Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd
Guangzhou Jinnong industrial investment partnership (limited partnership) is exempted from acquiring Shenzhen Kingsino Technology Co.Ltd(002548) by offer
Continuous supervision summary report
Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. (hereinafter referred to as “founder underwriting sponsor” or “financial consultant”) accepts the entrustment, Served as the financial adviser of Guangzhou Jinnong industrial investment partnership (limited partnership) (hereinafter referred to as “Guangzhou Jinnong” or “purchaser”, formerly known as “Guangzhou Bay Jinnong investment partnership (limited partnership)”) exempt from the acquisition of Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as ” Shenzhen Kingsino Technology Co.Ltd(002548) ” or “listed company”) by offer, in accordance with the securities law of the people’s Republic of China According to the measures for the administration of the acquisition of listed companies, the measures for the administration of the financial advisory business of the merger and reorganization of listed companies and other relevant provisions, founder’s underwriting sponsor has been on May 7, 2021, September 13, 2021 and November 9, 2021 respectively, Issued the continuous supervision opinions of Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. on the exemption of Guangzhou Bay Jinnong investment partnership (limited partnership) from acquiring Shenzhen Kingsino Technology Co.Ltd(002548) by offer in 2020 and the first quarter of 2021 The semi annual continuous supervision opinions of Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. on Guangzhou Jinnong industry investment partnership (limited partnership) exemption from the acquisition of Shenzhen Kingsino Technology Co.Ltd(002548) by offer in 2021 Continuous supervision opinions of Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. on Exemption of Guangzhou Jinnong industry investment partnership (limited partnership) from acquiring Shenzhen Kingsino Technology Co.Ltd(002548) by offer in the third quarter of 2021. In accordance with the provisions of relevant laws and regulations, through daily communication, combined with Shenzhen Kingsino Technology Co.Ltd(002548) periodic reports and temporary announcements, the financial advisor has made standardized operation, information disclosure, performance of public commitments, and The implementation of follow-up plans, etc. shall issue a continuous supervision summary report, with the specific contents as follows:
1、 Delivery or transfer of trading assets
The acquisition method of this acquisition is that Guangzhou Jinnong subscribes 128499507 non-public shares of Shenzhen Kingsino Technology Co.Ltd(002548) in cash. After the acquisition, Guangzhou Jinnong holds Shenzhen Kingsino Technology Co.Ltd(002548) 250699507 shares, accounting for 36.28% of the total share capital after Shenzhen Kingsino Technology Co.Ltd(002548) issuance. This acquisition will not lead to the change of control of the listed company, and the controlling shareholder of the listed company is still Guangzhou Jinnong.
On October 9, 2020, Shenzhen Kingsino Technology Co.Ltd(002548) received the reply on approving Shenzhen Kingsino Technology Co.Ltd(002548) non-public development of shares issued by China Securities Regulatory Commission (zjxk [2020] No. 2403) and approved its non-public offering. On December 30, 2020, 128499507 new shares issued this time were listed on Shenzhen Stock Exchange.
After verification, the financial consultant believes that the equity transfer procedures involved in the acquisition have been completed according to law, and the listed company has performed the information disclosure procedures according to law.
2、 Corporate governance and standardized operation
After verification, during the continuous supervision period, Shenzhen Kingsino Technology Co.Ltd(002548) has standardized its operation in accordance with the provisions of the CSRC on the governance of listed companies and the requirements of the Listing Rules of Shenzhen Stock Exchange, and has established a good corporate governance structure and a standardized internal control system; The general meeting of shareholders, the board of directors and the board of supervisors of the listed company operate independently, and it is not found that they violate the relevant provisions of the corporate governance and internal control system. The acquirer exercises the shareholder rights of Shenzhen Kingsino Technology Co.Ltd(002548) according to law, and the acquirer does not require Shenzhen Kingsino Technology Co.Ltd(002548) to provide guarantees or loans in violation of regulations to damage the interests of the listed company. 3、 Performance of public commitments by the acquirer and its persons acting in concert
According to the Shenzhen Kingsino Technology Co.Ltd(002548) acquisition report (hereinafter referred to as the “acquisition report”), the acquirer has made relevant commitments to maintain Shenzhen Kingsino Technology Co.Ltd(002548) independence, avoid horizontal competition and standardize related party transactions.
After verification, the acquirer did not violate relevant commitments during the continuous supervision period.
4、 Implementation of follow-up plan
(I) plans for changes or major adjustments to the main business of the listed company
After verification, during the continuous supervision period, the acquirer has no specific plan to change the main business of the listed company or adjust the main business of the listed company.
(II) on April 26, 2021, the listed company held the 9th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the proposed listing and sale of equity of wholly-owned subsidiaries, in order to revitalize the company’s assets, optimize resource allocation and focus on the core development strategy of pig breeding, It is agreed that the company will sell 100% equity of Shenzhen yinghuaxunfang Communication Technology Co., Ltd. (hereinafter referred to as “yinghuaxunfang”), a wholly-owned subsidiary, in Nanfang United Property Rights Trading Center Co., Ltd., and authorize the management of the listed company to communicate with the intended transferee and cooperate with the performance of due diligence and audit procedures. On June 3, 2021, within the scope of the resolution and authorization of the ninth meeting of the Fifth Board of directors of the listed company, the listed company lowered the listing price to 26903072 yuan, and continued to list and transfer 100% equity of yinghuaxun in Nanfang united property rights trading center.
On September 13, 2021 and September 30, 2021, the listed company held the 16th (extraordinary) meeting of the Fifth Board of directors and the fifth extraordinary general meeting of shareholders in 2021 respectively, deliberated and adopted the proposal on listing and selling the equity of subordinate companies. The listed company aims to revitalize the company’s assets, optimize the asset structure, promote the return of funds and focus on the development of its main business, Sell the equity of subordinate companies through public listing in the property rights trading center. The specific equity of subordinate companies listed for sale: sell 100% equity of the subordinate Sun company Wuhan Tianzhong agricultural science and Technology Development Co., Ltd. at the listing price of 138981200 yuan; Sell 100% equity of its subsidiary Wuhan Tianzhong Industrial Co., Ltd. at the listing price of 16.8177 million yuan; Sell 100% equity of yinghuaxun at the listing price of RMB 258 million; Sell 100% equity of Shenzhen Shenshan special cooperation zone Shenzhen Kingsino Technology Co.Ltd(002548) Biotechnology Co., Ltd. at the listing price of RMB 211826100.
According to the authorization of the fifth extraordinary general meeting of shareholders in 2021, the management of the listed company can adjust the listing price, communicate with the intended transferee, cooperate in performing due diligence and review procedures, etc. On October 19, 2021, the management of the listed company decided to re list “100% equity of Shenzhen Yinghua Xunfang Communication Technology Co., Ltd.” in the South united property rights trading center, and adjust the transfer base price to 131.9851 million yuan; Re listed the project of “100% equity of Shenzhen Shenzhen Shantou Special Cooperation Zone Shenzhen Kingsino Technology Co.Ltd(002548) Biotechnology Co., Ltd.” and adjusted the transfer base price to 165 million yuan.
On October 28, 2021, the listed company received the letter of confirmation of transfer qualification from Nanfang united property rights trading center: “as of the expiration of the information announcement, one intended transferee has been obtained, the intended transferee Chen Junhai, and the proposed transfer price is RMB 131.9851 million”. The counterparty of this transaction is Mr. Chen Junhai, vice chairman of the listed company. According to the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. The related party transaction was deliberated and approved at the 18th (Interim) meeting of the Fifth Board of directors of the listed company, the related director Mr. Chen Junhai avoided voting, and the independent directors of the listed company approved the related party transaction in advance and expressed independent opinions. On November 2, 2021, the listed company held the 17th (Interim) meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on the transfer of 100% equity and related party transactions of the subsidiary Shenzhen Yinghua Xunfang Communication Technology Co., Ltd. by delisting by the vice chairman of the company. On November 2, 2021, the listed company continuously supervised the recommendation institution Citic Securities Company Limited(600030) to issue the verification opinions on Citic Securities Company Limited(600030) selling 100% equity of its subsidiaries and related party transactions. The recommendation institution has no objection to this related party transaction.
After verification, the above-mentioned sale of equity of subsidiaries is required by the actual situation of the listed company to revitalize its assets and focus on its main business, and fulfill the above decision-making procedures and information disclosure obligations. During the continuous supervision period, the acquirer has no plans to sell, merge, joint venture or cooperate with others on the assets and businesses of the listed company or its subsidiaries, or restructuring plans related to the purchase and replacement of assets by the listed company.
(III) adjustment plan for the current directors, supervisors and senior managers of the listed company on July 2, 2021, the board of directors of the listed company received the resignation applications of Mr. Xia Hou Guofeng, the independent director Mr. Ji Zhibin and the general manager Mr. Yang Hualin. Mr. Xia Hou Guofeng applied for resignation as a director of the 5th board of directors and a member of the remuneration and assessment committee of the board of directors of the listed company for personal reasons; Mr. Ji Zhibin applied for resignation as an independent director of the 5th board of directors of the listed company, chairman of the nomination committee of the board of directors and member of the audit committee of the board of directors for personal reasons; Mr. Yang Hualin applied for resignation as general manager of the listed company for personal reasons.
On July 2, 2021, the board of supervisors of the listed company received the resignation application of Mr. Liu huanliang, chairman of the board of supervisors and supervisor. Mr. Liu huanliang applied for resignation from the chairman and supervisor of the board of supervisors of the listed company for personal reasons. On July 3, 2021, the listed company held the 12th (Interim) meeting of the Fifth Board of directors, deliberated and adopted the proposal on by election of directors of the company, the proposal on by election of independent directors of the company and the proposal on appointment of the general manager of the company, and agreed to appoint Mr. Zhao Zukai as the general manager of the listed company.
On July 3, 2021, the listed company held the 12th (Interim) meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on by election of supervisors of the company, and agreed to by elect Mr. Li Xinnian as the shareholder representative supervisor of the Fifth Board of supervisors of the listed company.
On July 21, 2021, the listed company held the third extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on by election of directors of the company, the proposal on by election of independent directors of the company and the proposal on by election of supervisors of the company, and agreed to by election Mr. Wang Xiaoxing as a non independent director of the Fifth Board of directors of the listed company Mr. Wang Lixin is an independent director of the Fifth Board of directors of the listed company, and Mr. Li Xinnian is a supervisor of the Fifth Board of supervisors of the listed company.
On July 21, 2021, the listed company held the 13th (Interim) meeting of the Fifth Board of supervisors and agreed to elect Mr. Li Xinnian as the chairman of the Fifth Board of supervisors of the listed company.
On August 6, 2021, the board of directors of the listed company received the resignation application of chairman Liu Feng. Mr. Liu Feng applied for resignation from the 5th board of directors, chairman of the board of directors, chairman of the strategy committee of the board of directors and all his positions in the company’s subsidiaries for personal reasons.
On August 12, 2021, the listed company held the 13th (Interim) meeting of the 5th board of directors, deliberated and adopted the proposal on by election of directors of the company, and agreed to by election Mr. Hao Lihua as a non independent director of the 5th board of directors of the listed company.
On August 27, 2021, the listed company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on by election of directors of the company, and agreed to by election Mr. Hao Lihua as a non independent director of the Fifth Board of directors of the listed company. On August 27, 2021, the listed company held the 14th (Interim) meeting of the Fifth Board of directors, deliberated and adopted the proposal on by election of the chairman of the company, and agreed to by elect Mr. Hao Lihua as the chairman of the Fifth Board of directors of the listed company.
On November 8, 2021, the listed company held the 19th (Interim) meeting of the Fifth Board of directors, deliberated and adopted the proposal on the appointment of deputy general manager of the company, and the board of directors agreed to appoint Mr. Qian Zilong as the deputy general manager of the listed company.
On December 6, 2021, the listed company announced the announcement on the resignation of the company’s directors. Mr. Wang Xiaoxing and Mr. Xiao Shilian applied for resignation as directors of the Fifth Board of directors and members of the special committee under the board of directors for personal reasons.
On December 24, 2021, the 21st (Interim) meeting of the Fifth Board of directors held by the listed company deliberated and adopted the proposal on by election of directors of the company, and agreed to nominate Ms. Dai Yibo and Mr. Chen Lijian as candidates for non independent directors of the Fifth Board of directors of the company, which needs to be deliberated and approved by the general meeting of shareholders.
It is verified that the reasons for the resignation of the above directors, supervisors and senior managers are personal reasons, and the relevant changes have fulfilled the corresponding decision-making procedures and information disclosure obligations. In addition to the above matters, there are no other changes in the members of the board of directors, the members of the board of supervisors and the senior managers of the listed company during the continuous supervision period.
(IV) plans for amending the articles of association of listed companies
The registered capital and total number of shares of Shenzhen Kingsino Technology Co.Ltd(002548) have changed due to the conversion of convertible corporate bonds of listed companies, the non-public issuance of shares in 2020 and the proposed repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. Shenzhen Kingsino Technology Co.Ltd(002548) the seventh (Interim) meeting of the Fifth Board of directors of the listed company and the second extraordinary general meeting of shareholders in 2021 were held on January 29, 2021 and March 2, 2021 respectively, and the proposal on changing the registered capital and amending some articles of the articles of association of the listed company was deliberated and adopted to modify the registered capital and the total number of shares of the original articles of association of the listed company.
Shenzhen Kingsino Technology Co.Ltd(002548) on April 26, 2021 and May 20, 2021, the ninth meeting of the Fifth Board of directors and the 2020 general meeting of shareholders of the listed company were held respectively. The proposal on changing the company’s business scope and amending the articles of association was deliberated and adopted to modify the business scope of article 13 of the articles of association of the listed company, Add “catering service; parking service in parking lot; property service qualification” to the business scope.
The registered capital and total number of shares of Shenzhen Kingsino Technology Co.Ltd(002548) changed due to the conversion of convertible corporate bonds of listed companies. Shenzhen Kingsino Technology Co.Ltd(002548) on August 30, 2021, 202
