Securities code: 000408 securities abbreviation: Zangger mining Announcement No.: 2022-003
Zangge Mining Co., Ltd
Suggestive announcement on the lifting of restrictions on the sale of some restricted shares by issuing shares to purchase assets
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 total number of shares to be released this time is 1051908670, accounting for 66.56% of the total share capital of the company; 2. The listing and circulation date of the restricted shares lifted this time is Thursday, January 13, 2022.
1、 Basic information on the acquisition of restricted shares in this application
According to the reply of China Securities Regulatory Commission on Approving the major asset restructuring of Jinguyuan Holding Co., Ltd. and issuing shares to Qinghai cangge Investment Co., Ltd. to purchase assets and raise supporting funds (zjxk [2016] No. 114), Approve the company's major asset restructuring and issuance of 1686596805 shares to Tibet Zanger Venture Capital Group Co., Ltd. (hereinafter referred to as "Zanger investment") to purchase relevant assets, and approve the company's non-public issuance of no more than 377358490 new shares to raise matching funds for the purchase of assets by issuing shares. Among them, Tibet grid investment holds 904879236 restricted shares after the initial public offering, Sichuan Yonghong Industry Co., Ltd. (hereinafter referred to as "Yonghong industry") holds 407961029 restricted shares after the initial public offering, Xiao Yongming holds 228411382 restricted shares after the initial public offering, and Lin Jifang holds 2453588 restricted shares after the initial public offering. The newly increased shares of the above issued shares to purchase assets and raise supporting funds have gone through the registration formalities in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, and were listed on Shenzhen Stock Exchange on July 27, 2016 and September 29, 2016 respectively. The nature of the shares is restricted shares after the initial public offering. Before the issuance, the total share capital of the company was 252301500 shares. After the issuance, the total share capital of the company is 2072231638 shares. Since then, Golmud zangge potash fertilizer Co., Ltd., the subject of this major asset restructuring, has not fulfilled its profit commitment. According to the agreement on profit compensation between Jinguyuan Holding Co., Ltd. and Qinghai zangge Investment Co., Ltd., Sichuan Yonghong Industrial Co., Ltd., Xiao Yongming and Lin Jifang (hereinafter referred to as "profit compensation agreement"), In 2017, the Company repurchased 78452116 shares compensated by four compensation obligors such as Zangger investment with a total price of RMB 1.00 and cancelled them.
Security interests of Zangger investment and its concerted actors Yonghong industry and Anxin Securities Co., Ltd
In the case, Shenzhen Futian District People's court publicly auctioned 55 million shares held by Cange investment (restricted shares after IPO) and 26 million shares held by Yonghong industry (restricted shares after IPO) on Taobao judicial auction network platform from 10:00 on October 21, 2021 to 10:00 on October 22, 2021, On October 22, 2021, 81000000 of the above shares were competed by Ningbo Meishan free trade port Xinsha Hongyun Investment Management Co., Ltd. (hereinafter referred to as "Xinsha Hongyun"), and the transfer registration procedures have been completed. According to article 6.6.11 of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, Xinsha Hongyun, as the compensation obligor, has 22849909 compensation shares, which have been repurchased by the company with a total price of 1 yuan, and completed the cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on December 9, 2021. According to the profit compensation agreement, the Company repurchased 390494540 shares compensated by Zangger investment, Yonghong industry, Xiao Yongming and Lin Jifang with a total price of RMB 1.00 on January 6, 2022 and cancelled them. After reduction, the total share capital of the company is 1580435073 shares.
As of the disclosure date of this announcement, the total share capital of the company is 1580435073 shares, including 1106948913 shares with limited sales conditions, accounting for 70.04% of the total share capital of the company, and 473486160 shares with unlimited sales conditions, accounting for 29.96% of the total share capital of the company.
2、 Basic information of the application for lifting the restricted shares
Sequence the number of Pledged Shares in which the number of restricted shares released this time accounts for the non restricted conditions and accounts for the total share capital shareholder name and number of shares held (shares)
Number (share) proportion of shares (share)
1. Zangger investment 577116450 577116450 121.89% 36.51% 577116450
2 Yonghong industry 259326563 54.77% 16.41% 259326563
3 Xiao Yongming 155643647 155643647 32.87% 9.85% 155643647
4 Lin Jifang 3504699 1671919 0.35% 0.11% 0
5 Xinsha Hongyun 73441891 58150091 12.28% 3.68% 0
Total 1051908670 222.16% 66.56% 992086660
3、 This time, the share capital structure of the company limited to after-sales sales is lifted
The share capital structure before and after the lifting of the restrictions is as follows:
Changes in share types before and after the listing and circulation of restricted shares
Number of shares proportion of shares I. Limited sales conditions
1,106,948,913 70.04% -1,051,908,670 55,040,243 3.48%
Outstanding shares
1. Senior management lock up shares 16500 0 0 16500 0
2. Restricted shares after IPO 1106932413 70.04% - 1051908670 55023743 3.48%
2、 Unlimited sales conditions
473486160 29.96% + 1051908670 1525394830 96.52% of outstanding shares
3、 Total shares 1580435073 100% 0 1580435073 100%
4、 Commitments and performance made by the holders of tradable restricted shares this time
The shareholders of the company applying for lifting the restrictions on sales this time include zangge investment, Yonghong industry, Xiao Yongming, Lin Jifang and Xin
Sha Hongyun.
The main commitments involved by the holders of tradable restricted shares are as follows:
Performance of commitment by the commitment party
The shares of the listed company obtained from the purchase of assets due to this issuance of shares shall be subject to the completion of such performance. The shares shall not be transferred within 36 months from the date of listing. When the lock-in period of these shares expires for months, and the capital such as Zangger investment and Yonghong expire, if Zangger potash fails to meet the net profits promised by the four compensation obligors under the profit compensation agreement in 2016, industry and Xiao, resulting in the performance commitments of 2017 and 2018 to compensate Yongming If the forest service and such share compensation obligations have not been fulfilled, the lock-in period of the above-mentioned lock-in share repurchase cancellation obligations shall be automatically extended to the date when the share compensation obligations are fulfilled. Expiration.
Zangger investment promises that the deduction realized by Zangger potash in 2016, 2017 and 2018 has been fulfilled. The predicted net profits of four compensation investors such as Zanger investment and Yonghong except for operating profit and loss are 1144938900 respectively, and the obligors have fulfilled the obligations of RMB 1502452300 and 1627497600 in 2016, 2017, industry, Xiao Yuan, 2016 and 2017. If the performance commitment in 2018 cannot be compensated, Yongming and Linda will cancel their obligations in accordance with the relevant provisions of the profit compensation agreement. Kefang compensation.
The shareholders who applied for lifting the restrictions on the sale of shares strictly fulfilled the above commitments, and there was no failure to fulfill the above commitments
In the case of commitment, there is no non operational occupation of the funds of the listed company, and the company does not violate regulations
Guarantee.
5、 The listing and circulation arrangement of restricted shares
1. The listing and circulation date of the restricted shares is Thursday, January 13, 2022.
2. The total number of tradable shares is 1051908670, accounting for 66.56% of the total share capital of the company.
6、 Other matters
1. The shareholders applying for lifting the restrictions on the sale of shares do not occupy the company's non operating funds. 2. The shareholders who applied for lifting the restrictions on the sale of shares did not buy or sell the company's shares in violation of regulations.
3. The company does not have any illegal guarantee to the shareholders applying for lifting the share restriction this time, which damages the interests of the listed company.
7、 Documents for future reference
1. Application form for listing and circulation of restricted shares.
2. List of share capital structure and list of restricted shares.
It is hereby announced.
Board of directors of Zangger Mining Co., Ltd. January 11, 2022
