Securities code: Guanfu Holdings Co.Ltd(002102) securities abbreviation: St Guanfu Announcement No.: 2022051 Guanfu Holdings Co.Ltd(002102)
Suggestive announcement on the listing and circulation of restricted shares in major asset restructuring
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 tips:
1. The number of shares to be released this time is 272327355, accounting for 103396% of the total shares of the company; 2. The listing and circulation date of the restricted shares is May 25, 2022.
1、 Basic information of the restricted shares
Guanfu Holdings Co.Ltd(002102) (hereinafter referred to as “the company”) carried out major asset restructuring in 2016 and purchased 100% equity of Shanghai Sumi Information Technology Co., Ltd. (hereinafter referred to as “Sumi information”) and raised supporting funds by issuing shares and paying cash. On December 28, 2016, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) issued the reply on approving Guanfu Holdings Co.Ltd(002102) to issue shares to purchase assets and raise supporting funds to Yujiang jinchuangying Investment Center (limited partnership) (zjxk [2016] No. 3192), The company is approved to issue 231478254 shares to Yujiang jinchuangying Investment Center (limited partnership) (now renamed “Shantou jinchuangying Investment Consulting Center (limited partnership)” hereinafter referred to as “jinchuangying”), 40849101 shares to Yujiang JinSu venture capital center (limited partnership) (now renamed “Shantou Jinsu Investment Consulting Center (limited partnership)” hereinafter referred to as “JinSu venture capital”) Issued 34398036 shares to Chen liequan, 13667028 shares to Zhuhai Guangfa Xinde environmental protection industry investment fund partnership (limited partnership), 10510509 shares to Bian Xiaokai, 4814367 shares to Wang Quansheng, 4504509 shares to Zhang Zhong, 4193850 shares to Wanlian Tianze Capital Investment Co., Ltd Issue 278916 shares to Zhuhai Kangyuan investment enterprise (limited partnership) to purchase 100% shares of plastic rice information. At the same time, the company is approved to issue no more than 120788558 new shares in a non-public manner to raise the matching funds for the purchase of assets by issuing shares this time.
344694570 new shares issued by the company’s purchase of assets are registered with China Securities Depository and Clearing Co., Ltd
After completing the registration procedures, the Shenzhen Branch of the company was listed on the Shenzhen Stock Exchange on January 20, 2017, which is a tradable share with limited sales conditions. The 102959061 new shares issued with the supporting raised funds were listed on Shenzhen Stock Exchange on March 13, 2017 after completing the registration procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and were tradable shares with limited sales conditions. After the issuance of the above shares, the total share capital of the company increased from 2186182659 shares to 2633836290 shares.
After the completion of the above major asset restructuring, the company has not changed the number of share capital due to distribution, conversion of reserve fund, etc., the total number of share capital of the company has not changed, and the application for lifting the restricted shares has not changed.
2、 Implementation of commitments by shareholders applying for lifting share restrictions this time
Sequence of commitment contents, commitment period, commitment number and behavior of holders of restricted shares
1. The promise of providing true, accurate and complete information shall be strictly fulfilled for a long time
2. The commitment on asset ownership shall be strictly fulfilled for a long time
3. The commitment on compliance operation shall be strictly fulfilled for a long time
4. Commitment on long-term and strict performance of commitments in the absence of Article 13 of the Interim Provisions
Commitment on share locking: major assets in 2016
The shares obtained by the group will not be transferred within 36 months from the date of listing on January 20, 2017. After that, it will be implemented in accordance with the relevant provisions of Jin chuangying, the Commission and Shenzhen Stock Exchange promised by the CSRC. 2020.1.19
JinSu venture capital strictly fulfilled 6 its commitment to avoid horizontal competition with listed companies and made long-term commitments
7. The commitment to reduce and standardize related party transactions with listed companies shall be strictly fulfilled for a long time
Performance commitment and compensation arrangement: 2016, 2017
Deduction of plastic rice information in 2018 and 2019
The net profit after non recurring profit and loss shall not be less than 115 million yuan. In 2016, it shall strictly fulfill the commitments of 8 yuan, 150 million yuan, 225 million yuan and Jiangsu Jujie Microfiber Technology Group Co.Ltd(300819) 4 million yuan to 2019.
During the profit compensation period, if the plastic rice information is realized
If the audited accumulated net profit is less than the promised net profit,
According to the cash consideration and shares obtained in this transaction
The proportion of the consideration is in the form of cash and shares according to the agreement
Agree to make profit compensation.
3、 Whether the holders of the shares that can be released from the restriction occupy the funds of the listed company, and whether the company provides guarantees in violation of laws and regulations
The company can release the restricted shares this time. The holders do not occupy the funds of the listed company, and the company does not provide guarantees for them in violation of laws and regulations.
4、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is May 25, 2022.
2. The number of restricted shares lifted this time is 272327355 shares, accounting for 103396% of the total shares of the company. 3. The number of shareholders applying for lifting the restrictions on the sale of shares is 2.
4. Details of the lifting of restrictions on the sale and listing of shares:
Unit: shares
The number of restricted shares held by the restricted shares released this time, the name of the holder, the total number of shares, the proportion of the number of shares in the total number of shares and the share capital of the company
1 jinchuangying 2314782542314782548.7887% 230499999
2 JinSu venture capital 40849101408491011.5509% 12000000
Total 272327355272327355103396% 242499999
5、 Changes in share capital structure after the lifting of restrictions
Unit: shares
Share type before this change, increase or decrease after this change
Quantity proportion (+, -) quantity proportion
1、 Restricted tradable shares / non tradable shares 502700221 (19.09% – 2723273552303728668.75%)
Executive locking shares 2303728668.75% 0 00%
Restricted shares after IPO 27232735510.34% – 2723273550 00%
2、 Tradable shares without sale conditions 21311306980.91% 272327355240346342491.25%
3、 Total number of shares 2633836290100.00% 02633836290100.00%
6、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the two shareholders applying for lifting the share restriction have strictly complied with the share locking commitment; The listing of restricted shares complies with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, and the stock listing rules of Shenzhen Stock Exchange; The information disclosure of the lifting of the ban on the circulation and listing of restricted shares is true, accurate and complete; The financial consultant has no objection to the listing of the shares.
7、 Documents for future reference
1. Application for listing and circulation of restricted shares;
2. Application form for listing and circulation of restricted shares;
3. List of share capital structure and list of restricted shares.
It is hereby announced.
Guanfu Holdings Co.Ltd(002102)
Board of directors
May 23, 2002
