Securities code: 002775 securities abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775)
Announcement No.: 2022-005 bond Code: 128127 bond abbreviation: Liberal Arts convertible bond
Shenzhen Wenke Landscape Co.Ltd(002775)
With regard to the announcement that the proposed change of the company’s control has been approved by Foshan SASAC, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of the proposed change of control right
Li Congwen and Zhao Wenfeng, the controlling shareholders and actual controllers of Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as “the company”), and Shenzhen liberal arts Holdings Co., Ltd. (hereinafter referred to as “liberal arts Holdings”), the shareholder acting in concert, signed the share transfer agreement with Foshan Construction Development Investment Co., Ltd. (hereinafter referred to as “Foshan construction investment”) on December 22, 2021 Wenke holdings signed the voting power entrustment agreement with Foshan construction investment. Zhao Wenfeng and Wenke holdings transferred 117936422 shares of the company (accounting for about 23.00% of the total share capital of the company) to Foshan construction investment; Meanwhile, liberal arts holdings promises that from the date of completion of the share transfer, liberal arts holdings will entrust all the voting rights of its remaining 19509978 shares (accounting for about 3.80% of the total shares of the company) to Foshan construction investment. After the agreement transfer and voting right entrustment are completed, the proportion of Foshan construction investment holding the voting right of the company will reach 26.80%, Foshan construction investment will obtain the control of the company, and the actual controller of the company will be changed to the state owned assets supervision and Administration Commission of Foshan Municipal People’s government (hereinafter referred to as “Foshan SASAC”). At the same time, Foshan construction investment signed a conditional share subscription agreement with the company. Foshan construction investment plans to subscribe for no more than 100000000 non-public shares of the company in cash (the final number shall be subject to the requirements of the approval documents of the CSRC). Without considering the changes in the number of share capital caused by other factors such as convertible bonds to shares, it shall be calculated according to the issuance ceiling, Foshan construction investment will hold 38.75% of the company’s total share capital after issuance, and the current controlling shareholder, the actual controller Li Congwen, Zhao Wenfeng and his wife and the concerted shareholder liberal arts holdings will hold 13.76% of the company’s total voting rights. After the issuance, Foshan construction investment will further consolidate its control over the company.
For details, please refer to the suggestive announcement on the signing of share transfer agreement, voting right entrustment agreement by the controlling shareholder and the signing of conditional share subscription agreement by the company and the proposed change of control right (Announcement No.: 2021-062) disclosed by the company on December 23, 2021 and December 28, 2021 Announcement on the signing of conditional and effective share subscription agreement between the company and the issuer (Announcement No.: 2021-064), short form equity change report, detailed equity change report and summary of acquisition report.
2、 Progress of the proposed change of control
The company received the notice from Foshan construction investment. The state owned assets supervision and Administration Commission of Foshan Municipal People’s government issued the reply of the municipal SASAC on agreeing to acquire Shenzhen Wenke Landscape Co.Ltd(002775) (fgzg [2022] No. 3) on January 21, 2022. In principle, Foshan SASAC agreed that Foshan construction investment would acquire 117936422 shares of the company by agreement transfer and obtain the actual control of the company; In principle, it is agreed that Foshan construction investment will subscribe 100000000 non-public shares of the company in cash.
3、 Other instructions and risk tips
This equity change still needs to submit an application for examination to Shenzhen Stock Exchange, and after obtaining the confirmation document of this transfer from Shenzhen Stock Exchange, both parties to the transfer shall apply to China Securities Depository and Clearing Co., Ltd. and its local offices for the registration of share transfer according to the agreement; It still needs to pass the business concentration examination of the Anti Monopoly Bureau of the State Administration of market supervision and administration; The non-public offering needs to be deliberated and approved by the general meeting of shareholders of the company; The non-public offering of shares needs to be approved by the CSRC. There are still uncertainties about whether the matter can be finally implemented and the implementation results. Please pay attention to investment risks.
The company will pay close attention to the progress of relevant matters and fulfill the obligation of information disclosure in time. The information disclosure media designated by the company are China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）, the relevant information of the company shall be subject to the announcement disclosed by the above designated media. Please pay attention to investment risks.
4、 Documents for future reference
Reply of municipal SASAC on agreeing to acquire Shenzhen Wenke Landscape Co.Ltd(002775) (fgzg [2022] No. 3)
It is hereby announced.
Shenzhen Wenke Landscape Co.Ltd(002775) board of directors January 22, 2002
