Securities code: 002882 securities abbreviation: Jinlongyu Group Co.Ltd(002882) Announcement No.: 2022-003
Jinlongyu Group Co.Ltd(002882) board of directors, board of supervisors and independent directors
Announcement on written opinions on the disposal of shareholders’ share pledge breach
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.
Special risk tips:
1. Part of the shares pledged to Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) “) by Mr. Zheng Huijie, the controlling shareholder and actual controller of Jinlongyu Group Co.Ltd(002882) (hereinafter referred to as “the company”) and the person acting in concert, Mr. Zheng Youshui, may be subject to default disposal due to overdue pledge financing, and may be subject to continued default disposal of stock pledge.
2. The disposal of this pledge breach will not have a significant impact on the company’s production and operation and corporate governance, and will not lead to the change of the company’s actual control right and actual controller.
1、 Breach of pledge by shareholders
On December 10, 2019, the shareholder Mr. Zheng Huijie (holding 36 million shares of the company, accounting for 8.32% of the current total share capital of the company) pledged his 25.16 million shares of the company to Haitong Securities Company Limited(600837) through the stock pledge repurchase business. The pledge maturity date is December 9, 2020, and went through the extension procedures of the above Pledged Shares on December 9, 2020, The maturity date of the extended pledge is December 9, 2021, and the financing principal of stock pledge is RMB 75.428 million. This part of the shares are non tradable shares, and the source of shares is the shares obtained before the company’s initial public offering and listing.
Zheng Huijie’s shareholders never defaulted during the period of stock pledge financing. Before the expiration of this stock pledge financing, Mr. Zheng Huijie’s civil capacity was uncertain due to illness, so the expired stock pledge financing defaulted. It will enter the default disposal process on December 10, 2021. For details, please refer to the company’s publications in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com（ http://www.cn.info.com.cn. ）Pre disclosure announcement on Shareholder’s share pledge default and passive reduction plan (Announcement No.: 2021-064) and suggestive announcement on the progress of shareholder’s share pledge default and passive reduction and possible further default disposal (2022-002).
The disposal of this pledge default will not have a significant impact on the company’s production and operation and corporate governance, and will not lead to the change of the company’s actual control right and actual controller.
2、 Written opinions of the board of directors, the board of supervisors and independent directors on the disposal of breach of stock pledge:
(I) the board of directors of the company issued the following opinions after checking the default disposal of Mr. Zheng Huijie’s stock pledge:
After verification, Mr. Zheng Youshui, the actual controller and controlling shareholder of the company, and the persons acting in concert held 342 million shares of the company (accounting for 79.0021% of the total share capital of the company) before the default disposal of stock pledge. Mr. Zheng Huijie held 36 million shares of the company (accounting for 8.32% of the total share capital of the company) before the default disposal of stock pledge, of which 25.16 million shares were financed from Haitong Securities Company Limited(600837) by pledge repurchase transaction, and the financing principal was 75.428 million yuan.
The default disposal of stock pledge has reduced 4.3269 million shares through centralized bidding in the secondary market, accounting for 12.0192% of the total shares of the company held by Mr. Zheng Huijie before the reduction, accounting for 0.9995% of the total shares of the company. The passive reduction amount of 46.1924 million yuan, after deducting relevant taxes (including stamp duty, renewal fee, personal income tax, etc.), will be used to repay Haitong Securities Company Limited(600837) stock pledge financing funds.
Up to now, Mr. Zheng Huijie still holds 31673100 shares, of which 20833100 shares (accounting for 4.81% of the total share capital of the company) are pledged to Haitong Securities Company Limited(600837) . In view of the fact that the legal procedure of custody designated by Mr. Zheng Huijie is still in the process of trial, and the amount recovered from the passive reduction of shares has not covered the debt owed to Haitong Securities Company Limited(600837) , Haitong Securities Company Limited(600837) may continue to default on the Pledged Shares.
Mr. Zheng Youshui, the actual controller and controlling shareholder of the company, and the persons acting in concert still hold 337673100 shares of the company (accounting for 78.0026% of the total share capital of the company) after the default disposal of shares. The board of directors of the company shall, according to the number of Pledged Shares The company’s stock market value and arrears believe that the default disposal of stock pledge will not lead to the change of the company’s actual control right and actual controller; It will not have a significant impact on the company’s production and operation and corporate governance, and Mr. Zheng Huijie has no performance compensation commitment and other obligations.
(II) the board of supervisors of the company issued the following opinions after checking the default disposal of Mr. Zheng Huijie’s stock pledge:
After verification, the actual controller and controlling shareholder of the company, Mr. Zheng Youshui, and the persons acting in concert still hold 337673100 shares of the company (accounting for 78.0026% of the total share capital of the company) after the default disposal of shares. The board of supervisors of the company believes that the default disposal of share pledge will not lead to the change of the actual control right and actual controller of the company; It will not have a significant impact on the company’s production and operation and corporate governance. Mr. Zheng Huijie also has no performance compensation commitments and other obligations.
(III) the independent directors of the company made the following comments after checking the default disposal of Mr. Zheng Huijie’s stock pledge:
After verification, the actual controller and controlling shareholder of the company, Mr. Zheng Youshui, and the persons acting in concert still hold 337673100 shares of the company (accounting for 78.0026% of the total share capital of the company) after the stock default disposal. The independent directors of the company believe that the stock pledge default disposal will not lead to the change of the actual control right and actual controller of the company; It will not have a significant impact on the company’s production and operation and corporate governance. Mr. Zheng Huijie also has no performance compensation commitments and other obligations.
3、 Documents for future reference
1. Details of share freeze of China Securities Depository and Clearing Corporation Limited;
2. Notice on disposal of breach of stock pledge issued by Haitong Securities Company Limited(600837) ;
3. Written opinions of the board of directors, the board of supervisors and independent directors of the company.
Jinlongyu Group Co.Ltd(002882) board of directors
January 21, 2022
