Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) short form equity change report
Name of listed company: Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) place of stock listing: Shanghai Stock Exchange Stock abbreviation: Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) Stock Code: 603665 information disclosure obligor: Shaoxing Shangyu Dongda Knitting Co., Ltd. domicile / mailing address: rear No. 2, Houshan village, Fenghui Town, Shangyu District, Shaoxing city change nature of shares: decrease of shares (agreement transfer, actual control relationship between the transfer parties) Date of signature: January 8, 2002
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this equity change report (hereinafter referred to as “the report”) in accordance with the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – equity change report and relevant laws and regulations.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, this report has fully disclosed the changes in shares in which the information disclosure obligor has interests in Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) .
As of the signing date of this report, except for the shareholding information disclosed in this report, the above information disclosure obligors have not increased or reduced their shares in Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) by any other means.
4、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Section 1 interpretation Section 2 Introduction to information disclosure obligors Section III purpose of equity change and shareholding plan 4 section 4 equity change method Section V Trading of listed shares within 6 months before the change of equity Section 6 other major matters Section 7 documents for future reference 7. The information disclosure obligor declares that 8 schedule nine
Section I interpretation
Unless otherwise specified, relevant words in this report have the following specific meanings:
Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) . Listed public index Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665)
Information disclosure obligations of the company
The transferor refers to Shaoxing Shangyu Dongda Knitting Co., Ltd
Large knitting
The transferee refers to Zhang Jianfang
This report and this report refer to Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) simplified equity change report
CSRC refers to the China Securities Regulatory Commission
Yuan means RMB yuan
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Company name: Shaoxing Shangyu Dongda Knitting Co., Ltd
Enterprise type: limited liability company (sole proprietorship of natural person)
Legal representative: Zhang Jianfang
Registered capital: 70 million yuan
Date of establishment: October 16, 2000
Address: the second back of Houshan village, Fenghui Town, Shangyu District, Shaoxing City
Business scope: production and sales of knitted bedding; Sales of chemical raw materials and additives (except dangerous chemicals and easily made drugs); Import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Mr. Zhang Jianfang holds 100% equity of Dongda knitting.
2、 Information about directors and principal responsible persons of information disclosure obligors
Sequence name gender nationality position long term residence whether it has been obtained from other countries or places
Right of abode in area
1 Zhang Jianfang, male, executive director of China, Shaoxing City, Zhejiang Province no
2 Zhang Huili, female manager of China, Shaoxing City, Zhejiang Province no
3、 Information disclosure obligors hold and control more than 5% of the issued shares of other domestic or overseas listed companies
As of the signing date of this report, the information disclosure obligor does not hold shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section III purpose of equity change and shareholding plan
1、 Purpose of this equity change
This equity change is the share transfer between Dongda knitting and its actual controller, Mr. Zhang Jianfang. The main purpose is to optimize and adjust the equity structure of the listed company. Before and after the share transfer, the total number of Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) shares held by Mr. Zhang Jianfang and Dongda knitting has not changed. This equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
2、 Whether the information disclosure obligor intends to increase or reduce the shares with interests in the listed company in the next 12 months
As of the signing date of this report, the information disclosure obligor has no plan to increase or reduce its shares in the listed company in the next 12 months. In case of subsequent changes in relevant interests, the information disclosure obligor will timely perform the obligation of information disclosure in accordance with relevant laws, regulations and normative documents.
Section IV changes in equity
1、 Number and proportion of shares owned by the information disclosure obligor
Before this equity change, Dongda knitting held 51500611 shares of the company, accounting for 32.05% of the total share capital of the company; Mr. Zhang Jianfang does not directly hold shares in the company. The ownership structure and control relationship of the company are as follows:
After this equity change, Dongda knitting holds 27500611 shares of the company, accounting for 17.11% of the total share capital of the company; Mr. Zhang Jianfang directly holds 24 million shares of the company, accounting for 14.94% of the total share capital of the company. 2、 Current equity change method
This equity change is the transfer of 24000000 shares of the listed company held by Dongda knitting to Mr. Zhang Jianfang by agreement, accounting for 14.94% of the total share capital of the listed company.
3、 Main contents of agreements related to this equity change
On January 6, 2022, Dongda knitting (“party a”) and Zhang Jianfang (“Party B”) signed the share transfer agreement on this share transfer. The main terms of the agreement are as follows:
1. Subject shares: the subject shares transferred by Party A to Party B this time are Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) 24000000 shares held by Party A, accounting for 14.94% of the total number of Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) shares.
2. Transfer of subject shares and transfer price
2.1 Party A agrees to transfer the subject shares to Party B according to the terms and conditions agreed in this agreement, and Party B agrees to transfer the subject shares held by Party A according to the terms and conditions agreed in this agreement.
2.2 Party A and Party B agree to transfer the shares at a 10% discount of the closing price of 32.83 yuan / share on January 5, 2022, i.e. 29.547 yuan / share, and the transfer price of the subject shares payable by Party B is 709.128 million yuan.
2.3 during or after the transfer of shares under this agreement, in addition to the above transfer price, Party B does not need to pay any other money to Party A or other parties for the transfer of the subject shares under this agreement.
2.4 all kinds of taxes arising from the transfer of the subject shares shall be borne by Party A by both parties in accordance with the provisions of their applicable laws.
2.5 from the delivery date of the subject shares, Party B shall become the full owner of the subject shares it has transferred, enjoy the rights and interests related to the subject shares it has transferred and bear the corresponding obligations conferred by Chinese laws and Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) articles of association, while Party A no longer enjoys and assumes any rights, rights and obligations related to the subject shares.
3. Payment of transfer price
Both parties agree that Party B shall pay the transfer price agreed in this agreement to Party A within 10 years from the date of completion of the transfer registration of the subject shares.
4. Effective date of the agreement
4.1 the transfer of shares described in this Agreement shall not take effect until all the following conditions have been met:
(1) This agreement is legally and effectively signed by both parties;
(2) This share transfer has obtained all necessary approvals, consents and permits, including but not limited to the approval of the Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) general meeting of shareholders or the approval or approval issued by other competent approval authorities to approve the share transfer under this agreement.
4.2 both parties to this Agreement shall timely notify each other of the above conditions and provide copies. When all conditions are met, both parties agree that the date when the last condition is met shall be the effective date of the agreement.
5. Delivery date of subject shares
5.1 the delivery date of the subject shares shall be the date when the registration department handles the change registration of the subject shares and the result is the completion of the transfer registration procedures of the subject shares.
5.2 Party B shall handle the transfer price payment application and transfer according to the agreement and the time and conditions agreed by both parties.
5.3 in the process of handling the delivery procedures, both parties shall actively cooperate in accordance with the provisions of this Agreement and Chinese laws, including but not limited to lifting the pledge of the subject shares and submitting relevant supporting documents.
6. Agreement on rights and obligations during the interval
All dividends, bonuses and any cash or non cash property income enjoyed by Party A in Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) due to the subject shares between the signing of the agreement and the delivery date shall belong to Party B according to the proportion of shares transferred by Party B. 7. Assignment of rights under this Agreement
From the signing date of this agreement to the effective date of this agreement, neither party shall transfer its rights under this Agreement without the written consent of the other party. The successors of both parties and other transferees agreed by both parties shall be bound by this agreement.
8. Liability for breach of contract
Both parties to this Agreement shall abide by all commitments, representations and warranties made in this agreement, and guarantee that the other parties will not suffer any loss due to the violation of their commitments, representations or warranties by one party. Unless otherwise agreed by both parties, if one party’s breach causes losses to the other party, it shall be responsible for compensating the other party.
4、 Restrictions on rights of shares involved in this equity change
As of the signing date of this report, the subject shares involved in this equity change have not been pledged, frozen or other rights restrictions, there are no additional conditions, supplementary agreements or other arrangements between the parties on the exercise of voting rights.
Section V Trading of listed shares within 6 months before changes in equity
Six months before the signing date of this report, the information disclosure obligor’s trading of shares of the listed company is as follows:
Information disclosure reduction method reduction quantity reduction proportion reduction date reduction price obligor (share) (%) (yuan / share)
Dongda knitting bulk trading 2710555 1.71 2021-09-29 16.02
Zhang Huili block trading 454345 0.29 2021-09-29 16.02
In addition to the above equity changes, the information disclosure obligor does not buy or sell the shares of the listed company through the securities trading of the stock exchange within 6 months before the date of this equity change.
Section VI other major matters
Except for the information disclosed in this report, the information disclosure obligor does not have any other information that must be disclosed to avoid misunderstanding of the content of this report, nor does it have any other material information that should be disclosed but not disclosed in accordance with the provisions of the CSRC or the stock exchange.
Section VII documents for future reference
1、 Documents for future reference
1. Business license of the information disclosure obligor;
2. List of directors and main responsible persons of the information disclosure obligor and copies of their ID cards;
3. Share transfer agreement.
2、 Location of documents for future reference
This report and documents for future reference shall be kept at Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) domicile.
Address: No. 7, Weiwu East Road, Shangyu economic and Technological Development Zone, Hangzhou Bay, Zhejiang Province
Statement of information disclosure obligor
The company promises that there are no false records, misleading statements or major omissions in this report, and assumes individual and joint legal liabilities for its authenticity, accuracy and completeness.
Information disclosure obligor: Shaoxing Shangyu Dongda Knitting Co., Ltd. (seal) legal representative (signature):
Zhang Jianfang
Date: attached table
Simplified equity change report
Basic information
Zhejiang Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) special protection technology stock listed company name of Zhejiang Hangzhou Bay Shangyu economic and Technological Development listed company Co., Ltd. No. 7, Weiwu East Road
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