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: Qin Benjun address: No. ***** Chuanshan, Qixing District, Guilin, Guangxi nature of share change: dissolution of the relationship of concerted action
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 VII declaration of information disclosure obligor Section VIII documents for future reference 13 attached table: simplified equity change report fourteen
Section I interpretation
In this report, unless otherwise stated herein, the following words have the following meanings:
Information disclosure obligor refers to Qin Benjun
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) Qin Benjun
Gender male
Nationality China
ID number 4523221974********
Mailing address: No. 19, Renmin South Road, Lingui District, Guilin city Guilin Layn Natural Ingredients Corp(002166)
Address: No. ***** Chuanshan, Qixing District, Guilin, Guangxi
Have you obtained the right of abode in other countries or regions
Chairman and general manager of the company
2、 Basic information on the concerted action relationship of information disclosure obligors
Mr. Qin Benjun, the information disclosure obligor, is the controlling shareholder and actual controller of the company, and his brother Jiang Anming is the initiator 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. Qin Benjun, Jiang Anming, Jiang Xiaosan and Mr. Jiang Jun are brothers and are recognized as persons acting in concert in accordance with the measures for the administration of the acquisition of listed companies.
On January 19, 2022, Qin Benjun, Jiang Anming, Jiang Xiaosan and Jiang Jun signed the agreement on the dissolution of the relationship of concerted action, which 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 entry into force 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
The company’s shareholders Jiang Anming, Jiang Xiaosan and Jiang Jun all have relatively independent business segments and have different plans for future family and career development. Moreover, the three shareholders do not hold office in the company or participate in the company’s daily operation and management. They are unable to continue to act in concert with Mr. Qin Benjun, the information disclosure obligor, 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 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. Qin Benjun, Jiang Anming, Jiang Xiaosan and Jiang Jun no longer belong to the persons acting in concert, and the shares with interests in the company will not be consolidated. This equity change does not involve stock trading, and the number and proportion of shares held by the information disclosure obligors 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 or decreasing its shares in the listed company in the next 12 months, and the company will timely perform its 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 this equity change, the total share capital of Guilin Layn Natural Ingredients Corp(002166) was 565241740 shares. Qin Benjun, the information disclosure obligor, acted in concert with Jiang Anming, Jiang Xiaosan and Jiang Jun. the shares of the company in which they had interests were consolidated. These entities held 16441957 shares in total, accounting for 29.09% of the total share capital of the company.
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 Qin Benjun, Jiang Anming, Jiang Xiaosan and Mr. Jiang Jun, the information disclosure obligors, after signing the agreement on lifting the relationship of concerted action, are no longer consolidated. This equity change does not involve share trading, and the number of shares held by each information disclosure obligors has not changed.
3、 Changes in equity this time
(I) formation of concerted action relationship
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. 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 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 four brothers fully negotiated and signed the agreement on dissolving the relationship of concerted action. The agreement agreed that from the date of signing the agreement, each party will, in accordance with the provisions of laws, regulations, 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 date of signing this report, the restrictions on Qin Benjun’s shares in the company 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
Qin Benjun 105919507 79439630 54599999 51.55% 10.01%
Note: among them, the restricted shares of Qin Benjun, the information disclosure obligor, are the locked shares of his senior executives. In addition to the above restrictions, there are no other circumstances in which the company’s shares are restricted.
6、 Other matters involved in this equity change
After this equity change, there is no change of control of the listed company.
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、 Impact of this equity change on Listed Companies
(I) impact of this equity change on the company’s control
1. After the dissolution of the relationship of concerted action, the shareholding of the company’s top five shareholders 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%
Qin Benjun, the information disclosure obligor, holds 18.74% of the shares of the company and is still the largest shareholder of the company. The proportion of shares held by Qin Benjun is much larger than liang Dingzhi, the second largest shareholder of the company, and Yao Xinde, the third largest shareholder of the company. Qin Benjun’s control position has not changed.
2. 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) Share allotment instructions submitted to the CSRC and announced during the company’s share allotment in 2018
