Hubei Mailyard Share Co.Ltd(600107)
Simplified equity change report
Name of listed company: Hubei Mailyard Share Co.Ltd(600107) place of stock listing: Shanghai Stock Exchange Stock abbreviation: Hubei Mailyard Share Co.Ltd(600107) Stock Code: 600107 information disclosure obligor: yanneng Capital Management Co., Ltd
Address: 1502, unit a, floor 12, No. 39, Middle East Fourth Ring Road, Chaoyang District, Beijing
Mailing address: 30 / F, tower T1, Poly International Plaza, building 19, Wangjing Dongyuan seventh district, Chaoyang District, Beijing. Nature of share change: decrease
Signed on: January 13, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this equity change report 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 standards for the content and format of information disclosure by companies offering securities to the public No. 15 – equity change report (revised in 2020), and other relevant laws and regulations.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 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 content and format of information disclosure by companies publicly issuing securities No. 15 – Report on changes in equity (revised in 2020), this report on changes in equity has fully disclosed the changes in the interests of the information disclosure obligor in Hubei Mailyard Share Co.Ltd(600107) .
As of the signing date of this report, the information disclosure obligor has not increased or reduced its shares in Hubei Mailyard Share Co.Ltd(600107) by any other means except the information disclosed in this report.
4、 The change of shareholders’ shareholding is based on the information specified in this report. No other person has been entrusted or authorized to provide the information contained in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose of equity change Section IV equity change method 8 section V Trading of listed shares in the first six months Section VI other major matters Section VII documents for future reference twenty-one
Section I interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following specific meanings:
Information disclosure obligor, yanneng capital, refers to yanneng Capital Management Co., Ltd
Transferor
Listed company, Hubei Mailyard Share Co.Ltd(600107) refers to Hubei Mailyard Share Co.Ltd(600107)
Beijing Zhongfang Silk Road and the transferee refer to Beijing Zhongfang Silk Road Investment Management Co., Ltd
China textile silk road (Tianjin) refers to China textile silk road (Tianjin) textile and Garment Technology Co., Ltd
Hubei Mailyard Share Co.Ltd(600107) group refers to Hubei meiyaer Group Co., Ltd
Zhongzhi group refers to Zhongzhi Enterprise Group Co., Ltd
Hubei Baijia Gaoxin refers to Hubei Baijia Gaoxin Real Estate Co., Ltd
The main contract refers to the equity transfer agreement signed by yanneng capital, Beijing Zhongfang Silk Road and Zhongfang Silk Road (Tianjin)
According to the main contract, yanneng capital transferred 42.5% of the equity of Zhongfang Silk Road (Tianjin) held by yanneng capital to Beijing Zhongfang silk road with RMB 425 million
According to the provisions of the main contract, the subject equity transfer price payable by Beijing Zhongfang silk road to yanneng capital refers to the total equity transfer consideration paid of RMB four hundred and twenty-five million (RMB 4250000) and other payments payable under the main contract
This report refers to the Hubei Mailyard Share Co.Ltd(600107) simplified equity change report
Company law means the company law of the people’s Republic of China
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section II introduction to information disclosure obligors
1、 Introduction to information disclosure obligor
（1） Basic information of information disclosure obligor
Company name: yanneng Capital Management Co., Ltd
Registered address: 1502, unit a, floor 12, No. 39, Middle East Fourth Ring Road, Chaoyang District, Beijing
Legal representative: Jin Ning
Registered capital: 50 million yuan
Unified social credit code 91110105399880213g
Enterprise type: limited liability company (sole proprietorship of legal person)
Date of establishment: June 3, 2014
Business term: June 3, 2014 to June 2, 2044
Business scope asset management; Project investment; Investment management; Investment consulting; Enterprise planning; Economic and trade consultation; Technology promotion services. （ “1. No funds shall be raised in public without the approval of relevant departments; 2. No trading activities of securities products and financial derivatives shall be carried out in public; 3. No loans shall be granted; 4. No guarantee shall be provided to enterprises other than the invested enterprises; 5. No commitment shall be made to investors to protect their capital from loss or loss Committed minimum return “; Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It shall not engage in business activities of projects prohibited or restricted by the industrial policies of the state and this Municipality.
）
Mailing address: 30 / F, tower T1, Poly International Plaza, building 19, District 7, Wangjing Dongyuan, Chaoyang District, Beijing
Tel: 010-87634071
（2） Information disclosure obligors and shareholders
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Zhongzhi Enterprise Group Co., Ltd. 5000 100%
（3） Information about directors and main responsible persons of information disclosure obligors
Name Gender nationality position long-term residence whether the right of residence in other countries or regions has been obtained
Jin Ningnan, executive director of China Beijing no
Wang Zehua, female supervisor of China, Beijing no
2、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the shares in which the information disclosure obligor has interests in other domestic and overseas listed companies have reached or exceeded 5% of the issued shares of the company are as follows:
Stock abbreviation stock code registered capital (10000 yuan) shareholding ratio
Shenzhen Ecobeauty Co.Ltd(000010) 000010 81985.4713 indirect shareholding 9.246%
Section III purpose of equity change
1、 Purpose of this equity change
The equity change of the information disclosure obligor is the transfer of equity based on its own strategic adjustment.
2、 Does the information disclosure obligor intend to increase or continue to reduce its shares in the listed company in the next 12 months
As of the signing date of this report, except for this equity change, the information disclosure obligor has no plan to increase or continue to reduce its shares in the listed company in the next 12 months. In case of any change in equity, the information disclosure obligor will perform the information disclosure obligation in strict accordance with the regulatory provisions.
Section IV changes in equity
1、 Change mode of equity
This equity change is the transfer of 42.5% equity of China textile silk road (Tianjin) held by yanneng capital to Beijing China textile silk road. After the above transfer, yanneng capital holds 24.5% equity of Zhongfang Silk Road (Tianjin) and Beijing Zhongfang silk road holds 43.5% equity of Zhongfang Silk Road (Tianjin); Beijing Zhongfang Silk Road and its controlling shareholder Hubei Baijia Gaoxin hold a total of 75.5% equity of Zhongfang Silk Road (Tianjin) and indirectly obtain the control of Hubei Mailyard Share Co.Ltd(600107) . 2、 Shares of listed companies held by information disclosure obligors before and after this equity change
Before this equity change, Zhongzhi group held 100% equity of yanneng capital; Yanneng capital holds 67% equity of China textile silk road (Tianjin) and is the controlling shareholder of China textile silk road (Tianjin); Zhongfang Silk Road (Tianjin) holds 100% equity of Hubei Mailyard Share Co.Ltd(600107) group; The Hubei Mailyard Share Co.Ltd(600107) group holds 73388738 shares of Hubei Mailyard Share Co.Ltd(600107) , accounting for 20.39% of the total share capital of the listed company. To sum up, before this equity change, yanneng capital indirectly controlled Hubei Mailyard Share Co.Ltd(600107) 73388738 shares through Zhongfang Silk Road (Tianjin), accounting for 20.39% of the total share capital of the listed company. Zhongzhi group is the indirect controlling shareholder of Hubei Mailyard Share Co.Ltd(600107) .
Before this equity change, the equity control relationship of Hubei Mailyard Share Co.Ltd(600107) is as follows:
After this equity change, yanneng capital holds 24.5% of the equity of Zhongfang Silk Road (Tianjin), Beijing Zhongfang silk road will hold 43.5% of the equity of Zhongfang Silk Road (Tianjin), and Hubei Baijia Gaoxin, the controlling shareholder of Beijing Zhongfang Silk Road, holds 32% of the equity of Zhongfang Silk Road (Tianjin), Beijing Zhongfang Silk Road and its controlling shareholder Hubei Baijia Xingao jointly hold 75.5% equity of Zhongfang Silk Road (Tianjin). Zhongfang Silk Road (Tianjin) holds 100% equity of Hubei Mailyard Share Co.Ltd(600107) group, and Hubei Mailyard Share Co.Ltd(600107) group holds 73388738 shares of Hubei Mailyard Share Co.Ltd(600107) , accounting for 20.39% of the total share capital of the listed company.
To sum up, after this equity change, Zhongzhi group and yanneng capital still indirectly hold Hubei Mailyard Share Co.Ltd(600107) shares, Hubei Baijia Gaoxin will become the indirect controlling shareholder of Hubei Mailyard Share Co.Ltd(600107) , and Zheng Jiping will become the actual controller of Hubei Mailyard Share Co.Ltd(600107) . After this equity change, the equity control relationship of Hubei Mailyard Share Co.Ltd(600107) is as follows:
3、 Main contents of agreements related to this equity change
(I) equity transfer agreement
On January 13, 2022, yanneng capital, Beijing Zhongfang Silk Road and Zhongfang Silk Road (Tianjin) signed the equity transfer agreement. Yanneng capital transferred 42.5% of its equity of Zhongfang Silk Road (Tianjin) to Beijing Zhongfang silk road. The main contents of the equity transfer agreement are as follows:
1. Signatory
Transferor: yanneng Capital Management Co., Ltd
Transferee: Beijing Zhongfang Silk Road Investment Management Co., Ltd
Company: China textile silk road (Tianjin) textile and Garment Technology Co., Ltd
2. Equity transfer
Article 2.1 (a) according to the agreement, the transferor agrees to transfer 42.5% of the total equity of the company (corresponding to the company’s registered capital of RMB 255 million (hereinafter referred to as “target equity”) held by it without any encumbrance to the transferee, and the transferee agrees to transfer the target equity. (b) After the industrial and commercial registration of this transaction is completed, the equity structure of the company is shown in the table below:
Shareholder name registered capital equity ratio
(RMB 10000)
Transferor 14700 24.5%
Transferee 26
