and Hongtai Group signed the share transfer agreement, the main contents of which are as follows:
Party A: Humanwell Healthcare (Group) Co.Ltd(600079)
Party B: Hongtai group
Subject shares: as of the date of signing this agreement, Party A agrees to transfer to Party B and Party B agrees to transfer Tianfeng Securities Co.Ltd(601162) 680087537 shares held by Party A (accounting for 7.85% of Tianfeng Securities Co.Ltd(601162) total share capital) and Party A transfers Tianfeng Securities Co.Ltd(601162) 680087537 shares held by Party A (accounting for 7.85% of Tianfeng Securities Co.Ltd(601162) total share capital as of the date of signing this Agreement) 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
The unit price of the subject shares agreed upon by both parties on the closing date of the transfer agreement is RMB 162.78 yuan / share price of the subject shares, which is calculated as the closing price of the transfer agreement. 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) 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.
If this transaction fails to be implemented due to Party A’s unilateral reasons (including but not limited to breach of the statement, commitment and guarantee of this Agreement), Party A and Party B have the right to terminate this agreement, which shall be terminated from the date when one party’s notice reaches the other party; Party A shall return the equity transfer price paid by Party B within 3 working days from the date of termination of this agreement, and pay liquidated damages to Party B according to 20% of the consideration of this transaction.
If this transaction fails to be implemented due to Party B’s unilateral reasons from the date of signing this agreement, Party A and Party B have the right to terminate this agreement, and this Agreement shall be terminated from the date when one party’s notice reaches the other party; At the same time, Party B shall pay the consideration of this transaction within 3 working days from the date of termination of this agreement
