Securities code: 002539 securities abbreviation: Chengdu Wintrue Holding Co.Ltd(002539) Announcement No.: 2022-009 Chengdu Wintrue Holding Co.Ltd(002539)
Announcement on requesting the general meeting of shareholders to approve the exemption of subscription objects and persons acting in concert from holding more shares of the company by offer
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.
Chengdu Wintrue Holding Co.Ltd(002539) (hereinafter referred to as “the company”) intends to raise funds by non-public offering of shares to no more than 35 specific objects, including Ms. Mou Jiayun, the person acting in concert as the actual controller of the company (hereinafter referred to as “the non-public offering”). The company held the 31st meeting of the 5th board of directors on January 13, 2022, and deliberated and adopted the proposal on submitting the general meeting of shareholders to approve the subscription object and its concerted action to be exempted from increasing the company’s shares by offer, which needs to be deliberated by the general meeting of shareholders of the company.
Before the non-public offering, Ms. Mou Jiayun, the controlling shareholder and actual controller of the company, Mr. Song Rui and Mr. Zhang Mingda, and the “abama Yuanxiang dividend No. 99 private securities investment fund” and “abama Yuanxiang dividend No. 100 private securities investment fund” managed by Zhuhai abama Asset Management Co., Ltd “Abama Yuanxiang dividend No. 31 private securities investment fund” and “abama Yuanxiang dividend No. 32 private securities investment fund” are persons acting in concert, holding 448826549 shares of the company, accounting for 44.43% of the total share capital of the company. After the completion of this non-public offering, assuming that the maximum number of shares issued is 303.03 million, since Ms. Mou Jiayun’s subscription for this offering is not less than 200 million yuan, the proportion of the total number of shares held by Ms. Mou Jiayun and the persons acting in concert may exceed 44.43%. If the equity ratio controlled by Ms. Mou Jiayun and her concerted actors is higher than that before the non-public offering due to the non-public offering of shares, according to Article 63 of the measures for the administration of the acquisition of listed companies, Then this non-public offering of shares will cause Ms. Mou Jiayun and her persons acting in concert to trigger the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies.
Ms. Mou Jiayun made the following commitments on the restricted sale period of the shares issued this time: 1. If Ms. Mou Jiayun and her concerted actors hold no more than 2% of the shares issued by the company on the date of the end of this issuance, the shares issued this time shall not be transferred within 18 months from the date of the end of this issuance; 2. On the contrary, if Ms. Mou Jiayun and her persons acting in concert hold more than 2% of the issued shares of the company than 12 months before the end of this issuance, the shares subscribed for this issuance shall not be transferred within 36 months from the end of this issuance.
According to the provisions of the measures for the administration of the acquisition of listed companies, with the approval of the general meeting of shareholders of listed companies and non affiliated shareholders, and in accordance with the provisions of the measures for the administration of the acquisition of listed companies, relevant investors may be exempted from submitting exemption applications and directly apply to the stock exchange and securities registration and clearing institution for handling the procedures of share transfer and transfer registration. Ms. Mou Jiayun has made the above commitment on the restricted sale period of the shares subscribed for this issuance. After the approval of the non affiliated shareholders of the general meeting of shareholders of the company, Ms. Mou Jiayun’s behavior of obtaining the issuance of new shares by the listed company in this non-public offering is in line with the exemption from making an offer stipulated in Article 63 of the law on the administration of the acquisition of listed companies. In conclusion, the board of directors of the company agreed to submit to the general meeting of shareholders for approval that Ms. Mou Jiayun and her persons acting in concert should be exempted from issuing the acquisition offer, and the related shareholders should avoid voting.
It is hereby announced.
Chengdu Wintrue Holding Co.Ltd(002539) board of directors January 15, 2022
