Jinke Property Group Co.Ltd(000656)
Suggestive announcement on changes in shareholders’ equity
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: 000656 Announcement No.: 2022-010 the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. Jinke Property Group Co.Ltd(000656) (hereinafter referred to as “the company” or ” Jinke Property Group Co.Ltd(000656) ” or “the target company”) received the notification letter on dissolution of concerted action and the notification letter from the shareholders Chongqing Hongtao culture media Co., Ltd. (hereinafter referred to as “Hongtao company”), Ms. Tao Hongya and MS. Huang Sishi respectively, It is learned that it will no longer maintain a concerted action relationship with Mr. Huang Hongyun and Chongqing Jinke investment holding (Group) Co., Ltd. (hereinafter referred to as “Jinke holding”). After the termination of the above-mentioned concerted action relationship, the total shares held by Mr. Huang Hongyun and his persons acting in concert will be reduced to 973323344 shares, accounting for 18.22% of the total share capital of the company.
2. The company has received the agreement on concerted action signed by Jinke holdings, Mr. Huang Hongyun, the company’s shareholders Hongxing Furniture Group Co., Ltd. (hereinafter referred to as “Hongxing Furniture Group”) and Guangdong Hongmin Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Guangdong Hongmin”). After the agreement comes into force, the above four parties will act in concert with each other, It will hold 1567996886 shares in total, accounting for 29.36% of the total share capital of the company. 3. The change of shareholders\’ equity will not lead to the change of the controlling shareholder and actual controller of the company, involve the change of the company’s control right, have a significant adverse impact on the company’s production and operation, and damage the interests of the company and minority shareholders.
Recently, the company has received the notification letter on lifting concerted action and the notification letter from the shareholders Hongtao company, Ms. Tao Hongya and Ms. Huang Sishi respectively, and learned that they will no longer maintain a concerted action relationship with Mr. Huang Hongyun and Jinke holdings; The company has also received the concerted action agreement signed by Mr. Huang Hongyun and Jinke holding with Hongxing Furniture Group and Guangdong Hongmin. After the agreement takes effect, the shareholders of the company, Hongxing Furniture Group and Guangdong Hongmin, will newly become the persons acting in concert of Mr. Huang Hongyun and Jinke holding, and their total shares will reach 156796886 shares, accounting for 29.36% of the total share capital of the company. The relevant information is hereby announced as follows:
1、 On the emergence and dissolution of the relationship of concerted action
(I) the emergence and dissolution of the concerted action relationship between Ms. Tao Hongya, Hongtao company and Mr. Huang Hongyun
1. About the concerted action relationship between Ms. Tao Hongya, Hongtao company and Mr. Huang Hongyun
(1) In order to ensure and promote the stable operation and sustainable development of the company, Mr. Huang Hongyun, the actual controller of the company, and Ms. Tao Hongya signed the agreement on concerted action on March 31, 2017. Ms. Tao Hongya agreed to become the person acting in concert of Mr. Huang Hongyun, When dealing with Jinke Property Group Co.Ltd(000656) business development and matters that need to be resolved by the general meeting of shareholders and the board of directors in accordance with the company law and other relevant laws and regulations and the articles of association. See the relevant announcement disclosed by the company on cninfo.com on April 1, 2017 for the specific contents of the above matters. The agreement on concerted action does not stipulate the validity period of concerted action. On June 18, 2021, the company received notification letters from Mr. Huang Hongyun, Ms. Tao Hongya, Jinke holding and Hongtao company respectively. Mr. Huang Hongyun and Ms. Tao Hongya respectively stated that they would continue to implement the agreement on concerted action signed by both parties in March 2017 and maintain a consistent action relationship. Hongtao company, Jinke holding, Mr. Huang Hongyun, Ms. Tao Hongya Ms. Huang Sishi and others acted in concert with each other. (Announcement No.: 2017-023, 2021-078) (2) Mr. Huang Hongyun, the actual controller of the company, and Ms. Tao Hongya have reached an agreement on the division of property after divorce after full communication between both parties and court mediation, On June 28, 2021, 371670000 shares (accounting for 6.96% of the total share capital of the company) of Jinke Property Group Co.Ltd(000656) held by Jinke holdings were transferred to Hongtao company established by Jinke holdings in the form of survival and division. Since Hongtao company is jointly invested and established by Mr. Huang Hongyun and Ms. Tao Hongya, Hongtao company and Jinke holding, Mr. Huang Hongyun, Ms. Tao Hongya and Ms. Huang Sishi are acting in concert with each other. For details of the above matters, see the relevant announcement (Announcement No.: 2021-078) disclosed by the company on cninfo.com on June 21, 2021.
2. Ms. Tao Hongya, Hongtao company and Mr. Huang Hongyun acted in concert to terminate the relationship
Up to now, Ms. Tao Hongya holds 132936714 shares of the company, accounting for 2.49% of the total share capital of the company; Hongtao company holds 361670000 shares of the company, accounting for 6.96% of the total share capital of the company. Hongtao company is established by Jinke holding in the form of survival and division. However, Mr. Huang Hongyun unconditionally and irrevocably grants Ms. Tao Hongya the voting rights corresponding to his 51% equity of Hongtao company. Therefore, Hongtao company is a company actually controlled by Ms. Tao Hongya.
According to the letters from Hongtao company and Ms. Tao Hongya received by the company, Hongtao company and Ms. Tao Hongya decided not to act in concert with Mr. Huang Hongyun and Jinke holdings from January 17, 2022.
(II) the emergence and dissolution of the concerted action relationship between Ms. Huang Sishi and Mr. Huang Hongyun
1. On the emergence of the concerted action relationship between Ms. Huang Sishi and Mr. Huang Hongyun
In order to further consolidate and stabilize the Jinke Property Group Co.Ltd(000656) control structure, ensure and promote Jinke Property Group Co.Ltd(000656) stable operation and sustainable and healthy development, Mr. Huang Hongyun, the actual controller of the company, and Ms. Huang Sishi signed the agreement on concerted action on October 28, 2018. Ms. Huang Sishi agreed to become Mr. Huang Hongyun’s person of concerted action, When dealing with matters related to Jinke Property Group Co.Ltd(000656) business development and requiring resolutions by the general meeting of shareholders and the board of directors in accordance with the company law and other relevant laws and regulations and the articles of association. The agreement is valid for three years. For details of the above matters, see the relevant announcement (Announcement No.: 2018-145) disclosed by the company on cninfo.com on October 29, 2018.
2. On the dissolution of the relationship between Ms. Huang Sishi and Mr. Huang Hongyun by concerted action
According to the letter from Ms. Huang Sishi received by the company, since he has not worked in Jinke Property Group Co.Ltd(000656) for many years and does not participate in the production and operation activities of Jinke Property Group Co.Ltd(000656) , he and Mr. Huang Hongyun are no longer qualified to maintain a concerted action relationship. In order to express their true wishes as shareholders more clearly and independently, further straighten out the corporate governance structure of Jinke Property Group Co.Ltd(000656) and improve the decision-making efficiency of the company, at the same time, the validity period of the previously signed agreement on concerted action has expired, and it will terminate the relationship of concerted action with Mr. Huang Hongyun.
This notification letter shall come into effect immediately upon receipt by Mr. Huang Hongyun and the company, and the relationship of concerted action between Mr. Huang Hongyun and him shall be officially terminated when the notification letter comes into effect.
2、 About Mr. Huang Hongyun’s new persons acting in concert
Up to now, Mr. Huang Hongyun directly holds 586487279 shares of the company (accounting for 10.98% of the total share capital of the company) and indirectly holds 386836065 shares of the company (accounting for 7.24% of the total share capital of the company) through Jinke holdings. Mr. Huang Hongyun is the actual controller of the company and Jinke holdings is the controlling shareholder of the company; Red Star Furniture Group holds 4576828 shares of the company (accounting for 0.09% of the total share capital of the company); Guangdong Hongmin holds 590134714 shares of the company (accounting for 11.05% of the total share capital of the company); Guangdong Hongmin is a wholly-owned subsidiary of Hongxing Furniture Group.
According to the agreement on concerted action signed by Mr. Huang Hongyun, Jinke holdings, Hongxing Furniture Group and Guangdong Hongmin, the company:
Based on the full recognition of the company’s long-term investment value and future development prospects, Hongxing Furniture Group and Guangdong Hongmin, in order to ensure and consolidate Mr. Huang Hongyun’s actual control position over the company, ensure that the company can obtain its recognition and support when financing from financial institutions, and achieve the purpose of ensuring the safe and stable development of the company, through friendly negotiation, adhering to the principle of strategic mutual trust, Mr. Huang Hongyun, Jinke holdings, Hongxing Furniture Group and Guangdong Hongmin agree to exercise shareholders’ rights, undertake shareholders’ obligations and take concerted action to decide relevant matters of the company in accordance with the provisions and requirements of the company law and other relevant laws and regulations.
In order to clarify the rights and obligations of the parties as persons acting in concert, the agreement on concerted action is signed in accordance with the principle of equality and mutual benefit. Its main contents are as follows:
1. Parties to the agreement
Party A: Huang Hongyun
Party B: Chongqing Jinke investment holding (Group) Co., Ltd
Party C: Hongxing Furniture Group Co., Ltd
Party D: Guangdong Hongmin Enterprise Management Consulting Co., Ltd
2. Main terms of the agreement
(1) Party C and Party D agree to act in concert with Party A and Party B and act in concert when dealing with the business development of Jinke Property Group Co.Ltd(000656) company and the matters that need to be resolved by the general meeting of shareholders and the board of directors in accordance with the company law and other relevant laws and regulations and the articles of association of the company.
(2) The way of 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 Jinke Property Group Co.Ltd(000656) company, and to act in concert when exercising the proposal right and voting right at the general meeting of shareholders and the board of directors, and the opinions of Party A shall prevail.
(3) During the period of concerted action, Party A shall communicate with Party B, Party C and Party D in advance before exercising the voting rights, but Party A has the right to exercise the shareholders’ rights according to its independent judgment and Party A’s own wishes. Party B, Party C and Party D recognize the actions and results of Party A in exercising the shareholders’ rights, and keep consistent with Party A in exercising the shareholders’ rights. Meanwhile, Party B, Party C and Party D shall provide full assistance to Party A in exercising its shareholders’ rights, including timely signing relevant legal documents / agreements, information disclosure, cooperating with the inquiries of relevant securities regulatory authorities, and issuing relevant documents as required by the securities regulatory authorities.
(4) During the period of concerted action, if Party C and Party D increase the number of shares of the target company held by Party C and Party D due to the implementation of share distribution and conversion of capital reserve into share capital by the target company, the corresponding increased shares will automatically act in concert with Party A in accordance with the provisions of this agreement.
(5) During the period of concerted action, there shall be at least one director approved in writing by Party C and Party D in the board of directors of the subject company, otherwise Party C and Party D have the right to terminate this agreement in advance.
(6) During the period of concerted action by all parties, Party A and Party B declare, guarantee and promise:
1) Without the consent of Party C and Party D, Party A and Party B shall not conclude or form new agreements and arrangements for concerted action with any other third party.
2) Party A and Party B shall safeguard the interests of the target company and its shareholders, and actively improve and improve the corporate governance level of the target company.
3) Party A and Party B shall obtain the consent of Party C and Party D six months in advance.
(7) During the concerted action of all parties, Party C and Party D declare, guarantee and promise:
1) Party C and Party D guarantee that they will not do anything detrimental to Party A’s exercise of shareholders’ rights within the period of concerted action. During the period of concerted action agreed in this agreement, if the shares of Party C and Party D are inherited, the concerted action agreed in this Agreement shall remain valid for the successor.
2) Unless otherwise agreed in this agreement, if Party C and Party D increase their shares in the subject company or expand their proportion of voting shares through other agreements and arrangements, it shall not cause each party to trigger the obligation of tender offer stipulated by laws and regulations.
(8) During the period of concerted action by all parties, Party A, Party B, Party C and Party D jointly promise that at any time during the period of concerted action, all parties and their controlled subjects shall make their best efforts to ensure that the total proportion of voting rights is not less than 25% of the total share capital of Jinke Property Group Co.Ltd(000656) .
(9) In order to promote the implementation of the “four in one and ecological synergy” strategy of Jinke Property Group Co.Ltd(000656) , Party C will provide all-round support for the development of the target company in relevant fields according to its advantages in real estate development, commercial real estate operation, housing intermediary, home service, Meiju decoration, commercial real estate brand influence, etc, Specific support matters shall be separately agreed by Party C and the target company.
(10) This agreement is valid for three years from the date of signing.
(11) In order to maintain and support Party A’s control over the target company, this agreement, signed by all parties, shall take effect immediately after the number of shares with actual voting rights of Party A in the target company is less than or equal to 973323344 shares or the proportion of shares with actual voting rights of Party A is less than or equal to 18.2280%. Unless otherwise agreed in this agreement, both parties can terminate this agreement through friendly negotiation within the period of concerted action.
3、 Analysis on the impact of this change in shareholders’ equity on the company
According to the letters from Hongtao company, Ms. Tao Hongya and Ms. Huang Sishi, from January 17, 2022, the number of shares of Jinke Property Group Co.Ltd(000656) actually disposable voting rights of Mr. Huang Hongyun will be less than or equal to 973323344 shares, thus triggering the above agreement on concerted action to take effect immediately. At that time, Hongxing Furniture Group and Guangdong Hongmin will become the concerted actors of Huang Hongyun and Jinke holdings.
Before and after this equity change, the details of the shares held by Mr. Huang Hongyun and his persons acting in concert are as follows:
Mr. Huang Hongyun before the equity change and Mr. Huang Hongyun after the equity change and the shareholder’s name, share nature, shareholding of persons acting in concert and shareholding of persons acting in concert
Number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
Huang Hongyun 586487279 10.98%
Jinke Holdings 386836065 7.24%
Hongtao company
