Securities code: 002751 securities abbreviation: Shenzhen Esun Display Co.Ltd(002751) Announcement No.: 2022-005 Shenzhen Esun Display Co.Ltd(002751)
Notice on unanimous action agreement signed by shareholders and equity change
The information disclosure obligors Liu Menglong and Lin Qingde 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. This equity change only involves the signing of the agreement on concerted action by the information disclosure obligor, which constitutes a concerted action relationship, does not involve the tender offer, nor does it constitute a connected transaction.
2. This equity change will not affect the continuous operation of the company, and this equity change does not lead to changes in the controlling shareholder and actual controller of the company.
Shenzhen Esun Display Co.Ltd(002751) (hereinafter referred to as “the company” or “the company”) received the agreement on concerted action (hereinafter referred to as “the agreement”) signed by Liu Menglong, the controlling shareholder and actual controller of the company, and Lin Qingde, the shareholder holding more than 5% of the company, on January 13, 2022. After friendly negotiation, both parties agreed to follow the agreed methods and conditions, Act in concert when exercising relevant rights against the company according to their voting rights directly holding all shares of the company. The details are hereby announced as follows:
1、 Background and reasons for signing the agreement on concerted action
On January 4, 2022, the announcement on the progress of the controlling shareholder in planning major matters and signing the supplementary agreement to the equity transfer agreement (Announcement No.: 2021-084) was disclosed. The controlling shareholder Liu Menglong plans to transfer 19190100 shares (accounting for 12.42% of the total share capital of the company) held by him to Lin Qingde. On January 5, 2022, the suggestive announcement on the progress of the controlling shareholder’s planning of major events and changes in equity (Announcement No.: 2022-002) was disclosed. The change in equity was caused by the change in equity corresponding to 11618149 shares (accounting for 7.52% of the total share capital of the company) in the overall equity transfer transaction, that is, the voting power entrustment agreement signed by both parties came into force, There is no change in the number of shares held by both parties. For details, see Liu Menglong’s simplified equity change report and Lin Qingde’s simplified equity change report disclosed on the same day.
As of the date of this announcement, Liu Menglong directly holds 32250268 shares of the company, accounting for 20.87% of the total share capital of the company, and has the voting rights corresponding to 20632119 shares of the company, accounting for 13.35% of the total share capital of the company. Lin Qingde directly holds 7738000 shares of the company, accounting for 5.01% of the total share capital of the company; It owns the voting rights corresponding to 19356149 shares of the company, accounting for 12.53% of the total share capital of the company. On January 13, 2022, Liu Menglong and Lin Qingde signed the agreement on concerted action (the agreement on rights and obligations is consistent with the agreement on voting rights entrustment) through friendly negotiation. Both parties agreed to act in concert when exercising relevant rights against the company according to their voting rights directly holding all shares of the company in the agreed manner and conditions. Neither party has acted in concert before signing this agreement. Therefore, after signing this agreement, both parties form a concerted action relationship. The total number of voting shares held by both parties is 39988268, accounting for 25.88% of the total share capital of the company, resulting in this equity change. Both parties have no change in the number of shares held and voting rights, and this change in equity does not lead to changes in the controlling shareholder and actual controller of the company.
2、 Main contents of concerted action agreement
Parties: Liu Menglong, Lin Qingde
Whereas both parties signed the supplementary agreement to the equity transfer agreement and the voting right entrustment agreement on December 30, 2021, Liu Menglong has pledged 11618149 shares (hereinafter referred to as “subject shares”) of Shenzhen Esun Display Co.Ltd(002751) (hereinafter referred to as “the company”) held by him to Lin Qingde, And entrust Lin Qingde to exercise the voting rights corresponding to the equity of the above-mentioned subject shares of the company (accounting for 7.5184% of the total share capital of the company) within the entrustment period. In order to ensure sustainable and stable development and improve the efficiency of the company’s operation and decision-making, through friendly negotiation, both parties hereby reach the following consensus agreement on the above entrustment within the voting power entrustment period:
1. The parties hereto confirm that since the signing of this agreement, during the term of validity of this agreement, both parties shall take concerted action when dealing with matters related to the operation and development of the company and when it is necessary to put forward proposals to the general meeting of shareholders and the board of directors of the company or to make resolutions by the general meeting of shareholders and the board of directors of the company in accordance with the company law and other relevant laws and regulations and the articles of association of the company;
2. The way to take concerted action is: to exercise the proposal right to the general meeting of shareholders and the board of directors on major matters related to the operation and development of the company, and to be consistent when exercising the voting right at the relevant general meeting of shareholders and the board of directors;
3. When one party of this agreement intends to propose a proposal to the general meeting of shareholders and the board of directors on relevant matters, it shall fully communicate and negotiate with the other party in advance. If the other party has any objection to the content of the proposal of the proposer, each party shall make appropriate concessions and modify the content of the proposal. After reaching an agreement, it shall jointly propose a proposal to the general meeting of shareholders and the board of directors in the names of both parties. If the parties fail to reach an agreement in the process of prior joint consultation, neither party shall separately put forward a proposal to the shareholders’ meeting.
4. For proposals not proposed by the parties to this agreement, before the company holds the general meeting of shareholders and the board of directors, all parties shall fully communicate and negotiate on the proposals to be considered until both parties reach an agreement, and make the same voting opinions at the general meeting of shareholders and the board of directors with the formed consensus.
5. If the parties fail to reach an agreement on the exercise of shareholders’ proposal rights, voting rights and other rights according to this agreement, both parties shall make appropriate concessions on the premise of not violating laws, regulations, normative documents and the articles of association, until they exercise shareholders’ proposal rights, voting rights and other rights according to the consensus after reaching an agreement, and both parties fail to reach an agreement in the end, Both parties agree to vote based on the intention of the party holding the higher proportion of voting shares corresponding to the shares of the company.
6. During the validity of this agreement, except for the avoidance of related party transactions, each party guarantees to exercise the voting right when participating in the general meeting of shareholders of the company in accordance with the consensus reached by all parties through prior coordination. Each party may attend the general meeting of shareholders held by the company in person, or entrust another party to this agreement to attend the general meeting of shareholders and exercise voting rights on its behalf.
7. During the validity of this agreement, except for the avoidance of related party transactions, when the board of directors holds a meeting to vote, the relevant parties guarantee to exercise the voting right according to the consensus reached by the parties through prior coordination when participating in the board of directors of the company to exercise the voting right. If the party serving as a director cannot attend the board of directors and needs to entrust other directors to attend the meeting, the director of the other party in this Agreement shall be entrusted to vote on his behalf.
8. The term of validity of this agreement is consistent with the term of the voting power entrustment agreement signed by both parties, from the date when the pledge of the subject shares is registered with Lin Qingde to the earlier of the date when Lin Qingde obtains the ownership of the subject shares and the expiration of 36 months from the date of signing this agreement.
During this period, the parties will strictly abide by their commitments and the agreement, and strictly abide by relevant laws and regulations of the securities market.
3、 Basic information of this equity change
1. Introduction to all parties involved in this equity change
Mr. Liu Menglong is the actual controller, controlling shareholder, chairman and general manager of the company, Chinese nationality and has no permanent right of residence abroad. Directly hold 32250268 shares of the company, accounting for 20.87% of the total share capital of the company, and have the voting rights corresponding to 20632119 shares of the company, accounting for 13.35% of the total share capital of the company.
Mr. Lin Qingde is the founder and actual controller of Huizhou Dewei Group Co., Ltd., Chinese nationality, without overseas permanent residence right. Directly hold 7738000 shares of the company, accounting for 5.01% of the total share capital of the company; The voting rights corresponding to 11618149 shares of the company, accounting for 7.52% of the total shares of the company, are entrusted by voting rights; It owns the voting rights corresponding to 19356149 shares of the company, accounting for 12.53% of the total share capital of the company.
After inquiry, all parties to this transaction are not dishonest Executees.
2. Changes in equity and shareholding this time
According to the supplementary agreement to the equity transfer agreement and the voting right agreement signed by both parties of the information disclosure obligor
Entrustment agreement, both parties signed the agreement on concerted action on January 13, 2022 through friendly negotiation. sign
Neither party has acted in concert before this agreement. Therefore, after signing this agreement, the parties constitute a relationship of concerted action,
The total number of voting shares held by both parties is 39988268, accounting for 25.88% of the total share capital of the company
Changes in equity. Both parties have no change in the number of shares held and voting rights respectively, and this change in equity has not led to any change in the company
The controlling shareholder and actual controller of the company have changed.
Before and after this equity change
Shareholder name shareholding number shareholding ratio disposable voting disposable shareholding number shareholding ratio disposable voting disposable (shares) number of shares (shares) voting right (shares) number of shares (shares) voting right proportion
Liu Menglong 32250268 20.87% 20632119 13.35% 32250268 20.87% 20632119 13.35%
Lin Qingde 7738000 5.01% 19356149 12.53% 7738000 5.01% 19356149 12.53%
The parties acting in concert have not changed their respective shareholding and voting rights. 39988268 25.88% and 39988268 25.88% persons in total have no relationship with persons acting in concert before this equity change.
(if there is any difference in the above data, it is the difference of decimal point after rounding)
4、 Impact of signing the agreement on concerted action on the company
After the signing of the agreement on concerted action, the controlling shareholder and actual controller of the company have not changed.
This equity change will not affect the normal production and operation of the company, and will not damage the interests of the company and minority shareholders
situation. The company will continue to focus on its main business and maintain the stability of its core team.
5、 Other relevant instructions
1. This equity change complies with the securities law, the measures for the administration of the acquisition of listed companies and the Shenzhen Stock Exchange
Laws and regulations, departmental rules and normative documents such as the Listing Rules of the exchange and the Listing Rules of Shenzhen Stock Exchange
Guidelines for standardized operation of municipal companies, etc.
2. As of the date of this announcement, Mr. Liu Menglong has strictly performed and is in the process of performing his initial public announcement in the company
There is no violation of the share lock-in commitment in the prospectus for the issuance of shares and other documents.
3. The information disclosure obligors Liu Menglong and Lin Qingde will strictly abide by the corresponding laws and regulations and have
Perform the obligation of reporting changes in equity. For details, see the disclosed short form report on changes in equity.
4. As of the disclosure date of this announcement, the specific implementation of the equity transfer between the two parties is still under further negotiation. The compliance confirmation of the share transfer needs to be carried out by relevant departments, and the share transfer registration formalities need to be handled in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the relevant matters are uncertain. The company will continue to pay close attention to the progress and results of the above matters, and fulfill the obligation of information disclosure in a timely manner in strict accordance with the regulations.
5. The information disclosure media designated by the company are China Securities Journal, securities times and http://www.cn.info.com.cn, The relevant information of the company shall be subject to the announcement published on the above designated information disclosure media. Please pay attention to the relevant announcements of the company and pay attention to the investment risks.
6、 Documents for future reference
1. Brief report on changes in equity issued by Liu Menglong and Lin Qingde.
2. Agreement on concerted action
It is hereby announced.
Shenzhen Esun Display Co.Ltd(002751) board of directors January 13, 2022
