ZTE Securities Co., Ltd. (hereinafter referred to as “ZTE securities”) No.: y7150005
On the transfer of some shares by controlling shareholders
Suggestive announcement of changes in equity
Each information disclosure obligor guarantees 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. Liaoning China Fangda Group Co.Ltd(000055) Industry Co., Ltd. (hereinafter referred to as China Fangda Group Co.Ltd(000055) ), the controlling shareholder of ZTE Shenyang Commercial Building (Group) Co., Ltd. (hereinafter referred to as “the company”), signed the share transfer agreement with Fang Mingxian and Fang Pengxiang on May 18, 2022 respectively, and transferred 54043462 shares of the company (accounting for 13.00% of the total share capital of the company) to Fang Mingxian at the price of 5.30 yuan / share; Transfer 41571894 shares of the company (accounting for 10.00% of the total share capital of the company) to Fang Pengxiang at the price of 5.30 yuan / share.
2. This share transfer agreement will not lead to changes in the controlling shareholder and actual controller of the company.
3. The transfer of shares under this agreement can only go through the share transfer registration procedures in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the compliance confirmation of Shenzhen Stock Exchange. Whether it can be finally completed is still uncertain.
1、 Basic information of this agreement transfer
The company received the notice from the controlling shareholder China Fangda Group Co.Ltd(000055) on May 19, 2022 and learned that China Fangda Group Co.Ltd(000055) signed the share transfer agreement with Fang Mingxian and Fang Pengxiang respectively on May 18, 2022, transferring 54043462 shares of the company (accounting for 13.00% of the total share capital of the company) to Fang Mingxian at the price of 5.30 yuan / share; Transfer 41571894 shares of the company (accounting for 10.00% of the total share capital of the company) to Fang Pengxiang at the price of 5.30 yuan / share.
Prior to this share transfer, China Fangda Group Co.Ltd(000055) held 159366925 shares of the company, accounting for 38.34% of the total share capital of the company, and together with Mr. Fang Wei, the person acting in concert, held 163108315 shares of the company, accounting for 39.24% of the total share capital of the company. Changes in shareholding of all parties before and after the share transfer:
Before and after the share transfer
shareholder
Name number of shares number of shares
Proportion in total share capital proportion in total share capital (share) (share)
China Fangda Group Co.Ltd(000055) 159366,925 38.34% 63,751569 15.34%
Fangwei 37413900.90%
Fang Mingxian 0.00% 5404346213.00%
Fang Pengxiang 0.00% 4157189410.00%
Total 16310831539.24%
After the completion of this share transfer, China Fangda Group Co.Ltd(000055) holds 63751569 shares of the company, accounting for 15.34% of the total share capital of the company. Fang Mingxian and Fang Pengxiang are the immediate relatives of Mr. Fang Wei, the actual controller of the company. According to the administrative measures for the acquisition of listed companies and other relevant provisions, China Fangda Group Co.Ltd(000055) , Mr. Fang Wei, Fang Mingxian and Fang Pengxiang are persons acting in concert and still hold 163108315 shares of the company, accounting for 39.24% of the total share capital of the company. This share transfer agreement will not lead to changes in the controlling shareholder and actual controller of the company.
2、 Basic information of all parties involved in the transfer of this Agreement
(I) basic information of Transferor
1. Company Name: Liaoning China Fangda Group Co.Ltd(000055) Industrial Co., Ltd
2. Enterprise type: other limited liability companies
3. Legal representative: Yan Kuixing
4. Registered capital: 1 billion yuan
5. Date of establishment: April 24, 2000
6. Registered address: No. 86, Taiyuan north street, Heping District, Shenyang, Liaoning
7. Business term: April 24, 2004 to April 23, 2030
8. Unified social credit Code: 91210100719656393q
9. Business scope: industrial investment and management of the invested products of the enterprise, metal materials, building materials, electrical equipment, auto parts, hardware tools, rubber products, instruments and meters, office supplies, chemical products (excluding dangerous chemicals), coke, mineral powder, limestone sales, metallurgical material sales, self-supporting and agent import and export of various commodities and technologies, Except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
(II) basic information of the transferee
1. Fang Mingxian, male, Chinese nationality, without overseas permanent residency, ID No. 210402199902.
2. fangpengxiang, male, Chinese nationality, without overseas permanent residency, ID No. 210402200006.
(III) upon verification, China Fangda Group Co.Ltd(000055) , Fang Mingxian and Fang Pengxiang are not the persons subject to execution for breach of faith.
3、 Main contents of share transfer agreement
(I) main contents of the share transfer agreement with Fang Mingxian
Transferred by: Liaoning Industrial Co., Ltd
Transferee: Fang Mingxian
1. 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.
2. The pricing principle, price and 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).
3. 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.
4. Transitional period and related 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.
5. 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.
6. Modification 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.
7. 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.
(II) main contents of the share transfer agreement with Fang Pengxiang
Transferred by: Liaoning Industrial Co., Ltd
Transferee: Fang Pengxiang
1. Subject matter of this share transfer
1.1 the transferor agrees to transfer 4157189400 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 10.00% 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.
2. The pricing principle, price and 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 the closing price of Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) 5.88 yuan / share, i.e. 5.30 yuan / share, is the transfer price, and the transfer price of 4157189400 shares is RMB two hundred and twenty million three hundred and thirty-one thousand thirty-eight yuan and twenty cents (¥ 22033103820 yuan).
3. Payment of share transfer price
3.1 both parties agree that the share transfer price of 22033103820 yuan (in words: two hundred and twenty million three hundred and thirty-one thousand thirty-eight yuan and twenty 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 10 million (¥ 10000000) to the bank account designated by the transferor within 7 working days from the date of signing this Agreement; The remaining transfer payment of 21033103820 yuan (in words: two hundred and ten million three hundred and thirty-one thousand thirty-eight yuan and twenty cents) shall be paid off within twelve months from the date of completion of share delivery.
4. Transitional period and related 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.
5. 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.
6. Modification 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
