Stock Code: Ccoop Group Co.Ltd(000564) stock abbreviation: Ccoop Group Co.Ltd(000564) Announcement No.: 2022035
Suggestive announcement that the shares held by the shareholders of the company will be auctioned by the judiciary
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.
Special tips:
1. The shares to be auctioned are 39350778 shares of Ccoop Group Co.Ltd(000564) (hereinafter referred to as "company" or "supply and marketing collection") held by the company's shareholder Yanbian new cooperation supermarket chain Co., Ltd. (hereinafter referred to as "Yanbian new cooperation"), accounting for 100% of the company's shares and 0.21% of the company's total share capital. The above shares have been frozen by the judiciary. The shares held by Yanbian new cooperation still need to fulfill the performance commitment compensation obligation. As of the date of this announcement, the performance commitment compensation obligation in 2018 and 2019 has not been fulfilled. 29757298 shares that should be compensated need to fulfill the cancellation obligation.
2. The restricted sale period of the auction shares (within 60 months from the date of listing of the shares on September 27, 2016) has expired, but the shareholders who have not applied for the lifting of the restricted sale of these shares at the expiration of the restricted sale period have not met the conditions for lifting the restricted sale according to the relevant provisions of article 3.3.4 of the stock listing rules of Shenzhen stock exchange due to their outstanding performance commitment compensation obligations. In order to protect the rights and interests of other shareholders of the company, the company cannot handle the lifting of the sales restriction according to the relevant provisions of article 3.3.4 of the stock listing rules of Shenzhen Stock Exchange before it has fulfilled its performance commitment and compensation obligations. If the bidder reduces its shares after successful bidding, it shall also comply with the provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies (revised in 2017) of Shenzhen Stock Exchange.
3. The auction is still in the publicity stage, and the follow-up may involve auction, payment, court implementation of legal procedures, equity change, transfer and other links. If the above procedures are completed, the company will timely perform the obligation of information disclosure according to the follow-up progress.
The company recently received a notice from the shareholder Yanbian new cooperation that Chengdu Railway Transportation Intermediate People's court will be on Taobao online judicial auction platform from 10:00 on May 7, 2022 to 10:00 on May 8, 2022 (except for delay) (website: http://sf.taobao.com. ）39350778 restricted tradable shares of ST Daji (securities code: Ccoop Group Co.Ltd(000564) ) held by Yanbian new cooperative shareholder through public auction. The details are as follows:
1、 Basic information of shareholders' share auction
1. Basic information of this share auction
Whether to control
Whether the shareholders or shareholders of the company
Name of shareholder: the largest share capital the proportion of auction shares in the total share capital held by the shareholder is limited to the number of shares (shares) of the auctioneer on the starting date of auction and the expiration date of auction
East China and its share sale in proportion
To the actor
Yanbian New Cooperative Company Limited sales in May 2022 Chengdu Railway Transportation in May 2022
On the 10th, the intermediate court ruled that the circulation of 3508% shares in the supermarket was limited at 10:00 on the 21st
The specific content of judicial auction is detailed in the relevant information publicized on Taobao judicial auction network platform.
2. Reasons for judicial auction of shares
Yanbian new cooperation provided loans for HNA commercial Holding Co., Ltd. with its 39350778 supply and marketing Daji shares
For pledge guarantee, HNA commercial Holding Co., Ltd. failed to repay the principal and interest within the specified time, and Chengdu Railway Transportation
According to the application of the pledgee China Railway Trust Co., Ltd., the people's court at the first level frozen Yanbian new on May 20, 2020
39350778 supply and marketing Daji shares held in cooperation. For details, please refer to the company's May 23, 2020
Announcement on freezing (Announcement No.: 2020035). At present, relevant cases have entered the execution stage of court auction.
II Cumulative auction of shares of shareholders and persons acting in concert
As of the date of this announcement, New Cooperative Trading Chain Group Co., Ltd. (hereinafter referred to as "new cooperative group") and
The persons acting in concert held 1518206221 shares of the company, of which 147051519 shares were purchased for restructuring in 2016
Of the issued shares, 47694702 are the shares of the new cooperative group and its persons acting in concert as the shares of the supply and marketing Daji group
Debt paying shares obtained by creditors of ordinary creditor's rights in the reorganization plan of the limited company and its 24 subsidiaries. This time
The number of shares auctioned by the judiciary was 39350778, accounting for 0.21% of the total share capital of the company, accounting for the proportion of Yanbian new cooperative
100% of the total shares of the company. In addition, the shares of the company held by the new cooperative group and its persons acting in concert have no
Other auctions.
If the auction is completed, the change in equity will not lead to the change of the controlling shareholder and actual controller of the company
Moreover, it will not have an impact on the sustainable operation of the company.
3、 Other information and risk tips
In 2016, supply and marketing Daji went to HNA commercial Holding Co., Ltd. (hereinafter referred to as "HNA commercial holding") and new cooperative group
And other 37 counterparties issued shares to purchase 100% equity of Hainan supply and marketing Daji Holdings Co., Ltd. (with
Hereinafter referred to as "2016 restructuring"). The counterparties reorganized in 2016 are Hainan Island Hotel Management Co., Ltd. and Qingdao sea hotel
Air Real Estate Development Co., Ltd., Changchun HNA Investment Co., Ltd. and HNA international tourism island development and construction (Group) Co., Ltd
Ltd., Hainan HNA Engineering Construction Co., Ltd. and HNA commercial control signed the agreement on persons acting in concert. The counterparties reorganized in 2016 are Hunan Xinhe Industrial Investment Co., Ltd., Shandong Xinhe supermarket chain Co., Ltd., Shiyan Xinhe Supermarket Co., Ltd., Yanbian Xinhe supermarket chain Co., Ltd., Zhangjiakou Xinhe Yuanfeng trading Chain Co., Ltd., Jining Yanzhou Xinhe Baiyi Trading Co., Ltd., Shandong Taishan Xinhe trading Chain Co., Ltd., Henan Xinhe Trading Co., Ltd Chifeng new cooperative supermarket chain Co., Ltd., Hebei new cooperative local products renewable resources Co., Ltd., Changshu Longxing agricultural and sideline products logistics Co., Ltd., Jiangsu new cooperative changkelong Shuke Commercial Co., Ltd., Jiangsu Xinyi Real Estate Development Co., Ltd., Jiangsu Yueda Real Estate Co., Ltd., Geng FA and new cooperative group signed the agreement on concerted action.
During the major asset restructuring in 2016, the company signed the profit forecast compensation agreement for the purchase of assets by issuing shares, the supplementary agreement to the profit forecast compensation agreement for the purchase of assets by issuing shares, and the supplementary agreement to the profit forecast compensation agreement for the purchase of assets by issuing shares (II) (collectively referred to as the "profit compensation agreement and its supplementary agreement") with HNA commercial holding and its concerted actors, Xinhe group and its concerted actors. According to the profit compensation agreement and its supplementary agreement, HNA commercial control and its persons acting in concert, as well as the new cooperative group and its persons acting in concert have fulfilled part of the compensation obligations of performance commitments in 2018 and 2019. There is still a risk that 2205583700 shares cannot be released due to the incomplete cancellation of rights restrictions such as pledge freeze. The company will continue to recover from the relevant commitment parties the compensation responsibilities that have not been fulfilled due to the failure to cancel the shares. Before the performance commitment parties have not fulfilled the compensation obligations, they will not have the right to vote on this part of the performance commitment shares and the right to receive dividend distribution. Compensation for performance commitments in 2020 shall be handled separately in accordance with relevant regulations. Draw investors' attention to investment risks.
The shares held by Yanbian new cooperation still need to fulfill the performance commitment compensation obligation. As of the date of this announcement, the performance commitment compensation obligation in 2018 and 2019 has not been fulfilled. 29757298 shares that should be compensated need to fulfill the cancellation obligation. The restricted sale period of the auction shares (within 60 months from the date of listing of the shares on September 27, 2016) has expired, but the shareholders who have not applied for the lifting of the restricted sale of these shares at the expiration of the restricted sale period have not met the conditions for lifting the restricted sale according to the relevant provisions of article 3.3.4 of the stock listing rules of Shenzhen stock exchange due to their outstanding performance commitment compensation obligations. In order to protect the rights and interests of other shareholders of the company, the company cannot handle the lifting of the sales restriction according to the relevant provisions of article 3.3.4 of the stock listing rules of Shenzhen Stock Exchange before it has fulfilled its performance commitment and compensation obligations. If a bidder reduces its shares after successful bidding, it shall also comply with the relevant provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
4、 Documents for future reference
Report of Yanbian new cooperative supermarket chain Co., Ltd. on the upcoming auction of supply and marketing Daji shares held by Chengdu Railway Intermediate People's court
It is hereby announced
Ccoop Group Co.Ltd(000564) board of directors
April 12, 2002
