Securities code: 300560 securities abbreviation: Zhong Fu Tong Group Co.Ltd(300560) Announcement No.: 2022-004 Zhong Fu Tong Group Co.Ltd(300560)
Agreement on transfer of some shares of the company by controlling shareholders and actual controllers of the company
And suggestive announcement of changes in equity
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Mr. Chen Rongjie, the controlling shareholder and actual controller of Zhong Fu Tong Group Co.Ltd(300560) (hereinafter referred to as “the company” and ” Zhong Fu Tong Group Co.Ltd(300560) “), and Jinan Tiefu investment partnership (limited partnership) (hereinafter referred to as “Jinan Tiefu”) signed the share transfer agreement on January 11, 2022 Mr. Chen Rongjie, the actual controller, intends to transfer 15936255 shares of the company’s non tradable shares held by him to Jinan Tiefu by agreement, accounting for 7.04% of the company’s total share capital. (hereinafter referred to as “this equity change”).
2. This equity change does not touch the tender offer, will not lead to changes in the controlling shareholders and actual controllers of the company, and will not have an impact on the corporate governance structure and sustainable operation.
3. This share transfer agreement still needs to pass the compliance review and confirmation of Shenzhen Stock Exchange, and go through the share transfer registration formalities in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. There is still uncertainty whether the transfer of this agreement can be finally completed. Please pay attention to the investment risks.
1、 Basic information of this equity change
1. Transfer of this Agreement
The company recently received a notice from the controlling shareholder and actual controller Mr. Chen Rongjie that it signed the share transfer agreement (hereinafter referred to as “the agreement”) with Jinan Tiefu on January 11, 2022. It intends to transfer 15936255 shares of the company’s non tradable shares held by it to Jinan Tiefu at the price of 12.55 yuan / share, accounting for 7.04% of the total share capital of the company, The total share transfer price is 200000000.25 yuan. 2. Shareholding of both parties before and after the transfer of this Agreement
The shareholding changes of both parties before and after the transfer of this Agreement are as follows:
Information disclosure meaning before the change of time shareholding before the change of shareholding after the change of shareholding proportion after the change of shareholding proportion total number of business persons (shares) proportion (%) (shares) (%)
Chen Rongjie note 1 76018804 33.60 60082549 26.55
Jinan Tiefu injection 1 0 15936255 7.04%
Note 1: the time of equity change is the time when the equity owned by both parties in the company changes due to the signing of the share transfer agreement, that is, the date when both parties complete the share transfer registration formalities in Shenzhen Branch of China Securities Depository and Clearing Corporation.
2、 Basic information of both parties to the transfer agreement
(I) transferor
1. Name: Chen Rongjie
2. Gender: Male
3. Nationality: China
4. ID No.: 350104********
5. Mailing address: 20 / F, building 4, software park, No. 89, software Avenue, Tongpan Road, Gulou District, Fuzhou, Fujian
6. Whether to obtain the right of residence in other countries or regions: no
(II) transferee
1. Enterprise name: Jinan Tiefu investment partnership (limited partnership)
2. Executive partner: Shandong Shunzhi Asset Management Co., Ltd
3. Unified social credit Code: 91370112ma7fpljq0w
4. Registered capital: 20.01 million yuan
5. Enterprise type: limited partnership
6. Registered address: 1113-3, Licheng financial building, building 7, xinyuanxin center, No. 3, Huaxin Road, Licheng District, Jinan City, Shandong Province
7. Business scope: general items: engaging in investment activities with its own funds. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
The transferee has no affiliated relationship with the transferor Mr. Chen Rongjie and Fujian Rongjia Technology Co., Ltd., and is not a person acting in concert as specified in the administrative measures for the acquisition of listed companies.
3、 Main contents of share transfer agreement
On January 11, 2022, Mr. Chen Rongjie, the controlling shareholder and actual controller of the company, signed the share transfer agreement with Jinan Tiefu, the main contents of which are as follows:
(I) parties to the assignment by agreement
Party A (transferor): Mr. Chen Rongjie
Party B (transferee): Jinan Tiefu investment partnership (limited partnership)
(II) subject matter of transfer
1. Party A agrees to transfer 7.04% of the current total share capital of Zhong Fu Tong Group Co.Ltd(300560) held by it (i.e. 15936255 shares) to Party B by agreement, and the transfer price is RMB 12.55/share, which is about 90% of the closing price of Zhong Fu Tong Group Co.Ltd(300560) on the trading day before the signing of the agreement (excluding the suspension day).
2. Both parties shall, within 20 working days from the date of signing this agreement, go through the relevant share transfer and change procedures in Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. Party A confirms to transfer all the rights and interests of the subject shares to Party B, including the ownership, profit distribution right, asset distribution right and other Zhong Fu Tong Group Co.Ltd(300560) articles of association related to the shares held by Party A and all the rights enjoyed by the shareholders of the company according to Chinese laws.
(III) payment of transfer price
1. The total share transfer price of this transaction is 200000000.25 yuan. This agreement stipulates that the transaction costs related to the transaction, such as taxes and fees, shall be borne by both parties respectively in accordance with laws, regulations and other normative documents and the requirements of relevant departments.
2. Party A agrees that Party B can pay the total share transfer price by installments. Party B shall pay the first transfer price to Party A’s collection account within 3 working days after being approved by Shenzhen Stock Exchange and obtaining relevant compliance documents. The remaining transfer price shall be paid within 6 months after both parties complete the transfer procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Pay to Party A’s collection account.
(IV) share delivery
1. Both parties agree that the implementation of this share transfer depends on the satisfaction of the following preconditions:
(1) This agreement has been signed and entered into force by both parties according to law;
(2) The share transfer has been confirmed by Shenzhen Stock Exchange.
2. After the conditions for handling the delivery of the subject shares agreed in this Agreement are met, Party A and Party B shall jointly submit the qualified application documents for handling the transfer of the subject shares to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, and apply for the transfer registration of the subject shares under the name of Party B.
The delivery of the subject shares shall be deemed to be completed after the subject shares are registered in the name of Party B.
(V) change and cancellation of the agreement
1. After the signing of the agreement, except for the force majeure agreed in the agreement and the changes in national laws and regulations, both parties shall perform the agreement. If either party fails to perform or fails to fully perform the agreement, it shall bear the corresponding liability for breach of contract and compensate the other party for the losses, damages Expenses (including but not limited to reasonable attorney’s fees, legal fees, preservation fees, preservation insurance fees, execution fees, travel expenses, etc.). 2. If Party B fails to pay the corresponding amount within 20 working days from the date when it exceeds the deadline for the amount payable under the agreement due to Party B’s reasons, the transferor has the right to terminate the agreement.
3. If Party A fails to cooperate with Party B to complete the matters related to the equity transfer within 10 working days after Party B has paid the initial share transfer price on schedule according to the agreement due to Party A’s reasons, Party B has the right to terminate the agreement and restore to the original state.
(VI) dispute resolution of the agreement
All disputes between Party A and Party B arising from or in connection with the performance of this Agreement shall be settled through friendly negotiation. If the negotiation fails, either party shall have the right to bring a lawsuit to the people’s court with jurisdiction where Party B is located. 4、 Impact of this equity change on the company
After this equity change, the transferor and its concerted party Fujian Rongjia Technology Co., Ltd. held 97028361 shares of the company, accounting for 42.88% of the total share capital of the company, and remained the controlling shareholder and actual controller of the company; Jinan Tiefu holds 15936255 shares of the company, accounting for 7.04% of the total share capital of the company, becoming a shareholder holding more than 5% of the company. This equity change does not touch the tender offer, nor will it lead to changes in the controlling shareholders and actual controllers of the company, nor does it damage the interests of the listed company and other shareholders. At the same time, this equity transfer will not affect the independence of the listed company in terms of personnel, assets, finance, business and institutions, and will not affect the corporate governance structure and sustainable operation.
5、 Other instructions
1. This equity change complies with the measures for the administration of the acquisition of listed companies, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock exchange and other relevant laws, regulations, normative documents and the articles of association, There is no violation of the performance of public commitments and the reduction plan, and there is no case that the company’s shares shall not be reduced during the reduction period.
2. 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, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity and other relevant laws and regulations, the relevant information disclosure obligor has issued a short report on changes in equity, For details, please refer to the short form equity change report (I) and short form equity change report (II) disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
3. This share transfer agreement still needs to pass the compliance review and confirmation of Shenzhen Stock Exchange, and go through the share transfer registration formalities in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. There is still uncertainty whether the transfer of this agreement can be finally completed.
4. The company will continue to pay attention to the progress of relevant matters, disclose the progress in time, and urge both parties to perform the obligation of information disclosure in time in accordance with the requirements of relevant laws and regulations.
Please invest rationally and pay attention to investment risks.
6、 Documents for future reference
1. Share transfer agreement;
2. Simplified equity change report (I);
3. Simplified equity change report (II);
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Zhong Fu Tong Group Co.Ltd(300560) board of directors
January 13, 2022
