Securities code: Risesun Real Estate Development Co.Ltd(002146) securities abbreviation: Risesun Real Estate Development Co.Ltd(002146) Announcement No.: Lin 2022044 Risesun Real Estate Development Co.Ltd(002146)
With regard to the announcement that the controlling shareholder acting in concert intends to terminate the implementation of the share increase plan of the company, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Risesun Real Estate Development Co.Ltd(002146) (hereinafter referred to as “the company”) recently received a notice from Rongsheng Venture Capital Co., Ltd. (hereinafter referred to as “Rongsheng venture capital”), the controlling shareholder of the company acting in concert, on the intention to terminate the implementation of the share increase plan of the company, and held the ninth meeting of the seventh board of directors and the sixth meeting of the seventh board of supervisors on May 20, 2022, The proposal that the controlling shareholder acting in concert intends to terminate the implementation of the share increase plan of the company was deliberated and adopted. The details are as follows:
1、 Basic information of shareholding increase plan
1. The purpose of increasing shares: Based on the confidence in the sustainable and stable development of the company in the future, the high recognition of the company’s management team and the serious undervaluation of the company’s share price at present.
2. The amount of additional shares: no less than 100 million yuan.
3. Price of increased shares: no price range is set for this increase. The increase plan will be implemented at an appropriate time according to the fluctuation of the company’s stock price and the overall trend of the capital market.
4. Implementation period of the shareholding increase plan:
On August 4, 2021, the company disclosed the announcement on the plan of Rongsheng Venture Capital Co., Ltd. to continue to increase its shares in the company (Announcement No.: Lin 2021097). Rongsheng venture capital plans to continue to increase its shares in the company by no less than RMB 100 million within 6 months from August 4, 2021.
Due to the holding increase window period, Rongsheng venture capital decided to extend the performance period of the share increase plan for 12 months, that is, the extended period from February 4, 2022 to February 4, 2023. In addition to the above adjustments, other contents of the original shareholding increase plan remain unchanged. For details, see the announcement on the extension of the plan of controlling shareholders acting in concert to increase the company’s shares (Announcement No.: Lin 2021145) disclosed by the company on December 24, 2021. The relevant proposals on this matter have been deliberated and adopted at the fifth meeting of the seventh board of directors, the fourth meeting of the seventh board of supervisors and the first extraordinary general meeting of shareholders in 2022.
To sum up, the implementation period of the share increase plan is from August 4, 2021 to February 4, 2023 (except for the period during which the share increase is not allowed by laws, regulations and business rules of Shenzhen Stock Exchange). During the implementation of the shareholding increase plan, if the trading of the company’s shares is suspended, it will be disclosed in time whether the implementation is postponed.
5. The way of increasing shares: centralized bidding transaction.
6. Lock up arrangement for increased shares: this increase will be implemented in accordance with relevant laws, regulations and relevant provisions of Shenzhen Stock Exchange. Rongsheng venture capital will not reduce its shares within the statutory lock up period.
2、 Implementation of shareholding increase plan
From August 4, 2021 to the disclosure date of this announcement, Rongsheng venture capital has increased Shanghai Pudong Development Bank Co.Ltd(600000) shares of the company through centralized bidding transactions, accounting for 0.01% of the total share capital of the company. The average increase price is 4.764 yuan / share, and the cumulative increase amount is 285834296 yuan.
3、 Reasons for the proposed termination of the shareholding increase plan
Recently, China’s market environment, economic environment, financing environment and other objective environment have changed greatly. Due to the impact of changes in the external environment, Rongsheng venture capital, as a private enterprise, is faced with limited financing channels, abnormal difficulties in fund raising and pressure on capital turnover. Rongsheng venture capital is expected to be unable to complete the fund-raising required by the shareholding increase plan within the specified time limit. Due to capital reasons, it is impossible to continue to implement the shareholding increase plan, After careful study, it is proposed to terminate the implementation of this shareholding increase plan.
4、 Review of the company
(I) deliberations of the board of directors
The company held the 9th meeting of the 7th board of directors on May 20, 2022, deliberated and passed the proposal on the plan of the controlling shareholder acting in concert to terminate the implementation of the share increase plan of the company, and the related directors Geng Jianming, Liu Shan and Li Aihong have avoided voting. The proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting on the proposal.
(II) deliberation of the board of supervisors
On May 20, 2022, the company held the sixth meeting of the seventh board of supervisors, deliberated and passed the proposal on the proposal of the controlling shareholder acting in concert to terminate the implementation of the share increase plan of the company, and the related supervisor Zou Jiali has avoided voting.
The board of supervisors believes that the deliberation and voting procedures of the controlling shareholders acting in concert to terminate the implementation of the share increase plan comply with the company law, the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, the articles of association and other relevant provisions, the reasons for the proposed termination are in line with the actual situation, and there is no situation that damages the interests of the company and non affiliated shareholders, especially the interests of minority shareholders.
(III) opinions of independent directors
After review, the independent directors believe that the deliberation and voting procedures of the controlling shareholder acting in concert to terminate the implementation of the share increase plan are in line with the provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, and the reasons for the controlling shareholder acting in concert to terminate the implementation of the share increase plan are in line with its actual situation. When the board of directors considered the proposal, the related directors avoided voting. We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Documents for future reference
1. Resolutions of the 9th meeting of the 7th board of directors of the company;
2. Resolutions of the sixth meeting of the seventh board of supervisors of the company;
3. Opinions of independent directors of the company;
4. Notice of Rongsheng venture capital on terminating the plan of increasing Risesun Real Estate Development Co.Ltd(002146) shares.
It is hereby announced.
Risesun Real Estate Development Co.Ltd(002146) board of directors
May 20, 2002
