Jinke Property Group Co.Ltd(000656)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: Jinke Property Group Co.Ltd(000656) Announcement No.: 2022056
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Jinke Property Group Co.Ltd(000656) (hereinafter referred to as “the company” or “the company” or ” Jinke Property Group Co.Ltd(000656) “) received the letter of concern on Jinke Property Group Co.Ltd(000656) from Shenzhen Stock Exchange on January 22, 2022 (company department concern letter [2022] No. 30, hereinafter referred to as “concern letter”), the company has carefully checked and confirmed the issues concerned in the letter, and the reply is as follows:
Question 1: Huang Sishi is Huang Hongyun’s daughter and holds 2.31% of your company. The notification letter sent by Huang Sishi to your company shows that since he has not worked in Jinke Property Group Co.Ltd(000656) for many years and does not participate in Jinke Property Group Co.Ltd(000656) ‘s production and operation activities, he is no longer qualified to maintain a concerted action relationship with Huang Hongyun. In order to express their true wishes as shareholders more clearly and independently, they will terminate the relationship of concerted action with Huang Hongyun. Please explain whether the basis for the termination of concerted action by both parties is sufficient and reasonable, whether the relevant letters have legal effect, whether the relationship between the two parties has been terminated and whether the termination procedure is in compliance with the voting situation of the previous general meeting of shareholders, Whether your company’s determination that Huang Sishi and Huang Hongyun do not constitute a concerted action relationship complies with the administrative measures for the acquisition of listed companies, guidelines for the application of regulatory rules – listing class No. 1 and other relevant provisions. Please check and comment by the lawyer hired by your company.
Company reply:
1. Are Huang Hongyun and Huang Sishi legal persons acting in concert
According to paragraph 2 of Article 83 of the measures for the administration of the acquisition of listed companies, investors who have acted in concert in the acquisition of listed companies and the change of relevant shares and interests are mutually acting in concert. If there is no evidence to the contrary, the investor is acting in concert under any of the following circumstances:… (12) there are other related relationships between the investors. According to the Listing Rules of Shenzhen Stock Exchange, the close family members of natural persons who directly or indirectly hold more than 5% of the shares of listed companies are related parties. The close family members include: spouse, parents, children over the age of 18 and their spouses, brothers and sisters and their spouses, parents of spouses, brothers and sisters of spouses and parents of children’s spouses. In the guidelines for the application of regulatory rules – listing No. 1, natural persons and their spouses, siblings and other close relatives meet the provisions of item (IX) of paragraph 2 of Article 83 of the measures for the administration of the acquisition of listed companies and item (12) “other related relationships between investors”. If there is no evidence to the contrary, they shall be recognized as persons acting in concert.
Huang Hongyun and Huang Sishi have a father daughter relationship. Therefore, according to the provisions of the above laws, regulations and normative documents, Huang Hongyun and Huang Sishi act in concert with each other without evidence to the contrary.
2. Huang Hongyun and Huang Sishi on whether there is evidence to the contrary that does not constitute a relationship of concerted action in the matter of Jinke Property Group Co.Ltd(000656) voting rights
According to the notification letter issued by Huang Sishi on January 14, 2022 and the further explanation on dissolving the relationship of concerted action issued on January 26, 2022, Huang Sishi believes that:
(1) There are great differences with Huang Hongyun on the company’s development direction, development strategy, organizational structure, governance mechanism, dividend scheme and other aspects, which may form the same or different voting opinions; (2) He has not worked in Jinke Property Group Co.Ltd(000656) for many years, and does not participate in the production and operation activities of Jinke Property Group Co.Ltd(000656) and does not have the conditions for concerted action; (3) The Jinke Property Group Co.Ltd(000656) shares held by him were obtained by way of increased holdings in the secondary market, and Huang Hongyun did not provide him with any financial support. Therefore, he has the ability to fully decide the exercise of the voting rights of his shares without consulting Huang Hongyun’s personal opinions. The above reasons why Huang Sishi believes that it does not constitute concerted action with Huang Hongyun are the intention of Huang Sishi. However, up to now, only the intention of the above notification letter and further explanation on terminating the relationship of concerted action, combined with the voting situation of the company’s previous general meetings from October 28, 2018 to January 14, 2022, There is no contrary evidence that Huang Sishi and Huang Hongyun do not form a relationship of concerted action. Verification opinions of lawyers of Beijing Zhonglun (Chongqing) law firm:
The lawyer believes that under the condition that Huang Hongyun and Huang Sishi have a father daughter relationship and actually maintain the relationship of concerted action according to the agreement on concerted action signed by them on October 28, 2018, and there is no evidence to the contrary that does not constitute the relationship of concerted action, their dissolution of the relationship of concerted action does not comply with the relevant provisions of the measures for the administration of the acquisition of listed companies, the guidelines for the application of regulatory rules – listing class No. 1 and so on.
Question 2: the announcement shows that the agreement on concerted action signed by Huang Hongyun and Jinke holding with Hongxing Furniture Group and Guangdong Hongmin will take effect immediately after the proportion of shares of Huang Hongyun’s actual disposable voting rights is less than or equal to 182280%. During the period of concerted action, there will be at least one director approved in writing by Hongxing Furniture Group and Guangdong Hongmin in your company’s board of directors, otherwise they have the right to terminate this agreement in advance. If Huang Hongyun is unable to terminate the relationship of concerted action with Huang Sishi, the proportion of voting shares actually available to Huang Hongyun is 20.53%. Please explain whether the concerted action relationship between the two parties has taken effect, whether relevant matters have triggered the obligation of shareholders’ tender offer, and whether there is a situation to avoid the obligation of shareholders’ tender offer by lifting the concerted action relationship, in combination with the current situation of directors stationed by Hongxing Furniture Group and Guangdong Hong and the current shareholding proportion of Huang Hongyun. Please check and comment by the lawyer hired by your company.
Company reply:
1. Whether the agreement on concerted action signed by Huang Hongyun, Jinke holdings, Hongxing Furniture Group and Guangdong Hongmin has come into force
According to the agreement on concerted action (hereinafter referred to as the “agreement on concerted action”) signed by Huang Hongyun and Jinke holdings with Hongxing Furniture Group and Guangdong Hongmin, the parties agree that the agreement will take effect immediately after the number of shares of Huang Hongyun with actual disposable voting rights is less than or equal to 973323344 shares or the proportion of shares of Huang Hongyun with actual disposable voting rights is less than or equal to 182280%.
On January 21, 2022, the company received the notice on reducing the shares of the company sent by the shareholder Huang Sishi. From January 19 to January 21, 2022, Huang Sishi reduced 779362 million shares of the company through centralized bidding through the secondary market, accounting for about 1.46% of the total share capital of the company. The average reduction price was 5.31 yuan / share, and the reduction price range was 4.96 yuan / share – 5.59 yuan / share, The reduction of shareholders’ shares is the company’s shares previously increased through centralized bidding trading in the secondary market.
After the reduction, Huang Sishi continued to hold 4564941 million shares of the company, accounting for about 085491% of the total share capital of the company; The total shareholding ratio of Huang Sishi and Huang Hongyun decreased from 205425% to 190829%. The equity change of Huang Sishi did not trigger the effectiveness of the agreement on concerted action; For details, please refer to the announcement on shareholders’ reduction of some shares of the company disclosed by the company on January 24, 2022, Announcement No. 2022016.
On February 7, 2022, the company received the notice on reducing the shares of the company sent by the shareholder Huang Sishi. On February 7, 2022, Huang Sishi reduced some shares of the company by means of centralized bidding and block trading in the secondary market, accounting for about 085491% of the total share capital of the company. The reduction price range is 4.22 yuan / share – 4.38 yuan / share, The reduction of shareholders’ shares is the company’s shares previously increased through centralized bidding trading in the secondary market. After the reduction, Huang Sishi will no longer hold shares of the company; After the shareholder Huang Sishi reduced all the Jinke Property Group Co.Ltd(000656) shares held by him, the total number of Jinke Property Group Co.Ltd(000656) shares held by Huang Hongyun and his concerted actors decreased to 973323344 shares, accounting for 182280% of the total Jinke Property Group Co.Ltd(000656) shares. At that time, the agreement on concerted action will enter into force immediately. For details, please refer to the announcement on shareholders’ reduction of shares of the company disclosed by the company on February 8, 2022, Announcement No. 2022026.
2. Whether the agreement on concerted action is terminated in advance by Hongxing Furniture Group and Guangdong Hongmin? According to the agreement on concerted action, “during the period of concerted action, there shall be at least one director approved in writing by Party C (Hongxing Furniture Group) and Party D (Guangdong Hongmin) on the board of directors of the subject company, otherwise Party C (Hongxing Furniture Group) and Party D (Guangdong Hongmin) have the right to terminate this agreement in advance”. As of the date of issuance of this reply, Yang Liu, one of the current directors of the company, was nominated by Guangdong Hongmin and elected by the second extraordinary general meeting of shareholders in 2021 as a director of Jinke Property Group Co.Ltd(000656) the 11th board of directors.
Therefore, as of the issuance date of this reply, the agreement on concerted action did not constitute a condition to trigger the early termination of Hongxing Furniture Group and Guangdong Hongmin.
3. Whether the relevant matters trigger the obligation of shareholders’ tender offer, and whether there is a situation to avoid the obligation of shareholders’ tender offer by dissolving the relationship of concerted action
As of February 9, 2022, the proportion of shares of listed companies controlled and controlled by Huang Hongyun and his persons acting in concert through the agreement on concerted action was 293655%, which did not trigger the obligation to trigger tender offer stipulated in Article 24 of the administrative measures for the acquisition of listed companies.
According to the announcement on shareholders’ reduction of shares of the company (Announcement No.: 2022016, 2022026) disclosed by the company on January 21, 2022 and February 8, 2022 respectively, Huang Sishi has reduced his Jinke Property Group Co.Ltd(000656) all shares held by him from January 19, 2022 to January 21, 2022 and February 7, 2022 (see “reply to Article 1 of question 2” for the reduction process). Given that Huang Sishi no longer holds Jinke Property Group Co.Ltd(000656) of the shares, the shares of the listed company actually controlled by non listed company shareholders, Huang Hongyun and his persons acting in concert have not reached 30%, and there is no situation of evading the obligation of shareholders’ tender offer by dissolving the relationship of acting in concert.
Verification opinions of lawyers of Beijing Zhonglun (Chongqing) law firm:
The lawyer believes that: (I) according to the description of Jinke Property Group Co.Ltd(000656) , when Ms. Huang Sishi reduced all the shares of the company held by her on February 7, 2022, the total number of Jinke Property Group Co.Ltd(000656) shares held by Huang Hongyun and the persons acting in concert was 973323344 shares, accounting for 182280% of the total shares of Jinke Property Group Co.Ltd(000656) and the agreement on concerted action has come into force.
(II) since Yang Liu is nominated by Guangdong Hongmin among Jinke Property Group Co.Ltd(000656) current directors, as of the date of issuance of this reply, it does not constitute a condition for triggering the early termination of the agreement on concerted action by Red Star Furniture Group and Guangdong Hongmin.
(III) as of the date of issuance of this reply, the proportion of shares of listed companies controlled and controlled by Huang Hongyun and his persons acting in concert through the agreement on concerted action was 293655%, which did not trigger the obligation to trigger tender offer stipulated in Article 24 of the measures for the administration of listed companies. Given that Huang Sishi has reduced his holding of Jinke Property Group Co.Ltd(000656) all the shares held by him, the shares of the listed company actually controlled by Huang Hongyun and his persons acting in concert have not reached 30%, and there is no situation of evading the obligation of shareholders’ tender offer by dissolving the relationship of acting in concert.
Question 3: the announcement shows that Huang Hongyun holds 182280% of the shares of your company after lifting the relationship of concerted action with Tao Hongya and Huang Sishi. The term of validity of the agreement on concerted action signed by Huang Hongyun and Jinke holdings with Hongxing Furniture Group and Guangdong Hongmin is three years. Unless otherwise agreed in the agreement, the parties can terminate this agreement through friendly negotiation within the term of concerted action. Please supplement and disclose the equity structure of Hongxing Furniture Group and Guangdong Hongmin, and explain whether they are related to your company, controlling shareholder, actual controller and Dong Jiangao, whether there are other potential agreements and arrangements that have not been disclosed, whether they may have an impact on the stability of your company’s control, and give special risk tips.
Company reply:
1. The equity structure of Red Star Furniture Group is shown in the figure below:
2. The equity structure of Guangdong Hongmin is shown in the figure below:
3. Please explain whether it is related to your company, actual controller and directors, supervisors and senior executives.
Up to now, Hongxing Furniture Group and Guangdong Hongmin jointly hold 111375% of the shares of the company, and their actual controllers are natural persons Che Jianxing.
(1) Is there any relationship between Hongxing Furniture Group, Guangdong Hongmin and Jinke Property Group Co.Ltd(000656) or not
According to item (III) of the first paragraph of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the “Listing Rules”), the “legal person or other organization holding more than 5% of the shares of the listed company and its persons acting in concert” is the affiliated legal person of the listed company. Therefore, Hongxing Furniture Group and Guangdong Hongmin are the affiliated legal persons of the company and have an affiliated relationship with the company.
(2) Is there any relationship between Hongxing Furniture Group, Guangdong Hongmin and Jinke Property Group Co.Ltd(000656) controlling shareholder, actual controller and Dong Jiangao
1) The controlling shareholder, actual controller and Dong Jiangao of the company do not directly or indirectly hold the equity of Guangdong Hongmin. As of the date of this reply, Hongxing Furniture Group holds 100% of the equity of Guangdong Hongmin; The shareholders of Hongxing Furniture Group are Changzhou Hongxing decoration city (hereinafter referred to as “Hongxing decoration city”), Che Jianxing and Che Jianfang, with shareholding ratios of 45%, 45% and 10% respectively; Red Star decoration city is a sole proprietorship enterprise of Che Jianxing. Huang Hongyun, the actual controller of the company, as well as the directors, supervisors and senior managers of the company, do not hold the equity of Hongxing Furniture Group and Guangdong Hongmin, and there are no circumstances specified in paragraph 1 (I) and paragraph 2 (I) of article 6.3.3 of the stock listing rules.
2) The controlling shareholders, actual controllers and their directors and supervisors of the company do not serve as directors, supervisors or senior managers of Guangdong Hongmin or Red Star Furniture Group
After inquiring the national enterprise credit information publicity system, as of the date of this reply, the directors, supervisors and senior managers of Guangdong Hongmin and Hongxing Furniture Group are as follows:
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