Securities code: 600679 900916 stock abbreviation: Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) Phoenix B share No.: 2022-002
Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) enterprise (Group) Co., Ltd
Non public offering of matching funds raised by issuing shares and paying cash to purchase assets and raising matching funds and related party transactions
Announcement on lifting the ban on restricted shares and listing and circulation
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The number of restricted shares listed and circulated this time is 49554013 ordinary shares (A shares), accounting for 9.6166% of the total share capital of the company.
The listing and circulation date of restricted shares is January 17, 2022.
1、 Listing type of restricted shares
The type of restricted shares listed this time is that Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) enterprise (Group) Co., Ltd. (hereinafter referred to as the company) issues shares and pays cash to purchase assets and raise supporting funds for related party transactions, and the relevant non-public restricted shares are listed and circulated.
(I) transaction approval
On January 17, 2020, the company held the 8th meeting of the 9th board of directors, deliberated and passed relevant proposals such as the plan for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and agreed that the company would purchase Fujida technology, song Xuechang Dou Peizhen holds 100% of the equity of Tianjin aisaike Automobile Co., Ltd. (hereinafter referred to as Tianjin aisaike) and purchases 100% of the equity of Tianjin Tianren Vehicle Material Co., Ltd. held by Tianjin gray Bicycle Co., Ltd. by paying cash, Purchase 49% equity of Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) Bicycle Co., Ltd. held by Jiangsu Meile Investment Co., Ltd. (hereinafter referred to as Jiangsu Meile) by issuing shares (hereinafter referred to as this transaction).
On July 27, 2020, the company held the 14th meeting of the 9th board of directors, deliberated and passed the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft).
On August 12, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the company’s issuance of shares, payment of cash to purchase assets, raising supporting funds and related party transactions Proposals related to this transaction, such as the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) and its abstract.
On November 16, 2020, China Securities Regulatory Commission issued the reply on approving Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) enterprise (Group) Co., Ltd. to issue shares to Jiangsu Meile Investment Co., Ltd. to purchase assets and raise supporting funds (zjxk [2020] No. 3070), approving the company to issue 25404217 shares to Jiangsu Meile, 22400702 shares to Fujida technology Issue 8931458 shares to song Xuechang and 6804920 shares to Dou Peizhen to purchase relevant assets; Approve the company to issue shares to raise matching funds of no more than 500 million yuan.
(II) issuance and registration of shares
On July 15, 2021, China Securities Depository and Clearing Co., Ltd. Shanghai Branch issued the certificate of securities change registration, and the relevant securities registration procedures of 49554013 RMB common shares (A shares) issued by the company to Gu Landong, Wang Rongsheng and other 13 investors have been completed. After the issuance of the shares, the total share capital of the company increased from 465740244 shares to 515294257 shares, and all the new shares were restricted to sale. The details are as follows:
Sequence issuing object issuing object type placing shares (shares) locking period No. (month)
1 Gu Landong natural person 2973240 6
2 Wang Rongsheng natural person 49554016
Shanghai state owned enterprise reform and development equity investment other legal persons
3 fund partnership (limited partnership) 2973240 6
4 Shandong Huihan Industrial Development Co., Ltd. other legal persons 1486620 6
5 he Mingdong natural person 2477700 6
6 Zhu Xiaofang natural person 1486620 6
7 Wu Lixiang natural person 1486620 6
8 Huaxia Fund Management Co., Ltd. 5450941 6
9 Feng Jinfa natural person 1486620 6
10 ubsag other legal persons 1486620 6
11 Li Sheng natural person 1486620 6
12 Zhao Yanwen natural person 1437072 6
Jiaxing Xinglv Jiajing equity investment partnership other legal persons
13 enterprise (limited partnership) 20366699 6
Total 49554013
(III) lock up period arrangement
The shares issued by raising matching funds shall not be transferred within 6 months from the date of issuance.
If the restricted period of the shares subscribed by the issuing object is inconsistent with the provisions of the CSRC, Shanghai Stock Exchange and other regulatory authorities, the restricted period of the issuing object shall be adjusted accordingly in accordance with the provisions of relevant regulatory authorities. After the expiration of the lock up period, the trading of shares shall be carried out in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
After the completion of the issuance, the shares of the listed company increased due to the bonus shares given by the listed company, conversion to share capital and other reasons shall also be locked in accordance with the above locking period.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
After the aforesaid 49554013 restricted shares were formed, the total share capital of the company increased to 515294257 shares. As of the date of disclosure of this announcement, the total share capital of the company has not changed.
3、 Relevant commitments on the listing and circulation of restricted shares
All issuers who subscribe for the non-public offering of shares with matching funds raised by the company promise that the shares subscribed for by them will not be transferred within 6 months from the date of listing of the shares in the non-public offering.
As of the disclosure date of this announcement, the above commitment subjects have strictly fulfilled the above commitments, and there is no situation that the non performance of relevant commitments affects the listing and circulation of restricted shares.
4、 Verification opinions of intermediary institutions
The verification opinions of the independent financial consultant Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. are as follows:
Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) the number and listing and circulation time of the restricted shares are in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the administrative measures for major asset restructuring of listed companies and other relevant laws and regulations and the relevant rules of Shanghai Stock Exchange. The holders of the tradable restricted shares do not have any situation that the non performance of relevant commitments affects the listing and circulation of the restricted shares.
The independent financial advisor agrees Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) that the restricted shares will be listed and circulated this time. After the share restriction is lifted, the relevant shareholders shall also abide by the relevant provisions of the CSRC and the exchange on the reduction of shares of listed companies.
5、 Listing and circulation of restricted shares
The listing and circulation date of the restricted shares is January 17, 2022.
Detailed list of restricted shares listed and circulated this time
The proportion of the number of shareholders holding restricted shares and the number of shares holding restricted share capital to the total number of shares of the company (shares) (shares)
Gu Landong 0.5770%
2 Wang Rongsheng 4955401 0.9617%
3 Shanghai state owned enterprise reform and development equity investment base 2973240 0.5770% 2973240 0 gold partnership (limited partnership)
4 Shandong Huihan Industrial Development Co., Ltd. 1486620 0.2885% 1486620 0
5 he Mingdong 2477700 0.4808% 2477700 0
6 Zhu Xiaofang 1486620 0.2885% 1486620 0
7 Wu Lixiang 1486620 0.2885% 1486620 0
8 Huaxia Fund Management Co., Ltd. 5450941 1.0578% 5450941 0
9 Feng Jinfa 1486620 0.2885% 1486620 0
10 UBSAG 1,486,620 0.2885% 1,486,620 0
11 Li Sheng 1486620 0.2885% 1486620 0
12 Zhao Yanwen 1437072 0.2789% 1437072 0
13 Jiaxing Xinglv Jiajing equity investment partnership 20366699 3.9524% 20366699 0 industry (limited partnership)
Total 49554013 9.6166% 0
6、 Statement of changes in share capital structure
Unit: changes in share capital before the listing and after the listing
1. Shares held by other domestic legal persons 71362209 – 30277500 41084709 Limited sales articles
2. Circulation of 33526271 – 17789893 15736378 shares held by domestic natural persons
3. 1486620 – 1486620 0 shares held by overseas legal persons and natural persons
The total outstanding shares with limited sales conditions are 106375100 – 49554013 56821087
Unlimited selling A-Shares 237319157 49554013 286873170
Circulation of B shares 171600000 171600000
Unlimited sale of shares
