Securities code: Landai Technology Group Corp.Ltd(002765) securities abbreviation: Landai Technology Group Corp.Ltd(002765) Announcement No.: 2022054
Landai Technology Group Corp.Ltd(002765)
Transfer of some shares of the company by agreement between actual controllers
And suggestive announcement of changes in equity
The company’s shareholders Zhu Tangfu, Xiong min and Zhu Junhan 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. On May 17, 2022, Mr. Zhu Tangfu, the controlling shareholder and actual controller of Landai Technology Group Corp.Ltd(002765) (hereinafter referred to as the “company”, “listed company” or ” Landai Technology Group Corp.Ltd(002765) “), Ms. Xiong min, the actual controller, and Mr. Zhu Junhan, the actual controller, signed the share transfer agreement on Landai Technology Group Corp.Ltd(002765) (hereinafter referred to as the “share transfer agreement”).
2. This equity change is an agreement transfer. The share transfer is carried out between the actual controllers of the company, does not involve the reduction of shares to the market, and will not lead to changes in the total number and proportion of shares held by the actual controllers. The transfer of this agreement will not lead to the change of the controlling shareholder and actual controller of the company, nor will it involve the tender offer.
3. The transfer of shares under this agreement needs to be submitted to the compliance review and confirmation of Shenzhen Stock Exchange and apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for handling the relevant procedures of share transfer. There is still uncertainty whether the transfer of shares under this agreement can be finally completed. Please pay attention to the investment risks.
1、 Overview of this share transfer agreement
On May 18, 2022, the company received the notification letter issued by the controlling shareholder and actual controller Mr. Zhu Tangfu, the actual controller Ms. Xiong min and the actual controller Mr. Zhu Junhan. Mr. Zhu Tangfu, Ms. Xiong min and Mr. Zhu Junhan signed the share transfer agreement on May 17, 2022, Mr. Zhu Tangfu plans to transfer 40000000 shares of the company (accounting for 6.8655% of the current total share capital) and Ms. Xiong min plans to transfer 29200000 shares of the company (accounting for 5.0118% of the current total share capital) to Mr. Zhu Junhan through agreement. The transfer price of this share agreement is 90% of the closing price of Landai Technology Group Corp.Ltd(002765) shares on the trading day before the signing date of the share transfer agreement, and the specific price is 5.589 yuan per share
Due to the implementation of the restricted stock incentive plan in 2021, the company granted 7.45 million restricted shares to the incentive objects for the first time. The grant date of these shares was November 18, 2021 and the listing date of the granted shares was January 12, 2022, resulting in changes in the number of shares and capital structure of the company, and the shares of the company were changed from 575175290 to 582625290. The total number of 200991520 shares held by information disclosure obligors remained unchanged, and their shareholding ratio decreased passively, and their proportion of shares held by the company decreased from 349444% to 344976%.
After the transfer of this agreement, Mr. Zhu Tangfu holds 126260320 shares of the company, accounting for 216709% of the current total share capital of 582625290 shares of the company, and remains the controlling shareholder and actual controller of the company; Ms. Xiong min holds 65600 shares of the company, accounting for 0.0113% of the current total share capital of the company. Mr. Zhu Junhan holds 74665600 shares of the company, accounting for 128154% of the current total share capital of the company. He is still the actual controller of the company. The total number and proportion of shares held by Mr. Zhu Tangfu, Ms. Xiong min and Mr. Zhu Junhan remain unchanged, still 200991520 shares, accounting for 344976% of the total share capital of the company at present. This equity change will not lead to the change of the controlling shareholder and actual controller of the company, nor will it involve the tender offer.
The details of changes in Landai Technology Group Corp.Ltd(002765) shares held by the information disclosure obligor before and after this equity change are as follows:
Shares held before this change shares held after this change
Name of shareholders and nature of shares
Proportion of shares (shares) in total share capital proportion of shares (shares) in total share capital
Non tradable shares 415650807.2265% 15650800.2686%
Zhu Tangfu restricted tradable shares 124695240216795% 124695240214023%
Total 166260320289060% 126260320216709%
Tradable shares without restrictions 292656005.0881% 656000.0113%
Xiong min’s tradable shares subject to sale restrictions: 0.0000% 0.0000%
Total 292656005.0881% 656000.0113%
Tradable shares without restrictions 13664000.2376% 186664003.2038%
Zhu Junhan’s tradable shares under restricted conditions 40992000.7127% 559992009.6115%
Total 54656000.9502% 74665 Jiangsu Holly Corporation(600128) 154%
Zhu Tangfu, Xiong min and Zhu Junhan held 349444% of 200991520 and 344976% of 200991520 in total
Owned shares
Including: 72197080125522% 202970803.4837%
Shares with unlimited sales conditions
Shares with limited sales conditions 128794440223922% 180694440310138%
Note: 1. If the mantissa of the total in the above table is inconsistent with the mantissa of the sum of the sub items, it is caused by rounding.
2. “Proportion of shares held before this change in the total share capital” shall be calculated according to the total share capital of the company before the listing of the aforesaid restricted shares; “Proportion of shares held after this change in the total share capital” is calculated according to the current total share capital of the company of 582625290 shares.
The source and nature of the shares to be transferred by the transferor under this Agreement are the shares held by the company before the initial public offering (including the part of capital reserve converted into share capital after the initial public offering), which are non tradable shares.
The transfer of shares under this Agreement shall be subject to the compliance review and confirmation of Shenzhen Stock Exchange before going through the relevant procedures of share transfer registration in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
2、 Basic information of transaction parties
1. Basic information of transferor I
Name: Zhu Tangfu
Gender: Male
Nationality: Chinese
ID number: 510232196602
Address: building No. Longjian Road, Yubei District, Chongqing
Mailing address: No. 100, Jianshan Road, Biquan street, Bishan District, Chongqing
Whether there is no right of permanent residence abroad: None
Mr. Zhu Tangfu is the controlling shareholder and actual controller of the company. He is currently the chairman of the company. He is not listed as a dishonest person to be executed, and there is no situation stipulated in article 148 of the company law of the people’s Republic of China.
2. Basic information of transferor II
Name: Xiong min
Gender: Female
Nationality: Chinese
ID number: 510232196810
Address: building No. Longjian Road, Yubei District, Chongqing
Mailing address: No. 100, Jianshan Road, Biquan street, Bishan District, Chongqing
Whether there is no right of permanent residence abroad: None
As the actual controller of the company, Ms. Xiong min is not listed as the person subject to execution for breach of trust, and there is no situation stipulated in article 148 of the company law of the people’s Republic of China.
3. Basic information of the transferee
Name: Zhu Junhan
Gender: Male
Nationality: Chinese
ID number: 5 Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) 98910
Address: building , No. , Jinheng Road, Yubei District, Chongqing
Mailing address: No. 100, Jianshan Road, Biquan street, Bishan District, Chongqing
Whether there is no right of permanent residence abroad: None
Mr. Zhu Junhan is the actual controller of the company and currently serves as the director and general manager of the company. He is not listed as the dishonest executee, and there is no situation stipulated in article 148 of the company law of the people’s Republic of China.
4. Description of association relationship
Mr. Zhu Tangfu is the controlling shareholder of the company, and Mr. Zhu Tangfu, Ms. Xiong min and Mr. Zhu Junhan are the actual controllers of the company. Zhu Tangfu and Xiong min are husband and wife, and Zhu Junhan is the son of Zhu Tangfu and Xiong min. the three persons have the relationship of concerted action and belong to the persons acting in concert specified in the administrative measures for the acquisition of listed companies. This share transfer is a share transfer between actual controllers (persons acting in concert).
3、 Main contents of share transfer agreement
(I) parties to the share transfer agreement
Transferor I (Party A): Zhu Tangfu
Transferor 2 (Party B): Xiong min
Transferee (Party C): Zhu Junhan
(II) share transfer and transaction consideration
1. Party A, Party B and Party C agree that Party C agrees to transfer 40000000 shares of Landai Technology Group Corp.Ltd(002765) tradable shares held by Party A, accounting for about 6.8655% of the total Landai Technology Group Corp.Ltd(002765) shares, and Party C agrees to transfer 29200000 shares of Landai Technology Group Corp.Ltd(002765) tradable shares held by Party B, accounting for about 5.0118% of the total Landai Technology Group Corp.Ltd(002765) shares held by Party A and Party B, accounting for 69200000 shares in total, Accounting for about 118773% of the total number of Landai Technology Group Corp.Ltd(002765) shares (hereinafter referred to as the “subject shares”). The parties confirm that the subject shares agreed in this agreement include all the rights and interests of the subject shares, including the ownership of shares related to the subject shares, profit distribution rights, voting rights, nomination rights of directors, asset distribution rights and all the rights and obligations of the shareholders of the company as stipulated in the articles of association of the listed company and Chinese laws.
2. Party A, Party B and Party C agree that the transfer price of the subject share agreement is 90% of the closing price of Landai Technology Group Corp.Ltd(002765) shares on the trading day before the signing date of this agreement, the specific price is RMB 5.589 per share, and the total price of share transfer is RMB 386758800. The total price paid by Party C to Party A is RMB 223560000; The total amount paid by Party C to Party B is RMB 163198800.
(III) payment of share transfer price
The parties agree that Party C shall pay the share transfer price of RMB 70000000 to the bank account designated by Party A and Party B (including RMB 40000000 to Party A and RMB 30000000 to Party B) within 15 working days from the date of signing this agreement. These funds will first be used to pay all taxes of Party A and Party B on this share transfer, including income tax and deed tax of the transferor. The remaining amount shall be paid by Party C to Party A and Party B within 12 months from the date of transfer.
(IV) share transfer and settlement
1. The parties agree that they shall cooperate with each other and submit the application documents for handling the confirmation procedures of the transfer of the subject shares to Shenzhen Stock Exchange in accordance with laws, regulations and the provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
2. The parties agree that within seven working days after the transfer is confirmed by the Shenzhen Stock Exchange (the window period will be postponed), the parties shall jointly apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for handling the transfer registration procedures of the share transfer, and complete the transfer registration of the subject shares to Party C’s name. 3. During the performance of this agreement, each party shall handle and urge the listed company to handle relevant information disclosure in accordance with relevant laws and regulations and the provisions of the competent department of securities registration or trading, and each party shall submit all written materials required for information disclosure on time.
4. If the Shenzhen Stock Exchange, securities regulatory department and other government regulatory departments do not allow the transfer application during the transfer process, Party A and Party B shall return the received transfer money to Party C in full without interest within three working days from the date of knowing the above situation, and each party shall not bear legal liability to each other.
(V) representations and warranties
1. Representations and warranties of Party A and Party B
(1) Party A and Party B have the right to sign this agreement.
(2) Party A and Party B promise to provide all kinds of documents and materials issued and / or provided by them for the completion of this share transfer in accordance with the provisions of this agreement, the information disclosure of listed companies and the needs of share transfer.
(3) There is no defect in the subject shares of Party A or the guarantee of Party B at the time of delivery.
(4) Party A and Party B guarantee that the subject shares do not involve or exist any ongoing, unsettled or foreseeable major litigation, arbitration or administrative punishment cases or circumstances.
(5) Party A and Party B guarantee that their statements under this Agreement are true, and the information disclosed to Party C is true and accurate, without major misleading or major omission.
