Securities code: 603778 securities abbreviation: Beijing Qianjing Landscape Co.Ltd(603778) Announcement No.: pro 2022-015 Beijing Qianjing Landscape Co.Ltd(603778)
Suggestive announcement on the transfer of some shares and changes in equity by agreement of the actual controller
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● on January 18, 2022, Yang Jing and Hui Quanfu, the co actual controllers of the company, signed the stock transfer agreement with Tang Ying and Founder Securities Co.Ltd(601901) . Ms. Yang Jing plans to transfer 19285700 shares of the company, accounting for 3.00% of the total share capital of the company, to Tang Ying at the price of 3.52 yuan per share, with a total transfer price of 67885664.00 yuan, It is used to reduce the equity pledge rate and debt scale and mitigate risks.
● after the transfer of this agreement, Ms. Yang Jing holds 84601668 shares of the company’s shares, accounting for 13.16% of the company’s total share capital. Ms. Yang Jing and Mr. Hui Quanfu jointly hold 179378307 shares of the company’s shares, accounting for 27.90% of the company’s total share capital. The controlling shareholder and actual controller of the company have not changed, and the joint actual controllers of the company are still Ms. Yang Jing and Mr. Hui Quanfu.
● the transfer of this Agreement does not touch the tender offer.
1、 Basic information of this equity change
On January 18, 2022, Ms. Yang Jing and Mr. Hui Quanfu, the co actual controllers of Beijing Qianjing Landscape Co.Ltd(603778) (hereinafter referred to as ” Beijing Qianjing Landscape Co.Ltd(603778) ” or “the company”), signed the Beijing Qianjing Landscape Co.Ltd(603778) stock transfer agreement (hereinafter referred to as “stock transfer agreement”) with Ms. Tang Ying and Founder Securities Co.Ltd(601901) (hereinafter referred to as ” Founder Securities Co.Ltd(601901) “), As the shares related to the stock pledge repurchase transaction between the company’s joint actual controller and Founder Securities Co.Ltd(601901) are now in the state of waiting for repurchase, Yang Jing plans to transfer 19285700 shares of the company’s non tradable shares, accounting for 3.00% of the company’s total share capital, to Tang Ying at the price of 3.52 yuan per share, with a total transfer price of 67885664.00 yuan, It is used to reduce the equity pledge rate and debt scale and mitigate risks. The above transactions comply with the Interim Rules for the handling of negotiated transfer business of circulating shares of listed companies, the notice on matters related to the disposal of breach of contract of stock pledge repurchase transaction through negotiated transfer, and the guidelines for the handling of share negotiated transfer business of listed companies of Shanghai Stock Exchange.
As of the disclosure date of this announcement, Ms. Yang Jing holds 103887368 shares of the company, of which 103887368 shares are pledged. In addition, there are no other rights restrictions. All shares involved in this equity change enjoy voting rights, and there is no delegation or restriction of voting rights. After this equity change, the controlling shareholder and actual controller of the company have not changed, and the common actual controllers of the company are still Ms. Yang Jing and Mr. Hui Quanfu.
The shareholding of relevant shareholders before and after this equity change is as follows:
Shareholder name share nature before and after this equity change
Number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
Yang Jing unlimited tradable shares 103887368 16.16% 84601668 13.16%
Repurchase of unlimited tradable shares of Quanfu 94776639 14.74%
Total non tradable shares 198664007 30.90% 179378307 27.90%
Tang Ying unlimited sale of tradable shares 0.00% 19285700 3.00%
2、 Introduction to transaction parties
(I) transferor
Yang Jing: female, Chinese nationality, as the joint actual controller of the company with Mr. Hui Quanfu, holds 103887368 shares of the company, accounting for 16.16% of the total share capital of the company.
Hui Quanfu: male, Chinese nationality, as the joint actual controller of the company with Ms. Yang Jing, holds 94776639 shares of the company, accounting for 14.74% of the total share capital of the company.
(II) transferee
Tang Ying: female, Chinese nationality, mailing address: * * *, Haidian District, Beijing. Tang Ying has no relationship with Yang Jing and Hui Quanfu, the joint actual controllers of the company.
(III) pledgee
Name: Founder Securities Co.Ltd(601901)
Unified social credit Code: 914300001429279950
Type: other joint stock limited companies (listed)
Legal representative: Shi Hua
Date of establishment: October 26, 1994
Registered capital: 8232101395 yuan
Address: 3701-3717, building 4 and 5, huayuanhua center, No. 36, Section 2, Xiangjiang Middle Road, Tianxin District, Changsha business scope: securities brokerage; Securities investment consulting; Financial advisers related to securities trading and securities investment activities; Self operated securities; Securities asset management; Margin trading; Selling securities investment funds on a commission basis; Providing intermediary services for futures companies; Sell financial products on a commission basis. (operate according to the time limit and scope approved by the securities and futures business license) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) III. main contents of the stock transfer agreement
(I) agreement subject
Party A: Tang Ying
Party B: Party B 1: Yang Jing, Party B 2: Hui Quanfu. Party B 1 and Party B 2 are collectively referred to as Party B.
Party C: Founder Securities Co.Ltd(601901)
(II) transfer object, transfer method and price
1. Subject stock: the Beijing Qianjing Landscape Co.Ltd(603778) 19285700 non tradable shares pledged to Party C held by Yang Jing, accounting for 3.00% of the total share capital of Beijing Qianjing Landscape Co.Ltd(603778) .
2. Transfer method: Party A transfers the underlying securities by means of agreement transfer.
3. Transfer price and total price: 70.12% of the closing price on the trading day Beijing Qianjing Landscape Co.Ltd(603778) before the signing date of this agreement, that is, the transfer price is 3.52 yuan / share. The total transaction price is 67885664.00 yuan.
(III) payment arrangement
Before the date on which the parties hereto submit the registration materials for the transfer and change of the underlying securities agreement to China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “CSDCC”), Party A shall pay all the transaction price of 67885664.00 yuan to the bank account designated by Party C at one time, and all the transaction price under this Agreement shall be used to repay the stock pledge debt owed by Party B to Party C.
(IV) underlying securities trading
Party B shall cooperate with Party A to apply to the exchange for handling the compliance confirmation document of the transfer of the underlying securities agreement within 2 working days after Party C issues the relevant documents that Party C, as the pledgee, should issue.
After the exchange issues the agreement transfer compliance confirmation document, Party B and Party C shall cooperate with Party A to apply to China Clearing for handling the non trading transfer procedures of the subject securities within 1 working day after Party A applies to China Clearing for handling the transfer of the share agreement.
(V) liability for breach of contract
Each party shall abide by and perform the obligations and responsibilities agreed in this agreement. If any party violates the agreement, it shall compensate the observant party for the actual losses suffered therefrom. From the date of breach, the defaulting party shall pay liquidated damages for delay in performance to the observant party according to the standard of 0.5% of the unpaid amount payable every day, and shall continue to perform its payment obligations. (VI) effectiveness, termination and others of the agreement
1. This Agreement shall come into force from the date when Party A and Party B sign or seal and Party C affix the official seal.
2. The term of this agreement is from the date when Party A has paid all the transfer price and the transfer of the underlying securities to Party C.
3. This Agreement shall be terminated under any of the following circumstances:
(1) The obligations of each party under this Agreement have been fulfilled as agreed;
(2) This agreement is terminated with the consent of all parties through negotiation, or either party exercises the right to terminate in accordance with laws or this Agreement;
(3) Within 60 days after the signing of this agreement, Party C has not received all the transfer price paid by Party A or the stock transfer under the agreement has not been completed;
(4) If Party C fails to receive or fully receive the transaction price paid by Party A, Party C has the right to terminate this agreement or require Party A to continue to pay the transaction price. At the same time, Party C has the right to disagree with the transfer of the subject securities to Party A and continue to require Party B to repay all debts in accordance with the bill pledge transaction business contract signed between Party B and Party C.
(5) Termination agreed by other parties.
4、 Impact on the company
The transfer of this agreement is conducive to reducing the equity pledge rate and liability scale of the controlling shareholders and reducing the pledge risk. It will not lead to changes in the controlling shareholders of the company, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. Meanwhile, the transfer of this agreement will not affect the independence of the company’s personnel, assets, finance, business and institutions, and will not affect the company’s daily operation and management.
5、 Subsequent matters involved
1. After the transfer of this agreement, the controlling shareholder and actual controller of the company have not changed, and the joint actual controllers of the company are still Yang Jing and Hui Quanfu.
2. The information disclosure obligor of this equity change has fulfilled the obligation of equity change report. See the Beijing Qianjing Landscape Co.Ltd(603778) simplified equity change report disclosed on the same day for details.
3. The transfer of shares under this Agreement shall be subject to the compliance review and confirmation of Shanghai Stock Exchange before going through the procedures related to the transfer of shares under this agreement in China Clearing. There is still uncertainty whether the transfer of shares under this agreement can be finally completed and implemented.
4. As of the disclosure date of this announcement, regardless of the impact of this equity change, the Pledged Shares of Yang Jing and huiquanfu are as follows:
Name of shareholder number of shares (shares) held in total number of Pledged Shares (shares) pledged in total proportion of Pledged Shares in total principal proportion of shareholding proportion of share capital
Yang Jing 103887368 16.16% 103887368 100.0000% 16.16%
Huiquanfu 94776639 14.74% 55042632 58.0762% 8.56%
Total 198664007 30.90% 158930000 79.9994% 24.72%
5. The company will pay close attention to the progress of this matter and timely perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations. Please invest rationally and pay attention to investment risks.
6、 Documents for future reference
(I) Beijing Qianjing Landscape Co.Ltd(603778) stock transfer agreement.
Beijing Qianjing Landscape Co.Ltd(603778) board of directors
January 19, 2022
