Securities code: 002751 securities abbreviation: Shenzhen Esun Display Co.Ltd(002751) Announcement No.: 2022-003 Shenzhen Esun Display Co.Ltd(002751)
Suggestive announcement on the transfer of some shares of the company by the controlling shareholders through agreement
The information disclosure obligors Liu Menglong, Lin Qingde and Minsheng Securities Co., Ltd. guarantee that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions. The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Special tips:
1. The transfer of shares under this agreement did not trigger the tender offer, nor did it constitute a related party transaction.
2. The transfer of this agreement will not affect the continuous operation of the company. The completion of the transfer of shares under this agreement will lead to the change of the controlling shareholder and actual controller of the company.
3. The transfer of shares under this agreement can only be handled in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after passing the compliance review of Shenzhen Stock Exchange. There is still uncertainty. Please pay attention to the investment risk.
1、 Overview of this agreement transfer
Shenzhen Esun Display Co.Ltd(002751) (hereinafter referred to as “the company” or “the company”) disclosed the announcement on the progress of the controlling shareholders in planning major matters and signing the supplementary agreement to the equity transfer agreement on January 4, 2022 (Announcement No.: 2021-084). On January 5, 2022, the suggestive announcement on the progress of controlling shareholders in planning major events and changes in equity (Announcement No.: 2022-002) was disclosed.
The company recently received the notice from Mr. Liu Menglong, the controlling shareholder of the company, and signed the share transfer agreement (hereinafter referred to as the “agreement”) with Lin Qingde (hereinafter referred to as “Transferee” and “Party B”) and Minsheng Securities Co., Ltd. (hereinafter referred to as “pledgee” and “Party C”) on January 12, 2022. According to this agreement, Mr. Liu Menglong agreed to transfer to Party B a total of 7571951 shares of the company’s non tradable shares (all non tradable shares, accounting for 4.9% of the company’s total share capital, hereinafter referred to as “subject shares”) due to the expiration of the stock pledge financing agreement, with a transfer price of 15.6 yuan / share, The transfer price is 118122435.6 yuan (hereinafter referred to as “this transfer”), and the proceeds will be used to repay the stock pledge financing loan. This transfer
As follows:
The transfer of share capital before and after the transfer of this Agreement
The number of shares held by the second East in the total number of shares held by the second East in the total number of shares held by the second East in the total number of shares held by the second East in the total number of shares held by the second East in the total number of shares (shares) of voting rights held by the second East in the total number of shares (shares) of capital stock held by the second East in the total number of shares (shares) of voting rights transferred Number (share) ratio of individual shares
Zhuan Liu 7571951
Rangmeng 32250268 20.87% 20632119 13.35% (all without 4.90% 24678317 15.97% 13060168 8.45% Fanglong restricted circulation)
Shares)
Acceptor forest
Rangqing 7738000 5.01% 19356149 12.53% – 15309951 9.91% 26928100 17.43%
Note: the above data will be subject to the completion of the transfer formalities by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. if
The discrepancy between the sum of the sub item values and the mantissa of the total is caused by rounding.
In this equity transfer, the stock pledge repurchase transaction is carried out by means of agreement transfer, and the subject shares are disposed of in default
7571951 shares, which are shares before the company’s initial public offering, are non tradable shares, in line with the Shenzhen
Relevant provisions of the guidelines for handling the share agreement transfer business of Listed Companies in the stock exchange. The equity transfer price is
15.6 yuan / share, and the price complies with the guidelines for handling share agreement transfer business of Listed Companies in Shenzhen Stock Exchange
Article 2 Provisions on default disposal of stock pledge type repurchase transactions through agreement transfer and
Article 4 of the notice on matters related to the default disposal of stock pledge repo transaction by agreement transfer
Provisions on the transfer price of the transfer of stock pledge repurchase default disposal agreement. There is no breach of contract in this transfer
Non compliance with laws and regulations, departmental rules, normative documents, etc.
2、 Main contents of this agreement transfer
(I) basic information of the transferor
Party A (transferor): Liu Menglong
Mr. Liu Menglong is the actual controller, controlling shareholder, chairman and general manager of the company, Chinese nationality, without
Right of permanent residence abroad. It holds 32250268 shares of the company, accounting for 20.87% of the total share capital of the company.
Party B (transferee): Lin Qingde
Mr. Lin Qingde is the founder and actual controller of Huizhou Dewei Group Co., Ltd., Chinese nationality,
No right of permanent residence abroad. It holds 7738000 shares of the company, accounting for 5.01% of the total share capital of the company.
Party C (pledgee): Minsheng Securities Co., Ltd
Unified social credit Code: 9111000017000168xk
Date of establishment: January 9, 1997
Legal representative: Feng Henian
Registered capital: 1145616074800 yuan
Address: No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone
(Party A, Party B and Party C above are individually referred to as “one party” or collectively referred to as “three parties”)
After inquiry, all parties to this transaction are not dishonest Executees.
(II) share transfer
1. As of the signing date of this agreement, Party A has a stock pledge contract with Party C, and Party A, Party B and Party C shall, in accordance with the notice on matters related to the default disposal of stock pledge repo transaction through agreement transfer, the Interim Rules for the handling of negotiated transfer business of circulating shares of listed companies, the stock listing rules of Shenzhen Stock Exchange According to the relevant notices and regulations such as the guidelines for the handling of share agreement transfer business of Listed Companies in Shenzhen Stock Exchange, after full consultation, Party A has reached an agreement on the transfer of Shenzhen Esun Display Co.Ltd(002751) 7571951 shares held by Party A and deposited in the Shenzhen Fuhua Road Securities Business Department of Minsheng securities, accounting for 4.9% of the total share capital of the listed company (hereinafter referred to as “subject shares”) to Party B, In order to clarify the rights and obligations of Party A, Party B and Party C, this agreement is hereby signed.
2. Party A agrees to transfer the subject shares it holds to Party B according to the terms and conditions agreed in this agreement, Party B agrees to transfer the subject shares in cash according to the terms and conditions agreed in this agreement, and Party C agrees to transfer the subject shares.
3. From the date of completion of the transfer of the subject shares, all rights and obligations related to the subject shares shall be transferred to the transferee, including but not limited to: voting right, dividend right and right to know, which shall be subject to the provisions of the articles of association of the listed company and relevant laws, regulations or normative documents; Relevant obligations include but are not limited to the obligation to restrict transfer, etc.
(III) transfer price and payment method of subject shares
1. Party A and Party B confirm that the transfer price is 71.53% of the closing price of the subject shares on the trading day before the signing date of this transfer agreement, that is, the transfer price of the subject shares is 15.6 yuan / share, and the total transfer price is 118122435.6 yuan.
2. After the signing of this agreement, Party B shall submit the confirmation application for the transfer of the subject shares to Shenzhen Stock Exchange. After passing the application, Party B shall pay Party A the total transfer price, i.e. RMB 118122435.6. When Party A and Party C confirm that Party B transfers all the transfer price of the subject shares to the designated account, Party B shall be deemed to have completed the payment of the transfer price.
3. With the unanimous consent of Party A, Party B and Party C, Party B shall transfer all RMB 70000000 of the subject share transfer price to the bank account designated by Party A, all of which shall be used to repay Party A’s stock pledge loan from Party C. Party A will use 20080814.05 yuan of the subject share transfer price for the payment of personal income tax for this share transfer.
4. If the three parties fail to submit an application to Shenzhen Stock Exchange within the specified time limit, or Shenzhen Stock Exchange does not approve the transfer of this agreement, it shall be settled by Party A, Party B and Party C through negotiation, and Party A and Party C shall cooperate with Party B’s subsequent requirements to complete the corresponding operation. If the three parties fail to submit an application to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch within the specified time limit, or China Securities Depository and Clearing Co., Ltd. Shenzhen Branch fails to approve the transfer of this agreement, it shall be settled by Party A, Party B and Party C through negotiation, and Party a and Party C shall cooperate with Party B’s subsequent requirements to complete the corresponding operation.
(IV) transfer of subject shares
1. After Party A, Party B and Party C submit the confirmation application for the transfer of the subject shares to Shenzhen Stock Exchange, and Party B completes the payment, Party A shall obtain the tax certificate at the same time within 1 trading day; Within 1 working day after the confirmation document of Shenzhen stock exchange is obtained for the transfer of this agreement, Party A, Party B and Party C shall jointly go through the following procedures at Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
2. Party A, Party B and Party C shall be responsible for providing all documents to be delivered when handling the transfer procedures of the subject shares and handling the transfer procedures of the subject shares. Party A and Party B shall pay all handling charges, stamp duty and customs fees respectively according to the regulations. Party A shall complete the payment of relevant individual income taxes and obtain tax payment certificates before handling the transfer in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., so as to ensure the smooth implementation of the transfer.
3. After completing all the above procedures, Party B shall be deemed to have completed the transfer of the subject shares when it receives the confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. confirming that Party B has legally owned the shares.
(V) effectiveness of the agreement and dispute resolution
1. This Agreement shall be established and come into force from the date of signature by Party A and Party B, official seal of Party C and signature / signature of legal representative or authorized representative.
2. The three parties may change, supplement or terminate this agreement in writing upon consensus of the three parties; Any amendment and supplementary agreement or document to this Agreement shall be deemed as an integral part of this agreement.
3. This Agreement shall terminate in any of the following circumstances:
(1) Terminated by consensus of the three parties;
(2) Other reasons for termination of the agreement stipulated by laws and regulations.
3、 Is there any commitment change, exemption or undertaking in this share transfer agreement
As of the date of this announcement, there is no commitment change, exemption or undertaking in this share agreement transfer. 4、 Impact of this share transfer on the company
The controlling shareholder and actual controller of the company transferred part of their shares through agreement to repay the stock pledge financing loan. If the control of the company will change after the completion of the share transfer, the controlling shareholder and actual controller of the company will be changed to Mr. Lin Qingde. This transaction is based on the consensus and common values of both parties on the company’s future development goals to promote the company’s business development. This transaction will not affect the normal production and operation of the company. The company will continue to focus on the main business, maintain the stability of the core team and ensure the smooth transition of this change of control. There is no situation that damages the interests of the company and all shareholders.
5、 Other relevant instructions
1. This transaction does not involve tender offer, nor does it constitute a related party transaction.
2. The current controlling shareholders and actual controllers of the company do not occupy the company’s funds, the company’s guarantee for them or abuse the rights of the controlling shareholders to damage the interests of the company.
3. According to Article 4 of the notice on matters related to the default disposal of stock pledge repo transaction through agreement transfer of Shenzhen Stock Exchange, “the transfer price of the transfer of stock pledge repo default disposal agreement shall not be less than 70% of the stock closing price on the trading day before the signing date of the transfer agreement”, the equity transfer price of two of the subject shares is 15.6 yuan / share, Comply with relevant regulations.
4. There are still uncertainties in matters related to this share transfer. Please invest rationally and pay attention to risks. The price and method of this equity transfer shall comply with the relevant management regulations of the regulatory authorities. If the transfer price and method agreed by both parties are inconsistent with the relevant legal provisions and regulatory requirements, the relevant agreements will be adjusted according to the regulatory norms of the relevant regulatory authorities. Both parties to the transfer will abide by the management regulations of the regulatory authorities and further disclose after signing a specific agreement. Both parties will complete the equity transaction in accordance with the specified requirements.
5. As of the date of this announcement, Mr. Liu Menglong has strictly fulfilled and is fulfilling his relevant commitments in the company’s prospectus for initial public offering and other documents, and there is no violation of the share locking commitment. After the completion of this transaction, the changes in the shares of the company held by all parties to the transaction shall strictly comply with the securities law, the measures for the administration of the acquisition of listed companies, and the shareholders and directors of listed companies of Shenzhen Stock Exchange
