Securities code: 002539 securities abbreviation: Chengdu Wintrue Holding Co.Ltd(002539) Announcement No.: 2022-006 Chengdu Wintrue Holding Co.Ltd(002539)
Announcement on signing conditional subscription agreement and related party transactions with persons acting in concert with the actual controller
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.
Special risk tips:
1. Chengdu Wintrue Holding Co.Ltd(002539) (hereinafter referred to as “the company”) intends to make a non-public offering of shares to no more than 35 specific objects, including Ms. Mou Jiayun (hereinafter referred to as “this offering” or “this non-public offering”). Since Ms. Mou Jiayun is the person acting in concert as the actual controller of the company, her subscription for the company’s non-public offering constitutes a connected transaction.
2. The company’s non-public offering of shares can only be implemented after it is deliberated and approved by the general meeting of shareholders and approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”). The related shareholders involved in this non-public offering will avoid voting when the relevant proposals are considered at the general meeting of shareholders.
3. Whether the non-public offering plan can be approved or approved, and the time of approval or approval is uncertain. Please pay attention to the investment risk.
1、 Overview of related party transactions
1. The company plans to issue no more than 303.03 million A-Shares (including) in a non-public manner to no more than 35 specific objects that meet the conditions specified by the CSRC, including Ms. Mou Jiayun, the actual controller of the company, including securities investment fund management companies, securities companies, trust companies, finance companies Asset management companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign investors (including self operated accounts or managed investment product accounts of the above investors), other legal person investors and natural persons in accordance with laws and regulations. Among them, the total amount of funds for Ms. Mou Jiayun to subscribe for the non-public offering of shares is not less than 200 million yuan. As Ms. Mou Jiayun is the person acting in concert as the actual controller of the company, Ms. Mou Jiayun’s subscription for the non-public offering of shares constitutes a connected transaction.
2. On January 13, 2022, the company signed the non-public development bank share subscription agreement (hereinafter referred to as “subscription agreement” or “this Agreement”) with Ms. Mu Jiayun.
3. On January 13, 2022, the company held the 31st meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors, deliberated and adopted the proposal on signing conditional non-public development bank share subscription agreement with the concerted action of the actual controller and other related transactions, including Ms. Mou Jiayun, the related director Mr. Song Rui has avoided voting during the deliberation of relevant proposals. When the proposals related to this non-public offering are submitted to the general meeting of shareholders for deliberation, the related shareholders will avoid voting. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the above matters involving connected transactions.
4. This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation and approval and the CSRC for approval. 5. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of related party Ms. Mou Jiayun
As of the disclosure date of this announcement, Ms. Mou Jiayun directly held 106.212 million shares of the company and 8.5 million shares of the company through the “abama Yuanxiang dividend No. 31 private securities investment fund” of Zhuhai abama Asset Management Co., Ltd, Through the “abama Yuanxiang dividend No. 32 private securities investment fund” of Zhuhai Alabama Asset Management Co., Ltd., she holds 8.5 million shares of the company, and Ms. Mou Jiayun holds a total of 123.212 million shares of the company, accounting for 12.20% of the total share capital of the company. Ms. Mou Jiayun and song Rui, the controlling shareholder and actual controller of the company, are the mother child relationship and the persons acting in concert with Mr. Song Rui. Ms. Mou Jiayun is not a person who has broken her promise. Resume of Ms. Mou Jiayun: female, born in 1947, Chinese nationality, without overseas permanent residency, residing in Jinniu District, Chengdu City, Sichuan Province. She has been the chairman of the company since 2002.
3、 Basic information of related party transactions
1. Subject matter of transaction
The subject matter of this transaction is the shares of this non-public offering to be subscribed by Ms. Mou Jiayun, with a total subscription capital of no less than 200 million yuan. The specific subscription amount shall be subject to the specific review or adjustment of the CSRC, and the number of shares subscribed shall be determined by the sponsor (lead underwriter) and Ms. Mou Jiayun (hereinafter referred to as the “Subscriber”) through consultation within the range of not less than the total subscription amount according to the issuance price.
The subscriber’s current subscription quantity = the subscriber’s total subscription amount ÷ the subscriber’s current subscription price.
2. Pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period. The issuing price of this non-public offering shall not be less than 80% of the average price of the company’s shares on the 20 trading days before the pricing benchmark date (average price of shares on the 20 trading days before the pricing benchmark date = total amount of shares on the 20 trading days before the pricing benchmark date ÷ total amount of shares on the 20 trading days before the pricing benchmark date). In case of ex dividend events such as cash dividends and dividends from the pricing base date to the issuance date of the company’s shares, or ex dividend events such as share distribution, share allotment and conversion of capital reserve into share capital, the issuance reserve price of the non-public offering (i.e. 80% of the average trading price of the shares 20 trading days before the pricing base date, the same below) will be adjusted accordingly.
The final issue price of the non-public offering will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation of the issuing object and the principle of price priority after the company obtains the approval of the CSRC on the offering. Ms. Mou Jiayun does not participate in the inquiry process of this offering pricing, but promises to accept the bidding results of other issuing objects and subscribe at the same price as other issuing objects. If there is no subscription quotation or no effective quotation in this non-public offering, and the issue price is finally not generated through inquiry, Ms. Mou Jiayun will continue to participate in the subscription and take the base price of this offering as the subscription price, with the total subscription amount not less than 200 million yuan.
4、 Main contents of the subscription agreement
On January 13, 2022, the company signed the subscription agreement with Ms. Mou Jiayun. The main contents of the agreement are as follows:
1. Agreement subject
Party A: Chengdu Wintrue Holding Co.Ltd(002539) (the “issuer”)
Party B: Mou Jiayun (the “Subscriber”)
2. Underlying shares
2.1 the issuer’s proposed non-public offering of RMB common shares (A shares) shall not exceed 30% of the issuer’s total share capital before this offering, that is, not more than 303.03 million shares (including this number), with a par value of RMB 1. The final issuance quantity shall be determined by the board of directors of the issuer through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders. If the issuer’s shares are changed from the announcement date of the resolution of the board of directors to the issuance date, capital reserve is converted into share capital, repurchase or other reasons, the upper limit of the number of shares in this non-public offering will be adjusted accordingly.
2.2 the total subscription amount of the subscriber shall not be less than 200 million yuan. The specific subscription amount shall be adjusted according to the specific examination and approval of the CSRC; The corresponding number of subscribed shares shall be determined by the sponsor (lead underwriter) and the subscriber through negotiation within the range of not less than the total subscription amount according to the issuance price.
The subscriber’s current subscription quantity = the subscriber’s total subscription amount ÷ the subscriber’s current subscription price.
2.3 the shares of this non-public offering are planned to be listed in Shenzhen Stock Exchange, and the specific listing arrangement of shares will be determined after consultation with China Securities Regulatory Commission, Shenzhen Stock Exchange and securities registration and settlement institutions.
3. Subscription price and subscription method
3.1 the pricing benchmark date of this non-public offering is the first day of the offering period.
3.2 both parties agree to take the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies as the pricing basis for this non-public offering of shares. According to the foregoing provisions, the price of this non-public offering of the issuer shall not be lower than 80% (i.e. “issuance reserve price”) of the average transaction price of the issuer’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below).
The average trading price of the issuer’s shares 20 trading days before the pricing benchmark date = the total trading volume of the issuer’s shares 20 trading days before the pricing benchmark date ÷ the total trading volume of the issuer’s shares 20 trading days before the pricing benchmark date.
If the issuer’s shares have ex dividend matters such as cash dividends and dividends from the pricing benchmark date of this non-public offering to the issuance date, or ex dividend matters such as share distribution, share allotment and conversion of capital reserve into share capital, the issuance reserve price of this non-public offering will be adjusted accordingly. The final issue price will be determined by the board of directors of the issuer in consultation with the sponsor (lead underwriter) after the issuer obtains the approval of the CSRC for this non-public offering, according to the subscription quotation of the issuing object and in accordance with the principle of price priority. 3.3 the subscriber does not participate in the inquiry process of the non-public offering market, but promises to accept the bidding results of other issuers and subscribe for the shares of the non-public offering at the same price as other issuers. If there is no subscription quotation or no effective quotation in this non-public offering and the issuance price is not finally generated through inquiry, the subscriber promises to subscribe for the shares of this non-public offering at the issuance reserve price of this non-public offering, and the subscription quantity shall be subject to Article 2 of this agreement.
4. Source of subscription funds, payment method and stock delivery
4.1 the subscriber confirms that it will participate in the subscription of the issuer’s non-public offering shares with its own legally owned funds, has the subscription ability, and will hold the subscribed shares in the account of the subscriber in the securities registration and clearing institution.
4.2 the Subscriber agrees that within 5 working days from the date when the issuer’s non-public offering of shares is approved by the CSRC and the subscriber receives the payment notice issued by the issuer or the recommendation institution (lead underwriter), all the subscription price shall be transferred in cash to the account specially opened by the recommendation institution (lead underwriter) for this offering, After the capital verification is completed and the relevant expenses are deducted, it shall be transferred to the special storage account of the issuer’s raised funds.
4.3 after the subscriber pays the subscription money, the issuer shall go through the stock registration formalities with the securities registration and clearing institution as soon as possible, so that the subscriber can become the legal holder of the subscribed shares.
5. Restricted period
The subscriber undertakes that if the subscriber and the person acting in concert hold no more than 2% of the shares issued by the Issuer on the date of the end of this offering, the shares of the issuer subscribed by the subscriber shall not be transferred within 18 months from the date of the end of this offering; If the subscriber and the person acting in concert hold more than 2% of the shares issued by the issuer than 12 months before the end of the issuance, the shares of the issuer subscribed by the subscriber shall not be transferred within 36 months from the end of the issuance. If the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on exemption from the restriction period of the acquirer in the tender offer are adjusted before the non-public offering, the specific counter sale period of the non-public offering shall be adjusted accordingly. During the restricted sale period, the shares derived from the company’s distribution of stock dividends, conversion of capital reserve into share capital, allotment of shares, conversion of convertible creditor’s rights into shares, etc. shall also comply with the above restricted sale arrangements.
The subscriber shall issue relevant lock-in commitments for the shares subscribed in this non-public offering in accordance with relevant laws and regulations and the relevant provisions of the CSRC and the stock exchange, and handle relevant share lock-in matters in accordance with the requirements of the issuer.
6. Effectiveness and termination of the agreement
6.1 this Agreement shall be established after being signed by the legal representative or authorized representative of the issuer, stamped with the official seal and signed by the subscriber, and shall come into force after meeting all the following conditions:
(1) The board of directors of the issuer has approved the non-public offering plan and the subscriber’s subscription of the issuer’s non-public offering in cash as agreed in this Agreement;
(2) The shareholders’ meeting of the issuer has approved the non-public offering plan and the subscribers’ subscription of the issuer’s non-public offering in cash as agreed in this Agreement;
(3) The CSRC approved the non-public offering.
6.2 after this agreement takes effect, it shall constitute a binding document between the issuer and the subscriber on the subscription of shares.
Both parties agree that this Agreement shall be terminated from the date of any of the following circumstances:
(1) According to its actual situation and relevant laws and regulations, the issuer considers that this issuance can no longer achieve the purpose of issuance, and voluntarily withdraws the application materials from the CSRC;
(2) The obligations of both parties under this Agreement have been fully performed;
(3) Both parties agree to terminate the contract;
(4) Other circumstances under which this Agreement shall be terminated in accordance with relevant laws and regulations.
5、 Purpose of related party transactions and its impact on the company
After the funds raised from this non-public offering are in place, it will increase the company’s net assets and reduce the company’s asset liability ratio, which is conducive to preventing the company’s financial risks. In the medium and long term, the company will further improve its production capacity and enrich its product line through this non-public offering, effectively support the sustainable development of the company’s businesses and consolidate the company’s profitability.
Prior to the non-public offering, song Rui and his persons acting in concert held a total of 448826549 shares of the company, which was the controlling shareholder and actual controller of the company. After the completion of this non-public offering, song Rui and his persons acting in concert will still maintain the controlling position. Therefore, this issuance will not lead to changes in the company’s control. This connected transaction will not adversely affect the independent operation, financial status and operating results of the company.
6、 From the beginning of 2022 to the disclosure date, the company has accumulated the total amount of various related party transactions with the related person. From the beginning of 2022 to the disclosure date of this announcement, the company has no other related party transactions with Mou Jiayun and her concerted actors except that Ms. Mou Jiayun and her concerted actors provide free guarantee for the financing of the company.
7、 Prior approval and independent opinions of independent directors
The independent directors of the company issued the prior approval opinions on the transaction, which unanimously agreed to submit the transaction to the board of directors for deliberation, and expressed the agreed independent opinions on the transaction, as follows:
1. Prior approval opinion
(1) The objects of the company’s non-public offering of shares are no more than 35 specific objects, including Ms. Mou Jiayun, the concerted action of the company’s actual controller. Therefore, the non-public offering involves related party transactions. Non conditional agreement signed between the company and Ms. Mou Jiayun
