Shanying International Holdings Co.Ltd(600567)
Summary of acquisition report (Revised)
Name of listed company: Shanying International Holdings Co.Ltd(600567) stock listing place: Shanghai Stock Exchange Stock abbreviation: Shanying International Holdings Co.Ltd(600567) Stock Code: Shanying International Holdings Co.Ltd(600567) purchaser: Zhejiang Taixin Industrial Co., Ltd. domicile / mailing address: Xitangqiao Street (Development Zone), Haiyan County, Jiaxing City, Zhejiang Province Room 706, building 1, No. 2529, Yedao Road, acting in concert: Fujian Taisheng Industrial Co., Ltd. domicile / mailing address: No. 2003, Meixue East Road, Huangshi Industrial Park, Licheng District, Putian City, Fujian Province acting in concert: Wu Liping domicile: Wenwen East Road, Zhenhai street, Licheng District, Putian City, Fujian Province communication address: Building 1, Huanyu International Plaza, No. 1769, Wenwen East Road, Zhenhai street, Licheng District, Putian City, Fujian Province acting in concert: Lin Wenxin domicile / communication address Address: Gongtong Road, Bantou village, Xialin street, Chengxiang District, Putian City, Fujian Province person acting in concert: Chen aining address / mailing address: Gongchen street, Licheng District, Putian City, Fujian Province
Date of signature: May 20, 2002
Statement of the acquirer and its persons acting in concert
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of the summary of this report.
1、 The summary of this report is prepared by the acquirer and its persons acting in concert in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the format and standards for the content of information disclosure of companies offering securities to the public No. 16 - Acquisition report of listed companies and other relevant laws, regulations and departmental rules.
2、 In accordance with the provisions of the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies, the summary of this report has fully disclosed the interests of the acquirer and its acting parties in Shanying International Holdings Co.Ltd(600567) company. As of the signing date of the summary of this report, except for the shareholding information disclosed in the summary of this report, the above acquirers and their concerted actors have not owned interests in Shanying International Holdings Co.Ltd(600567) by any other means.
3、 The summary of this report signed by the purchaser and its concerted actors has obtained the necessary authorization and approval, and its behavior does not violate or conflict with any provision in the articles of association or internal rules of the purchaser and its concerted actors.
4、 This acquisition is due to Zhejiang Taixin Industrial Co., Ltd. subscribing for Shanying International Holdings Co.Ltd(600567) non-public shares in cash. Zhejiang Taixin Industrial Co., Ltd. and its persons acting in concert hold more than 30% of the interests of Shanying International Holdings Co.Ltd(600567) in total, triggering the obligation of tender offer. According to the relevant provisions of Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in the shares in which he has interests in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, Investors may be exempted from submitting an application for exemption from offer and directly apply to the stock exchange and securities registration and settlement institution for handling the procedures of share transfer and transfer registration. This acquisition is subject to the deliberation and approval of the general meeting of shareholders of the listed company and the approval of the China Securities Regulatory Commission.
5、 This acquisition is based on the information stated in the summary of this report. Except for the acquirer and its persons acting in concert and the professional institutions hired, no other person has been entrusted or authorized to provide information not listed in the summary of this report and make any explanation or explanation on the summary of this report.
catalogue
The acquirer and its persons acting in concert declare that 1 interpretation Section 1 Introduction to the acquirer and its persons acting in concert four
1、 Basic information of the acquirer four
2、 Basic information of the acquirer acting in concert eight
3、 Description of the relationship between the acquirer and persons acting in concert eleven
Section 2 acquisition decision and acquisition purpose twelve
1、 The purpose of this acquisition is twelve
2、 Relevant procedures performed in this acquisition 12 3. Whether the acquirer intends to continue to increase the shares of the listed company or dispose of its ownership in the next 12 months
Yiyi's shares twelve
Section III acquisition method fourteen
1、 The acquisition of interests in listed companies before and after this acquisition fourteen
2、 Basic information of this acquisition fourteen
3、 The main contents of the contract related to this acquisition 16 IV. whether there are rights restrictions on the shares of Listed Companies in which the acquirer and its persons acting in concert have interests sixteen
5、 Whether there are special conditions attached to this acquisition and whether there is a supplementary agreement twenty-one
Section IV other important matters 22 the purchaser declares that 23. The person acting in concert declares that twenty-four
interpretation
Shanying International Holdings Co.Ltd(600567) , the company, the company, refers to Shanying International Holdings Co.Ltd(600567) listed company and issuer
Taixin industry and purchaser refer to Zhejiang Taixin Industry Co., Ltd
Taisheng industry refers to Fujian Taisheng Industry Co., Ltd
Putian Tianhong refers to Putian Tianhong Wood Products Co., Ltd
Huidong industry refers to Suzhou Huidong Industry Co., Ltd
The summary of this report refers to the summary of Shanying International Holdings Co.Ltd(600567) acquisition report (Revised Version)
This offering and this non-public offering refer to the non-public offering of A-Shares in Shanying International Holdings Co.Ltd(600567) 2022
The pricing benchmark date refers to the announcement date of the resolution of the 17th meeting of Shanying International Holdings Co.Ltd(600567) the eighth board of directors, i.e. May 9, 2022
The conditional effective share subscription contract Shanying International Holdings Co.Ltd(600567) and Fujian Taisheng Industrial Co., Ltd. refer to the conditional effective share subscription contract for non-public shares signed by (on behalf of Zhejiang Taixin Industrial Co., Ltd.)
The supplementary agreement between Shanying International Holdings Co.Ltd(600567) and Fujian Taisheng Industrial Co., Ltd. on the conditional effective share subscription contract refers to the supplementary agreement on the conditional effective share subscription contract for non-public shares signed by Zhejiang Taixin Industrial Co., Ltd
The articles of association refers to the Shanying International Holdings Co.Ltd(600567) articles of association
General meeting of shareholders means the general meeting of Shanying International Holdings Co.Ltd(600567) shareholders
Board of directors means Shanying International Holdings Co.Ltd(600567) board of directors
Board of supervisors refers to Shanying International Holdings Co.Ltd(600567) board of supervisors
Trading day refers to the normal trading day of Shanghai Stock Exchange
CSRC and CSRC refer to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Nordic paper refers to Nordic Paper Holdings AB and its subsidiaries
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Ordinary shares approved by the CSRC to be issued to domestic investors, listed on the domestic securities A-share index exchange, marked with the par value of the shares in RMB, subscribed and traded in RMB
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section 1 Introduction to the acquirer and its persons acting in concert
1、 Basic information of the purchaser
Basic information of the purchaser
As of the issuance date of the summary of this report, the basic information of Taixin industry is as follows:
Company name: Zhejiang Taixin Industrial Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit code 91330424mabmumnr87
Legal representative: Wu Mingwu
The registered capital is 50 million yuan
Date of establishment: May 16, 2022
Registered address: room 706, building 1, No. 2529, Yedao Road, Xitangqiao Street (Development Zone), Haiyan County, Jiaxing City, Zhejiang Province
General items: paper products manufacturing; Sales of paper products; Investment with self owned funds
Business scope activities; Research and development of emerging energy technologies; Unit logistics management services; Holding company service
Service; Import and export of goods; Technology import and export (except for projects subject to approval according to law,
Carry out business activities independently according to law with business license).
Acquirer's equity structure
As of the date of issuance of the summary of this report, the equity structure of Taixin industry is as follows:
Actual controller of the acquirer
The acquirer Taixin industry is a wholly-owned subsidiary of Taisheng industry. Wu Mingwu holds 65.36% of the equity of Taisheng industry, and Putian Tianhong, a one-man limited company invested and established by Wu Mingwu's spouse Xu Lifan, holds 10.49% of the equity of Taisheng industry. The two together hold 75.84% of the shares of Taisheng industry, which is the actual controller of the acquirer.
The basic information of Wu Mingwu and Xu Lifan is as follows:
Wumingwu, male, Hong Kong resident, China, ID number: r135(), address: Wenyan East Road, Zhenhai street, Licheng District, Putian City, Fujian Province.
Xulifan, female, Chinese nationality, ID number: 35032119670623, address: Wenyi East Road, Zhenhai street, Licheng District, Putian City, Fujian Province.
Core enterprises and core businesses controlled by the acquirer, its controlling shareholders and actual controllers
Joint venture and its main business
1. Core enterprises and affiliated enterprises controlled by the acquirer and its controlling shareholders
As of the signing date of the summary of this report, Taixin industry has no control over the enterprise. The controlling shareholder of Taixin industry is Taisheng industry. In addition to controlling Shanying International Holdings Co.Ltd(600567) and its subsidiaries, the basic information of other core enterprises and main affiliated enterprises controlled by Taisheng industry is as follows:
No. registered capital ownership structure main business of the company (10000 yuan)
1. MAANSHAN Shanying paper 2300000 Fujian Taisheng Industrial Co., Ltd. holds 100% industrial investment
Group Co., Ltd
Dangtu Yutai real estate Ma'anshan Shanying Paper Group Co., Ltd
2 Co., Ltd. 100000 51.00%, Fujian Taisheng Industrial Co., Ltd. holds 49.00% of real estate development shares
Ma'anshan Eagle real estate Ma'anshan Eagle Paper Group Co., Ltd
3 Co., Ltd. 100000 51.00%, Fujian Taisheng Industrial Co., Ltd. holds 49.00% of real estate development shares
4. Taisheng pulp and Paper Group has Shanghai Pudong Development Bank Co.Ltd(600000) yuan and Fujian Taisheng Industrial Co., Ltd. holds 100% industrial investment
Limited company
5 Fujian Huanyu real estate 1000000 Taisheng pulp and Paper Group Co., Ltd. holds 100% of the shares of real estate development Co., Ltd
Teng County, Jiangle County, Fujian Province
6 Rongda Forestry Co., Ltd. 335000 Taisheng pulp and Paper Group Co., Ltd. holds 100% of the shares for afforestation
department
7 Putian Taisheng Guoshu 800.00 Taisheng pulp and Paper Group Co., Ltd. holds 100% of mountain development and Fruit Development Co., Ltd
