Guilin Layn Natural Ingredients Corp(002166)
Simplified equity change report
Name of listed company: Guilin Layn Natural Ingredients Corp(002166) place of stock listing: Shenzhen Stock Exchange Stock abbreviation: Guilin Layn Natural Ingredients Corp(002166) Stock Code: 002166 information disclosure obligor: Jiang Anming mailing address: Ocean Township, Lingchuan County, Guangxi *********************************************************
Signing date of short form equity change report: January 20, 2022
Statement of information disclosure obligor
1、 According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “acquisition measures”) This report is prepared in accordance with the standards for the contents and forms of information disclosure by public securities companies No. 15 – Report on changes in equity (hereinafter referred to as “Standards No. 15”) and relevant laws, regulations and departmental rules.
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 company law, the securities law, the acquisition measures and Standard No. 15, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Guilin Layn Natural Ingredients Corp(002166) ;
As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Guilin Layn Natural Ingredients Corp(002166) by any other means.
4、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed 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. In addition to the obligation of information disclosure, the information disclosure obligor does not need to perform other approval procedures for this change in equity.
catalogue
The disclosure obligor declares that 2 catalog Section 1 interpretation Section 2 Introduction to information disclosure obligors 5 Section III purpose of equity change and shareholding plan Section IV equity change method Section 5 trading of shares of Listed Companies in the first six months 9 Section VI other important matters Section 7 documents for future reference 11 attached table: short form equity change report twelve
Section I interpretation
In this report, unless otherwise stated herein, the following words have the following meanings:
Information disclosure obligor refers to Jiang Anming
Guilin Layn Natural Ingredients Corp(002166) . Listed companies
Refers to Guilin Layn Natural Ingredients Corp(002166)
Company, company
Guilin Layn Natural Ingredients Corp(002166) short form equity change report and this report refer to
book
Qin Benjun, Jiang Anming, Jiang Xiaosan and Jiang Jun signed the agreement on terminating the indicative relationship of this equity change, which led to the change of rights and interests of Qin Benjun, Jiang Anming, Jiang Xiaosan and Jiang Jun in the listed company
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
Yuan means RMB yuan
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name (including former name) Jiang Anming
Gender male
Nationality China
ID number 4523221978********
Mailing address: Haiyang Township, Lingchuan County, Guangxi*********
Have you obtained the right of abode in other countries or regions
No employment in the company
2、 Basic information on the concerted action relationship of information disclosure obligors
The information disclosure obligor and the controlling shareholder and actual controller of the company, Mr. Qin Benjun, 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. The information disclosure obligors are brothers with Qin Benjun, Jiang Xiaosan and Jiang Jun, and are identified as persons acting in concert in accordance with the measures for the administration of the acquisition of listed companies.
On January 19, 2022, the information disclosure obligor signed the agreement on dissolution of the relationship of concerted action with Qin Benjun, Jiang Xiaosan and Jiang Jun. the agreement shall take effect from the date of signing by the four parties, and the relationship of concerted action shall be terminated from the date of effectiveness of the agreement.
3、 The information disclosure obligor holds or controls more than 5% of the total issued shares of other domestic or overseas listed companies
As of the signing date of this report, the information disclosure obligor has not held or controlled more than 5% of the shares issued by any other listed company.
Section III purpose of equity change and shareholding plan
1、 Purpose of this equity change
As the information disclosure obligor and the company’s shareholders Jiang Xiaosan and Jiang Jun have relatively independent business segments, they have different plans for the future development of family and career, and the three shareholders do not work in the company or participate in the daily operation and management of the company, they 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, the information disclosure obligor and Mr. Jiang Xiaosan and Mr. Jiang Jun requested to terminate the relationship of concerted action. After full consultation between the parties, the agreement on dissolution of the relationship of concerted action was signed on January 19, 2022, and the relationship of concerted action between the parties ended on the date of signing this agreement.
This equity change is due to the termination of the relationship of concerted action. The information disclosure obligor and Qin Benjun, Jiang Xiaosan and Jiang Jun no longer belong to the persons acting in concert, and the shares with the interests of the company will no longer be consolidated. This equity change does not involve stock trading, and the number and proportion of shares held by the information disclosure obligor and Qin Benjun, Jiang Xiaosan and Jiang Jun have not changed.
2、 Plans to increase or decrease shares of Listed Companies in the next 12 months
After this equity change, the information disclosure obligor does not rule out the possibility of increasing / reducing its shares in the listed company in the next 12 months, and the company will timely perform the information disclosure obligations in accordance with the provisions of relevant laws and regulations.
Section IV changes in equity
1、 Shareholding of information disclosure obligor before this equity change
Before the equity change, the total share capital of Guilin Layn Natural Ingredients Corp(002166) was 565241740 shares. The information disclosure obligor and Qin Benjun, Jiang Xiaosan and Mr. Jiang Jun acted in concert. The shares of the company in which they had interests were calculated together. These entities held 16441957 shares in total, accounting for 29.09% of the total share capital of the company. The specific shareholding conditions are as follows:
No. shareholder name / name number of shares (shares) shareholding ratio
1 Qin Benjun 105919507 18.74%
2 Jiang Anming 19500000 3.45%
3 Jiang Xiaosan 19500000 3.45%
4 Jiang Jun 19500000 3.45%
Total 164419507 29.09%
2、 Shareholding of information disclosure obligor after this equity change
This equity change is due to the fact that the shares of the company held by the information disclosure obligor and Qin Benjun, Jiang Xiaosan and Jiang Jun are no longer consolidated after signing the agreement on dissolution of the relationship of concerted action. This equity change does not involve share trading, and the number of shares held by the information disclosure obligor and Qin Benjun, Jiang Xiaosan and Jiang Jun has not changed.
3、 Changes in equity this time
(I) formation of concerted action relationship
The information disclosure obligor and the controlling shareholder and actual controller of the company, Mr. Qin Benjun, 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. The information disclosure obligors are brothers with Qin Benjun, Jiang Xiaosan and Jiang Jun, and are recognized as persons acting in concert in accordance with Article 83 (x) of the measures for the administration of the acquisition of listed companies.
(II) dissolution of the relationship of concerted action
On January 19, 2022, in order to independently express their true wishes as Guilin Layn Natural Ingredients Corp(002166) shareholders, further straighten out the corporate governance structure and improve decision-making efficiency, the information disclosure obligor signed the agreement on lifting the relationship of concerted action with Qin Benjun, Jiang Xiaosan and Jiang Jun through full consultation. The agreement stipulates that since the date of signing the agreement, each party will act in accordance with laws, regulations According to the provisions of normative documents and Guilin Layn Natural Ingredients Corp(002166) articles of association, independently exercise shareholders’ rights and perform shareholders’ obligations according to their own wishes. 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.
4、 Completed and outstanding approval procedures related to this equity change
In addition to the obligation of information disclosure, there is no need to perform other approval procedures for this equity change.
5、 Restrictions on the rights of shares of listed companies involved in this equity change
As of the signing date of this report, the restrictions on the shares of the company held by the information disclosure obligor are as follows:
Name number of shares held restricted shares pledged shares proportion of Pledged Shares in the number of shares held by the company proportion of total share capital
Jiang Anming 19500000 100.00% 3.45%
Note: except for the above restrictions, the information disclosure obligor does not have any other circumstances in which the shares of the company it holds are restricted.
6、 Other matters involved in this equity change
The information disclosure obligor does not have any other circumstances that fail to pay off its liabilities to the listed company, fail to release the guarantee provided by the listed company for its liabilities, or damage the interests of the listed company.
Section 5 trading of shares of Listed Companies in the first six months
Within six months from the date of signing this report, the information disclosure obligor has no other acts of trading the shares of the listed company.
Section VI other important matters
1、 Other matters to be disclosed
As of the signing date of this report, the information disclosure obligor has truthfully disclosed the information related to this equity change in accordance with relevant regulations, and there are no other information that must be disclosed but not disclosed in order to avoid misunderstanding of the content of the equity change report, as well as other information that has not been disclosed as required by the CSRC or Shenzhen stock exchange according to law.
2、 The source of funds or other payment arrangements involved in this equity change
There is no capital or other payment arrangement for this equity change.
Statement of information disclosure obligor
I promise that there are no false records, misleading statements or major omissions in this report, and I will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Information disclosure obligor (signature):
Jiang Anming
Signed on: January 20, 2022
Section VII documents for future reference
1、 Identification documents of the information disclosure obligor (copy).
2、 Place of preparation of documents for future reference: This report and documents for future reference are prepared at Shenzhen Stock Exchange and Guilin Layn Natural Ingredients Corp(002166) office.
