Simplified equity change report of ZTE Shenyang Commercial Building (Group) Co., Ltd
Name of listed company: ZTE Shenyang Commercial Building (Group) Co., Ltd. stock listing place: Shenzhen Stock Exchange Stock abbreviation: Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) Stock Code: Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) information disclosure obligor: Fang Mingxian
Mailing address: No. 901, building 4, No. 39, Middle East Third Ring Road, Chaoyang District, Beijing
Nature of share change: increase (transfer by agreement)
Date of signature: May 19, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this report in accordance with relevant laws, regulations and normative documents, such as the company law of the people’s Republic of China, 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 content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report.
3、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the changes in the shares of the information disclosure obligor in ZTE Shenyang Commercial Building (Group) Co., Ltd. As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in ZTE Shenyang Commercial Building (Group) Co., Ltd. by any other means.
4、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose of equity change Section IV equity change method 7 Section V Trading of listed shares in the first six months Section 6 other major matters Section VII documents for future reference 12 the disclosure obligor declares that 13 attached table: short form equity change report fourteen
Section I interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Information disclosure obligor refers to Fang Mingxian
Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) , listed company and company refer to ZTE Shenyang Commercial Building (Group) Co., Ltd
China Fangda Group Co.Ltd(000055) refers to Liaoning China Fangda Group Co.Ltd(000055) Industrial Co., Ltd
The information disclosure obligor agreed to transfer 54043462 shares of ZTE this time, accounting for 13.00% of Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) total share capital.
This report refers to the short form equity change report of ZTE Shenyang Commercial Building (Group) Co., Ltd
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
CSRC refers to the China Securities Regulatory Commission
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Fang Mingxian, male, Chinese nationality, without overseas permanent residency, ID No. 210402199902.
2、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the information disclosure obligor has no shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section III purpose of equity change
1、 Purpose of this equity change
This equity change is based on the fact that the information disclosure obligor is optimistic about the development prospect of the listed company, has confidence in the sustainable and stable development of the listed company in the future and recognizes the value of the listed company.
2、 Share increase and decrease plan of the information disclosure obligor in the next 12 months
As of the signing date of this report, the information disclosure obligor has no plan to increase or reduce its interests in the listed company in the next 12 months. In case of relevant equity changes, the company will perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations.
Section IV changes in equity
1、 Current equity change method
The way of equity change this time is that the information disclosure obligor transfers Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) shares through agreement transfer. The information disclosure obligor and China Fangda Group Co.Ltd(000055) signed the share transfer agreement on May 18, 2022. China Fangda Group Co.Ltd(000055) plans to transfer 54043462 shares of the company to Mr. Fang Mingxian by means of agreement transfer, accounting for 13.00% of the total share capital of the company. The total price of share transfer is 28643034860 yuan, which is determined by all parties through negotiation.
2、 Changes in equity this time
The shareholding of information disclosure obligors before and after this equity change is as follows:
Before and after this change
Name of shareholder
Proportion of number of shares (shares) in total share capital proportion of number of shares (shares) in total share capital
Fang Mingxian 0.00% 5404346213.00%
Total 0.00% 5404346213.00%
3、 Main contents of the agreement
Transferred by: Liaoning Industrial Co., Ltd
Transferee: Fang Mingxian
(I) subject matter of this share transfer
1.1 the transferor agrees to transfer 5404346200 shares of Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) shares held by it and all shareholders’ equity derived therefrom to the transferee, which accounts for 13.00% of Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) total share capital.
1.2 the transferor transfers the subject shares, the rights and interests attached to the subject shares and related to the subject shares, as well as all rights legally enjoyed by the transferor to the transferee. The transfer price agreed by both parties under this agreement is all sufficient consideration that has taken into account the transfer of the rights and interests contained in the subject shares. From the closing date, the transferee becomes the legal owner of the subject shares, enjoys the corresponding shareholder rights and undertakes the corresponding shareholder obligations.
(II) pricing principle, share transfer price and share transfer price of this share transfer
2.1 the transferor and the transferee confirm that may 17, 2022 is the benchmark date of the share transfer pricing. 2.2 the price of this share transfer is based on the closing price of Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) at 15:00 on May 17, 2022. 90% of Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) closing price of 5.88 yuan / share, i.e. 5.30 yuan / share, is the transfer price, and the transfer price of 5404346200 shares is RMB two hundred and eighty-six million four hundred and thirty thousand three hundred and forty-eight point six (¥ 28643034860 yuan).
(III) payment of share transfer price
3.1 both parties agree that the share transfer price of 28643034860 yuan (in words: two hundred and eighty-six million four hundred and thirty thousand three hundred and forty-eight yuan and sixty cents) agreed in this Agreement shall be paid in the following manner and time:
3.2 the transferor agrees to designate a bank account to collect the share transfer price. The transferee shall pay RMB 20 million (¥ 20000000) to the bank account designated by the transferor within 7 working days from the date of signing this Agreement; The remaining transfer amount of 26643034860 yuan (in words: two hundred and sixty-six million four hundred and thirty thousand three hundred and forty-eight yuan and sixty cents) shall be paid off within 12 months from the date of completion of share delivery.
(IV) transition period and relevant arrangements
4.1 during the transition period, if Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) implements ex rights matters such as share distribution and share capital conversion, the number and price of shares transferred this time shall be adjusted accordingly to ensure that the proportion of Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) shares transferred by the transferee in Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) total share capital remains unchanged.
4.2 during the transition period, if Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) implements cash dividends and other ex dividend matters, the corresponding rights and interests shall be enjoyed by the transferor.
(V) share delivery
5.1 the transferor and the transferee agree that within 5 working days after completing all the application and approval procedures required by relevant regulatory authorities (including but not limited to Shenzhen Stock Exchange) for this transfer, both parties shall jointly go through the following procedures at the registration and settlement company:
5.2 the transferor and the transferee shall be responsible for providing all documents to be delivered when handling the transfer procedures of the shares and handling the procedures for the transfer and settlement of the shares;
5.3 pay all handling charges, stamp duty, transfer fee and other related fees respectively according to the regulations;
5.4 after completing all the above procedures, the transferee shall receive the original and other legal documents issued by the registration and settlement company confirming that it has legally owned the shares.
(VI) alteration and cancellation of this Agreement
6.1 the modification or supplement of this Agreement shall be agreed by both parties through consultation and a written modification or supplement agreement shall be reached. 6.2 this agreement can be terminated by both parties through negotiation.
6.3 unless otherwise agreed in this agreement, the observant party has the right to terminate this agreement if this agreement cannot be performed or is no longer necessary due to the fundamental breach of this agreement by either party.
6.4 in case of force majeure and change of law agreed in this agreement, which makes this agreement unable to be performed or approved by the competent department, and makes this share transfer impossible to be implemented, this agreement can be terminated.
If this agreement is terminated or the performance of this agreement is terminated due to the above reasons, both parties shall bear the costs and expenses incurred in the process of this share transfer without recourse to each other.
(VII) effectiveness of this Agreement
7.1 this Agreement shall come into force from the date of formal signing by Party A and Party B, and shall be binding on both parties.
7.2 this agreement is made in sextuplicate, with each party holding one. Other agreements are used for approval, share transfer, etc. all agreements have the same legal effect.
4、 Restrictions on the rights of the shares of the information disclosure obligor
There are no other rights restrictions on Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) shares held by the information disclosure obligor, including but not limited to the pledge and freezing of shares.
Section V Trading of listed shares in the first six months
The information disclosure obligor did not buy or sell the shares of the listed company within six months before the signing date of this report.
Section VI other major matters
As of the signing date of this report, the information disclosure obligor has truthfully disclosed the relevant information of this equity change in accordance with relevant regulations, and there are no other major information that should be disclosed by the information disclosure obligor in accordance with the application of law and in order to avoid misunderstanding of the content of this report.
Section VII documents for future reference
1、 Documents for future reference (I) identification documents of the information disclosure obligor; (II) relevant contracts, agreements and other relevant documents mentioned in this report. 2、 The above documents shall be placed in the Securities Department of listed companies for investors’ reference.
Statement of information disclosure obligor
I promise that there are no false records, misleading statements or major omissions in this report, and I will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Information disclosure obligor: Fang Mingxian
Date of signature: May 19, 2022
Schedule
Short form equity change report
Basic information name of listed company ZTE Shenyang Commercial Building Listed Company No. 86 North Street, the location of Taiyuan (Group) Co., Ltd., Heping District, Shenyang City, Liaoning Province
Stock abbreviation Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) Stock Code: Zhongxing Shenyang Commercial Building Group Co.Ltd(000715)
Information disclosure obligation information disclosure
Name of obligor Fang Mingxian note not applicable
Book Land
Increase of equity shares √ decrease □ whether there is consistency
The number of shares changes unchanged, but the shareholder changes. The actor has √ none □
