Stock Code: 002341 stock abbreviation: Xinlun New Materials Co.Ltd(002341) Announcement No.: 2022-005 Xinlun New Materials Co.Ltd(002341)
Suggestive announcement on the transfer of some shares of the company by controlling shareholders through agreement
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.
Important:
1. The transfer of shares under this Agreement does not touch the tender offer;
2. The transfer of shares under this agreement will not lead to changes in the controlling shareholder and actual controller of the company;
3. The transfer of shares under this agreement can only be handled in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the compliance review of Shenzhen Stock Exchange. There is uncertainty whether it can pass the above compliance review. Please pay attention to the investment risk.
1、 Overview of this share transfer agreement
Xinlun New Materials Co.Ltd(002341) (hereinafter referred to as “the company” or ” Xinlun New Materials Co.Ltd(002341) “) recently received a notice from Mr. Hou Yi, the controlling shareholder of the company, that Mr. Hou Yi’s two stock pledges in Anxin Securities Asset Management Co., Ltd. (hereinafter referred to as “Anxin securities”) and one stock pledge contract of Huaxi Securities Co.Ltd(002926) (hereinafter referred to as ” Huaxi Securities Co.Ltd(002926) “) have been expected to be repurchased. The share transfer agreement (1) signed by Mr. Hou Yi with Wang Hao and Anxin securities on December 22, 2021 and the share transfer agreement (2) signed with Wang Hao and Huaxi Securities Co.Ltd(002926) have been terminated. For details, see the announcement on termination of transfer of controlling shareholder agreement (Public Notice No.: 2022-004) disclosed by the company.
On January 14, 2022, Mr. Hou Yi signed the share transfer agreement (01) with wanggongao and Anxin securities and the share transfer agreement (02) with wanggongao and Huaxi Securities Co.Ltd(002926) to dispose of some shares in the above stock pledge repurchase transaction by agreement transfer. Mr. Hou Yi plans to transfer 29500000 non tradable shares of the company held by him by agreement transfer, Accounting for 2.56% of the total shares of the company.
After the share transfer agreement, the changes of shares of all parties are as follows:
Name of shareholder shares held before this transfer shares held after this transfer
Proportion of shares (shares) to total share capital proportion of shares (shares) to total share capital
Hou Yi 255375811 22.16% 225875811 19.60%
Wang Gong Ao 0 0 29500000 2.56%
After the completion of this share transfer, Mr. Hou Yi holds 225875811 shares of the company, accounting for 19.60% of the total share capital of the company. (the above data shall be subject to the actual handling of share transfer procedures); Mr. Wang gongao holds 29500000 shares of the company, accounting for 2.56% of the total share capital of the company. The above shares are non tradable shares.
2、 Basic information of the transferor
(I) share transfer agreement (01) basic information of transfer parties
1. Transferor (Party A)
Name: Hou Yi
Gender: Male
Nationality: Chinese
ID number: 2205231969********
Mailing address: 13th floor, creative building, No. 3025, Nanhai Avenue, Nanshan District, Shenzhen, Guangdong
Right of abode in other countries or regions: none
2. Transferee (Party B)
Name: Wang gongao
Gender: Male
Nationality: Chinese
ID number: 2111031995******
Mailing address: Xinglongtai District, Panjin City, Liaoning Province******
Right of abode in other countries or regions: none
3. Pledgee (Party C)
Name: Anxin Securities Asset Management Co., Ltd
Unified social credit Code: 91440300ma5g21a082
Legal representative: Li Li
Address: A02 and B02, 27th floor, Allianz building, 4018 Jintian Road, Futian District, Shenzhen
Date of establishment: January 16, 2020
Registered capital: 100 million yuan
Scope: securities asset management. Securities asset management
4. Description of related relationship or other interest relationship
Mr. Hou Yi, the transferor, has no relationship with Mr. Wang gongao, the transferee, and Anxin securities, the pledgee, and is not a person acting in concert as stipulated in the administrative measures for the acquisition of listed companies.
(II) share transfer agreement (02) basic information of transfer parties
1. Transferor (Party A)
Name: Hou Yi
Gender: Male
Nationality: Chinese
ID number: 2205231969******
Mailing address: 13th floor, creative building, No. 3025, Nanhai Avenue, Nanshan District, Shenzhen, Guangdong
Right of abode in other countries or regions: none
2. Transferee (Party B)
Name: Wang gongao
Gender: Male
Nationality: Chinese
ID number: 2111031995******
Mailing address: Xinglongtai District, Panjin City, Liaoning Province******
Right of abode in other countries or regions: none
3. Pledgee (Party C)
Name: Huaxi Securities Co.Ltd(002926)
Unified social credit Code: 91510000201811328m
Legal representative: Yang jiongyang
Address: No. 198, Tianfu 2nd Street, high tech Zone, Chengdu, China (Sichuan) pilot Free Trade Zone
Date of establishment: July 13, 2000
Registered capital: 2625 million yuan
Business scope: securities investment consulting; Financial advisers related to securities trading and securities investment activities; Securities underwriting and recommendation; Self operated securities; Securities asset management; Selling securities investment funds on a commission basis; Margin trading; Selling financial products on a commission basis; Providing intermediary services for futures companies; Other businesses approved by the CSRC.
4. Description of related relationship or other interest relationship
Mr. Hou Yi, the transferor, has no relationship with Mr. Wang gongao and the pledgee Huaxi Securities Co.Ltd(002926) and is not a person acting in concert as stipulated in the administrative measures for the acquisition of listed companies.
3、 Main contents of share transfer agreement
(I) main contents of share transfer agreement (01)
1. Parties
Transferor (Party A): Hou Yi
Transferee (Party B): Wang gongao
Pledgee (Party C): Anxin Securities Asset Management Co., Ltd
2. Subject matter, method, time and price of this transfer
2.1 subject shares: 17000000 Xinlun New Materials Co.Ltd(002341) shares held by Party A and pledged to Party C, stock code 002341 SZ。
2.2 this share transfer: this share transfer has been approved by the pledgee. Party A shall transfer the 17000000 Xinlun New Materials Co.Ltd(002341) shares held by Party A to Party B by means of agreement transfer within the trading time agreed in this agreement. Party B shall transfer the above shares of Party A through agreement transfer in the designated account according to the agreed terms of this agreement.
2.3 time: the specific transfer time shall be subject to the agreement.
2.4 transfer price: Party A and Party B shall complete this transaction at the agreed time. The transfer price of this transaction is 70% of the closing price of Xinlun New Materials Co.Ltd(002341) shares on the trading day before the signing date of the agreement, that is, the transfer price of the underlying shares is 3.76 yuan / share, and the total transfer price is 63920000.00 yuan.
3. Payment method of transfer price
Party B shall pay 100% of the transfer price, i.e. RMB 63920000.00, to Party A on the day when Party A, Party B and Party C handle the transfer procedures of the subject shares to China Clearing Shenzhen company and before Party A and Party B pay the stamp duty and handling fee arising from the transfer of the subject shares. With the unanimous consent of Party A, Party B and Party C, Party B shall transfer all the subject share transfer price to Party C’s bank account designated by Party A according to the payment time agreed in this article. When Party A and Party C confirm that Party B transfers all the transfer price of the subject shares to the above designated account, Party B shall be deemed to have completed the payment of the transfer price.
4. Share transfer arrangement
4.1 within 5 working days from the date of signing this agreement, Party A, Party B and Party C shall submit an application for the transfer of the subject shares to Shenzhen Stock Exchange. Party A, Party B and Party C shall provide all documents to be delivered when handling the application for transfer of the subject share agreement in accordance with the provisions of this Agreement and the requirements of Shenzhen Stock Exchange.
4.2 Party A, Party B and Party C shall be responsible for applying to China Clearing Shenzhen Corporation for share transfer procedures on the day when the transfer agreement is confirmed by Shenzhen Stock Exchange and Party B completes all the transfer price, i.e. 63920000.00 yuan.
4.3 Party A and Party B shall pay all handling charges, stamp duty and other related expenses respectively according to the regulations.
4.4 when Party B receives the confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd. confirming that Party B has legally owned the shares, it shall be deemed that the transfer of the subject shares has been completed.
5. Effectiveness of the agreement
This Agreement shall come into force after being signed or sealed by three parties.
(II) main contents of share transfer agreement (02)
1. Parties
Transferor (Party A): Hou Yi
Transferee (Party B): Wang gongao
Pledgee (Party C): Huaxi Securities Co.Ltd(002926)
2. Subject matter, method, time and price of this transfer
2.1 subject shares: 125000000 Xinlun New Materials Co.Ltd(002341) shares held by Party A and pledged to Party C, stock code 002341 SZ。
2.2 this share transfer: this share transfer has been approved by the pledgee. Party A shall transfer the 12500000 Xinlun New Materials Co.Ltd(002341) shares held by Party A to Party B by means of agreement transfer within the trading time agreed in this agreement. Party B shall transfer the above shares of Party A through agreement transfer in the designated account according to the agreed terms of this agreement.
2.3 time: the specific transfer time shall be subject to the agreement.
2.4 transfer price: Party A and Party B shall complete this transaction at the agreed time. The transfer price of this transaction is 70% of the closing price of Xinlun New Materials Co.Ltd(002341) shares on the trading day before the signing date of the agreement, that is, the transfer price of the underlying shares is 3.76 yuan / share, and the total transfer price is 47000000.00 yuan.
3. Payment method of transfer price
Party B shall pay 100% of the transfer price, i.e. RMB 47000000.00, to Party A on the day when Party A, Party B and Party C handle the transfer procedures of the subject shares to China Clearing Shenzhen company and before Party A and Party B pay the stamp duty and handling fee arising from the transfer of the subject shares. With the unanimous consent of Party A, Party B and Party C, Party B shall transfer all the subject share transfer price to Party C’s bank account designated by Party A according to the payment time agreed in this article. When Party A and Party C confirm that Party B transfers all the transfer price of the subject shares to the above designated account, Party B shall be deemed to have completed the payment of the transfer price.
4. Share transfer arrangement
4.1 within 5 working days from the date of signing this agreement, Party A, Party B and Party C shall submit an application for the transfer of the subject shares to Shenzhen Stock Exchange. Party A, Party B and Party C shall provide all documents to be delivered when handling the application for transfer of the subject share agreement in accordance with the provisions of this Agreement and the requirements of Shenzhen Stock Exchange.
4.2 Party A, Party B and Party C shall be responsible for applying to CSDCC for handling the share transfer procedures on the day when the agreement transfer is confirmed by Shenzhen Stock Exchange and Party B completes all the transfer price, i.e. RMB 47000000.00.
4.3 Party A and Party B shall pay all handling charges, stamp duty and other related expenses respectively according to the regulations.
4.4 when Party B receives the confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd. confirming that Party B has legally owned the shares, it shall be deemed that the transfer of the subject shares has been completed.
5. Effectiveness of the agreement
This Agreement shall come into force after being signed or sealed by three parties.
4、 Is there any change of commitment, exemption or undertaking in this transfer
As of the disclosure date of this announcement, there is no commitment change, exemption or undertaking in this share agreement transfer. 5、 The impact of this transfer on the stability of the company’s production and operation and control rights
Mr. Hou Yi, the controlling shareholder, intends to transfer some shares through agreement to repay the financing loan of stock pledge repurchase business.
This share transfer will not lead to changes in the controlling shareholder and actual controller of the company. The transfer of shares under this agreement will not affect the company’s financial status, asset value and sustainable operation ability; At the same time, there is no situation that damages the interests of the company and small and medium-sized investors.
6、 Other instructions
(I) the stock to be transferred this time is the supplementary pledged stock for the initial transaction of stock pledge type repurchase transaction or merger management, and the pledge registration of the stock to be transferred has been completed for 12 months.
(II) there is no inadmissibility specified in the handling guidelines.
(III) the share transfer complies with the company law, the securities law, the measures for the administration of the acquisition of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies and other relevant laws and regulations, departmental rules and business rules, There is no infringement on the interests of listed companies and minority shareholders.
(IV) the transfer of shares can only be handled in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the compliance confirmation of Shenzhen Stock Exchange.
(V) the information disclosure media designated by the company are securities times, Securities Daily, China Securities News and cninfo（ http://www.cn.info.com.cn. ）, all information about the company shall be subject to those published in the above designated media.
7、 Documents for future reference
Share transfer agreement (01);
Share transfer agreement (02).
It is hereby announced
Xinlun New Materials Co.Ltd(002341)
