Securities code: Hbis Resources Co.Ltd(000923) securities abbreviation: Hbis Resources Co.Ltd(000923) Announcement No.: 202219 Hbis Resources Co.Ltd(000923)
Pre disclosure announcement on passive reduction of shares by shareholders holding more than 5%
Tianjin products import and export trade Co., Ltd., the shareholder holding more than 5% of the company, 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:
Tianjin property import and export trade Co., Ltd., the shareholder holding 33138739 shares of Hbis Resources Co.Ltd(000923) (hereinafter referred to as ” Hbis Resources Co.Ltd(000923) ” or “the company”) (accounting for 5.0770% of the total share capital of the company), plans to passively reduce the total shares of the company by means of centralized bidding transaction, block transaction or agreement transfer due to the passive reduction of shares. (among them, if the shares are reduced through centralized bidding trading, the total number of shares reduced shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days; if the shares are reduced through block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the company within any continuous 90 natural days.).
The company received the notification letter submitted by Tianjin products import and export trade Co., Ltd. on May 19, 2022, and now announces the relevant information as follows:
1、 Basic information of shareholders
(I) name of shareholder: Tianjin products import and export trade Co., Ltd. (hereinafter referred to as “tianwu import and export”). (II) total number of shares held by shareholders and proportion in the total share capital of the company: up to now, tianwu import and export has held 33138739 shares of the company, accounting for 5.0770% of the total share capital of the company.
2、 Basic information of this passive reduction
331366 million Hbis Resources Co.Ltd(000923) shares held by tianwu import and export are currently pledged to securities companies for stock pledge type repurchase transactions. The pledged shares account for 99.99% of the shares held by the shareholders and 5.0766% of the total share capital of Hbis Resources Co.Ltd(000923) shares. Among them, 14502800 shares were pledged to Guoyuan Securities Company Limited(000728) , accounting for about 2.2219% of the total share capital of the company; 18633800 shares were pledged to Huarong securities, accounting for about 2.8548% of the total share capital of the company. After the expiration of the above-mentioned business repurchase period, tianwu import and export failed to perform the repurchase obligation on time due to capital problems.
On July 31, 2020, Tianjin Second Intermediate People’s Court issued a civil ruling (2020) Jin 02 Po Shen No. 86, ruling to accept the reorganization application of Shaanxi Coal Industry Company Limited(601225) Chemical Materials Group Co., Ltd. for tianwu import and export. On December 23, 2020, Tianjin Higher People’s Court issued (2020) Jinpo No. 1-12 bis civil ruling, which approved the reorganization plan of Tianjin Property Group Co., Ltd. (hereinafter referred to as “property group”) and its affiliated companies (tianwu import and export is one of the affiliated companies of property group).
On June 3, 2021, through Hbis Resources Co.Ltd(000923) disclosure of pre disclosure announcement on passive reduction of shares held by shareholders holding more than 5% (Announcement No.: 202134), tianwu import and export plans to passively reduce the total number of shares held by the company by means of centralized bidding transaction, block transaction or agreement transfer. As of December 24, 2021, Tianjin products import and export trade Co., Ltd. has reduced its shares by 28895400 shares, and the previous share reduction plan has been implemented.
Up to now, the reorganization plan of the property group has been implemented and is in the operation period of the trust platform. According to the relevant provisions of the trust contract, the secured creditor of the property can dispose of the stock under the disposal plan of the secured property. According to the relevant resolutions of the competent authority, Guoyuan Securities Company Limited(000728) , Huarong securities can dispose of the stock within the limit of the amount of creditor’s rights for tianwu import and export (i.e. 18050318248 yuan), and Hbis Resources Co.Ltd(000923) stock will be due to Guoyuan Securities Company Limited(000728) Huarong securities advocates the realization of security interests and passive reduction.
3、 Main contents of this reduction plan
(I) share reduction plan
1. Reasons for the proposed reduction: tianwu import and export failed to complete the repurchase transaction of Pledged Shares in accordance with the agreement, which constituted a overdue breach of contract, resulting in the risk that some of its shares were forcibly disposed of by the securities company; 2. Source of shares: in the project of the company issuing shares to purchase assets and raising supporting funds in 2017, Hbis Resources Co.Ltd(000923) purchased shares from tianwu import and export for its equity of Silian resources (Hong Kong) Co., Ltd; 3. Quantity and proportion of share reduction: no more than 31983719 shares, accounting for 4.9% of the total share capital of the company. The amount of share reduction is limited to the total creditor’s rights of the securities company for tianwu import and export of 18050318248 yuan; 4. Reduction period: if the reduction is carried out by means of centralized bidding trading, the reduction period is expected to be within 6 months after 15 trading days from the date of disclosure of this announcement;
5. Reduction method: reduction through centralized bidding, block trading or agreement transfer (among them, the total number of shares reduced through centralized bidding trading shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days; for reduction through block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the company within any continuous 90 natural days);
6. Reduction price: determined according to the market price and trading mode at the time of reduction, and according to the relevant resolutions of the competent authority, it shall not be less than 13.44 yuan / share (only for centralized bidding and block trading);
(II) the proposed passive reduction is consistent with the shareholding intention and commitment previously disclosed by tianwu import and export. 4、 Relevant risk tips
(I) as the specific implementation of this passive reduction is mainly determined by the competent authority and creditors according to the market conditions, the company’s share price and other conditions, whether or not to implement it in part and the specific time of implementation. There are uncertainties in the reduction time, reduction quantity and reduction price in this reduction plan. Tianwu import and export will timely perform the obligation of information disclosure according to the progress of the plan.
(II) tianwu Imp. & Exp. is a shareholder holding more than 5% of the company’s shares and is not a controlling shareholder of the company. Its passive share reduction plan will not lead to the change of the company’s control.
(III) the company will urge tianwu import and export to implement the share reduction plan in strict accordance with relevant laws and regulations, such as several provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies and the implementation rules for share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
Please pay attention to investment risks.
5、 Documents for future reference
(I) notification letter submitted by tianwu import and export.
It is hereby announced
Hbis Resources Co.Ltd(000923) board of directors
May 20, 2002
