Anhui Honglu steel structure (Group) Co., Ltd
Reply to the letter of concern of Shenzhen Stock Exchange
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. Listed company management department I of Shenzhen Stock Exchange:
Anhui Honglu steel structure (Group) Co., Ltd. (hereinafter referred to as “the company”) received the attention letter on Anhui Honglu steel structure (Group) Co., Ltd. [2022] No. 4 issued by the management department of listed companies of Shenzhen Stock Exchange on January 5, 2022. The company attached great importance to it and, in accordance with the relevant contents and requirements of the letter, Immediately communicated with relevant parties and carefully checked, and now the relevant questions are replied as follows: Question 1 Explain whether the above matters of your company’s employees\’ establishment of a partnership, directional transfer and long-term holding of your company’s shares reduced by Shang Xiaobo belong to the employee stock ownership plan specified in the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and the guidelines for information disclosure of listed companies No. 4 – Employee Stock Ownership Plan (hereinafter referred to as the “No. 4 guideline”). If so, Please supplement relevant review procedures and information disclosure obligations, and explain the compliance of the scheme; If not, please fully explain the reasons and judgment basis, and perform the obligation of information disclosure with reference to Article 27 of guideline 4.
Company reply:
After careful consideration, according to the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) and the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of main board listed companies (hereinafter referred to as the “standardized operation guidelines”) of Shenzhen Stock Exchange, The company will formulate an employee stock ownership plan and perform relevant review procedures and information disclosure obligations.
Opinions of Anhui Tianhe law firm:
According to the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) and the standardized operation guidelines, the employee stock ownership plan refers to the institutional arrangement in which the listed company enables the employees of the listed company to obtain the company’s shares and hold them for a long time by legal means according to the wishes of the employees, and the share rights and interests are distributed to the employees as agreed.
If some employees of Anhui Honglu Steel Construction(Group) Co.Ltd(002541) transfer the shares of the controlling shareholder Mr. Shang Xiaobo through block trading, if the plan is formulated and managed by Anhui Honglu Steel Construction(Group) Co.Ltd(002541) , it belongs to the employee stock ownership plan specified in the guiding opinions and standardized operation guidelines. According to the situation statement issued by Anhui Honglu Steel Construction(Group) Co.Ltd(002541) , Anhui Honglu Steel Construction(Group) Co.Ltd(002541) will formulate relevant plans according to the employee stock ownership plan and fulfill the review procedures and information disclosure obligations in accordance with the relevant provisions of the guiding opinions and standardized operation guidelines.
Question 2. Explain the specific compensation method for the losses caused by the above partnership’s transfer and holding of your company’s shares by Shang Xiaobo, and further explain the enforceability of his bottom-up commitment in combination with Shang Xiaobo’s performance ability. Company reply:
1、 Compensation mode
The losses arising from the transfer and holding of the company’s shares by the partnership refer to the difference between the accumulated reduction income and the acquisition cost when the partnership completes the reduction of all the shares it holds within the agreed period. According to the commitment issued by Mr. Shang Xiaobo, in case of such situation, the balance shall be compensated to the partnership in cash and distributed by the partnership independently.
2、 Enforceability of promises
As the controlling shareholder of the company, Mr. Shang Xiaobo holds 36.97% of the shares of the company and can obtain cash dividends from the company every year. The amount of cash dividends actually obtained has the ability to fulfill the promised compensation obligations. Meanwhile, since Mr. Shang Xiaobo has promised to provide part of the loan to the partners, he will enjoy a certain amount of creditor’s rights to the partners. If the partnership incurs losses in the future, he can also perform the compensation obligation by means of creditor’s rights offset. Therefore, Mr. Shang Xiaobo’s promise is enforceable.
In order to further enhance the enforceability of the commitment, Mr. Shang Xiaobo made the following additional commitments: I voluntarily compensate the accumulated losses caused by the partnership’s reduction of shares in the future. When the partnership completes the reduction of all its shares within the agreed period, the losses will be compensated at one time according to the accumulated results.
Question 3. Explain the specific meaning of the above partnership’s commitment to reduce its holdings in the future and act in concert with Shang Xiaobo, and further explain whether the above commitment is clear and in line with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies. Company reply:
1. The specific meaning of the partnership’s promise to reduce its holdings in the future and act in concert with Shang Xiaobo: the proposed partnership has a relationship of acting in concert with Mr. Shang Xiaobo, and the future reduction of holdings shall be carried out in accordance with the provisions on reduction of holdings by persons acting in concert.
2. Mr. Xiaobo will take the same actions as Mr. Xiaobo’s intention to reduce the establishment of the partnership in accordance with the provisions of the partnership agreement, and Mr. Xiaobo will take the same actions as Mr. Xiaobo’s intention to establish the partnership in the future.
The meaning of the above partnership’s commitment to reduce its holdings in the future is clear and in line with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies. Question 4. Please further explain whether the above partnership and Shang Xiaobo constitute persons acting in concert and the reasons in combination with your reply to question 3 and Shang Xiaobo’s provision of funds and loss compensation for the above partnership.
Company reply:
According to 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 changes in relevant shares and interests shall be persons acting in concert with each other. If there is no evidence to the contrary, investors who have one of the following circumstances shall be persons acting in concert:… (V) Other legal persons, other organizations and natural persons other than banks provide financing arrangements for investors to obtain relevant shares “; At the same time, the proposed partnership and Mr. Shang Xiaobo will sign the agreement on concerted action to clarify the relationship of concerted action. Therefore, they constitute the person acting in concert. Opinions of Anhui Tianhe law firm:
According to the relevant announcements, the interview with Mr. Shang Xiaobo and the situation statement issued by Anhui Honglu Steel Construction(Group) Co.Ltd(002541) , the partnership will sign the agreement on concerted action with Mr. Shang Xiaobo after its establishment to clarify the relationship of concerted action. The proposed partnership will adopt the same expression of intention as Mr. Shang Xiaobo when exercising the voting rights of Listed Companies in the future Conduct reduction in accordance with the provisions on reduction of shares by persons acting in concert. The partnership and Mr. Shang Xiaobo will then constitute a concerted action relationship within the meaning of the securities law and the measures for the administration of the acquisition of listed companies.
Board of directors of Anhui Honglu steel structure (Group) Co., Ltd
January 11, 2002
