Guilin Layn Natural Ingredients Corp(002166)
Securities code: 002166 securities abbreviation: Guilin Layn Natural Ingredients Corp(002166) Announcement No.: 2022-002 Guilin Layn Natural Ingredients Corp(002166)
Announcement on the dissolution of the relationship of concerted action by the shareholders of the company
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.
Guilin Layn Natural Ingredients Corp(002166) (hereinafter referred to as ” Guilin Layn Natural Ingredients Corp(002166) ” or “the company”) received the notice on terminating the relationship of concerted action submitted by Mr. Qin Benjun, the controlling shareholder and actual controller of the company, and his brothers Jiang Anming, Jiang Xiaosan and Jiang Jun. after negotiation, the four brothers signed the agreement on terminating the relationship of concerted action in writing, The concerted action relationship between the parties shall be terminated from the effective date of signing this agreement. Now the company announces the relevant information as follows:
1、 Composition, reasons for dissolution and decision-making process of concerted action relationship
(I) composition of the relationship of concerted action
Qin Benjun, the controlling shareholder and actual controller of the company, and his brother Jiang Anming are the initiators of Guilin Layn Natural Ingredients Corp(002166) . Since January 2017, Mr. Jiang Xiaosan has become a shareholder of the company by buying the company’s shares through centralized bidding trading in the secondary market. Since January 2018, Mr. Jiang Jun has become a shareholder of the company by buying the company’s shares through centralized bidding trading in the secondary market.
As of the date of this announcement, Qin Benjun, Jiang Anming, Jiang Xiaosan and Jiang Jun respectively held 105919507 shares (accounting for 18.74% of the total share capital of the company), 19500000 shares (accounting for 3.45% of the total share capital of the company), 19500000 shares (accounting for 3.45% of the total share capital of the company) and 19500000 shares (accounting for 3.45% of the total share capital of the company), The company holds 16441957 shares in total (accounting for 29.09% of the total share capital of the company). Qin Benjun, Jiang Anming, Jiang Xiaosan and Mr. Jiang Jun are brothers and are recognized as persons acting in concert in accordance with Article 83 (x) of the administrative measures for the acquisition of listed companies.
In addition, during the company’s share allotment in 2018, in order to improve the subscription proportion of the allotment shares and ensure the smooth implementation of the allotment and issuance project, the controlling shareholder and actual controller of the company, Mr. Qin Benjun, and Mr. Jiang Anming, Jiang Xiaosan and Jiang Jun signed the agreement on concerted action on March 28, 2018 and promised to subscribe for the allotment shares. The agreement on concerted action stipulates: “before the parties reach an agreement on the matters of concerted action, neither party shall
Guilin Layn Natural Ingredients Corp(002166)
Exercise relevant rights independently; If the parties fail to reach an agreement on the matters to be voted on by consensus after full consultation, the opinions of Party A (Qin Benjun) shall prevail. The term of validity of this agreement is: three years from the date of signature of the agreement by both parties. Upon expiration, the term of validity may be extended by consensus of all parties. ” The agreement expires on March 27, 2021 and has not been renewed after expiration.
(II) reasons for the dissolution of the relationship of concerted action
The company’s shareholders Jiang Anming, Jiang Xiaosan and Jiang Jun all have relatively independent business segments, and each has different plans for the future development of family and career. Moreover, the three shareholders do not serve in the company or participate in the company’s daily operation and management, and can not continue to act in concert with Mr. Qin Benjun in terms of development strategy and business philosophy. In order to express their true wishes as shareholders independently, further straighten out the corporate governance structure and improve decision-making efficiency, Mr. Jiang Anming, Mr. Jiang Xiaosan and Mr. Jiang Jun requested to terminate the relationship of concerted action. After full consultation between the parties, the four brothers signed the agreement on dissolution of the relationship of concerted action on January 19, 2022. The agreement agreed that from the date of signing the agreement, each party will independently exercise its shareholders’ rights and perform its shareholders’ obligations in accordance with its own wishes in accordance with laws, regulations, normative documents and Guilin Layn Natural Ingredients Corp(002166) articles of association. On the voting matters of the Guilin Layn Natural Ingredients Corp(002166) general meeting of shareholders, all parties exercise their voting rights independently, which may form the same or different voting opinions, and no concerted action is required. Neither party can and will not force the other party to act in concert with the other parties, and will not force the other party to exercise the rights and obligations of shareholders according to the intention of one party.
(III) decision making process for the dissolution of the relationship of concerted action
The dissolution of the relationship of concerted action is the true intention of all parties, and there is no need to perform relevant approval procedures. The company has timely disclosed the announcement on the dissolution of the relationship of concerted action by the company’s shareholders and the short form report on changes in equity. 2、 The impact on the company’s control and production and operation after the dissolution of the concerted action relationship
(I) after the dissolution of the relationship of concerted action, the shareholding of the top five shareholders of the company is as follows:
Name of shareholder shareholding quantity shareholding ratio
Qin Benjun 105919507 18.74%
Liang Dingzhi 27136781 4.80%
Yao Xinde 25780657 4.56%
Jiang Anming 19500000 3.45%
Jiang Xiaosan 19500000 3.45%
Jiang Jun 19500000 3.45%
Guilin Layn Natural Ingredients Corp(002166)
After the dissolution of the relationship of concerted action, Mr. Qin Benjun holds 18.74% of the shares of the company and remains the largest shareholder of the company. The proportion of shares held by Mr. Qin Benjun is much larger than that of Mr. Liang Dingzhi, the second largest shareholder and Mr. Yao Xinde, the third largest shareholder of the company. Mr. Qin Benjun’s control position has not changed.
(II) identification of actual controller since the company’s listing
1. The legal opinion and listing announcement of the company at the time of its initial public offering and listing on the small and medium-sized board in 2007 indicate that the controlling shareholder and actual controller of the issuer are Mr. Qin Benjun.
2. In 2014, the company’s non-public offering plan and non-public offering listing announcement and other documents made it clear that Mr. Qin Benjun was the actual controller of the company.
3. Announcement documents such as the company’s plan for non-public offering of A-Shares in 2016 indicate that Mr. Qin Benjun is the controlling shareholder and actual controller of the company, and Jiang Anming (Qin Benjun’s brother) holds 2.13% of the shares of the company and is the person acting in concert of the actual controller.
4. During the company’s share allotment in 2018, the share allotment instructions, legal opinions and other documents reported to the CSRC and announced clearly: the controlling shareholder and actual controller of the company are Mr. Qin Benjun, and Mr. Jiang Anming, Jiang Xiaosan and Jiang Jun are the persons acting in concert.
5. In 2020, various documents of the company’s non-public offering application to the CSRC and announcement made it clear that the controlling shareholder and actual controller of the company are Mr. Qin Benjun, and Mr. Jiang Anming, Jiang Xiaosan and Jiang Jun are the persons acting in concert. 6. The company’s previous regular and irregular announcements since its listing in 2007 have made it clear that Mr. Qin Benjun is the controlling shareholder and actual controller of the company. Jiang Anming, Jiang Xiaosan and Mr. Jiang Jun are the persons acting in concert after holding the shares of the company.
Therefore, since the listing of the company, Mr. Qin Benjun is the only actual controller of the company, and the status of its controlling shareholder and actual controller has not changed. At present, Mr. Qin Benjun is still the chairman and general manager of the company. He plays a decisive role in the nomination, appointment and removal of the company’s directors and senior managers, has a substantial impact on the resolutions of the company’s general meeting of shareholders and the board of directors, and plays a decisive role in the company’s business policies, business decisions and major business management items. That is, after the dissolution of the relationship of concerted action, Qin Benjun is still the controlling shareholder and actual controller of the company. The dissolution of the relationship of concerted action will not lead to changes in the company’s control and will not have an adverse impact on the company’s financial status and daily business activities.
(III) the termination of the above concerted action relationship does not violate the provisions of the company law, civil code and other relevant laws, regulations and normative documents, and does not violate their respective commitments.
Guilin Layn Natural Ingredients Corp(002166)
3、 Lawyer’s legal opinion
The lawyer of Beijing Deheng Law firm issued a legal opinion and held that: (I) the reasons for the dissolution of the company’s relevant shareholders are reasonable and sufficient, and meet the requirements of the administrative measures for the acquisition of listed companies. The agreement on dissolution of the relationship of concerted action signed by the relevant shareholders for the dissolution does not violate the provisions of relevant laws, regulations, normative documents and the articles of association, It is the true intention of all parties, legal and effective. (II) after this dissolution, the actual controller of the company is still Qin Benjun, and the ownership of the company’s control has not changed.
4、 Documents for future reference
1. Agreement on lifting the relationship of concerted action signed by the Quartet;
2. Legal opinion of Beijing Deheng Law Firm on Guilin Layn Natural Ingredients Corp(002166) relevant shareholders’ dissolution of the relationship of concerted action issued by Beijing Deheng Law Firm;
It is hereby announced.
Guilin Layn Natural Ingredients Corp(002166) board of directors January 21, 2002
