With regard to the attention letter on Jinke Property Group Co.Ltd(000656) , the company’s Department’s attention letter [2022] No. 30 Jinke Property Group Co.Ltd(000656) board of directors:
Your company disclosed the suggestive announcement on changes in shareholders’ equity on January 14, 2022, and your shareholders Tao Hongya and Huang Sishi dissolved the relationship of concerted action with Huang Hongyun, the actual controller of your company. Meanwhile, Huang Hongyun signed a concerted action agreement with your shareholders Hongxing Furniture Group Co., Ltd. (hereinafter referred to as “Hongxing Furniture Group”) and Guangdong Hongmin Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Guangdong Hongmin”), and Huang Hongyun’s shareholding ratio decreased from 29.99% to 29.36%. After this equity change, Huang Hongyun is still the actual controller of your company. Our department is concerned about this and asks your company and relevant shareholders to verify and explain the following issues:
1. Huang Sishi is Huang Hongyun’s daughter and holds 2.31% of your company’s shares. The notification letter sent by Huang Sishi to your company shows that since he has not worked in Jinke Property Group Co.Ltd(000656) for many years and does not participate in the production and operation activities of Jinke Property Group Co.Ltd(000656) , he is no longer qualified to maintain a concerted action relationship with Huang Hongyun. In order to express their true wishes as shareholders more clearly and independently, they will terminate the relationship of concerted action with Mr. Huang Hongyun. Please explain whether the basis for the cancellation of concerted action by both parties is sufficient and reasonable, whether the relevant letters have legal effect, whether the relationship of concerted action between both parties has been cancelled and whether the cancellation procedures are in compliance, in combination with the voting situation of the previous general meeting of shareholders, Whether your company’s determination that Huang Sishi and Huang Hongyun do not constitute a concerted action relationship complies with the administrative measures for the acquisition of listed companies, guidelines for the application of regulatory rules – listing class No. 1 and other relevant provisions. Please check and comment by the lawyer hired by your company.
2. According to the announcement, the agreement on concerted action signed by Huang Hongyun and Jinke holdings with Hongxing Furniture Group and Guangdong Hongmin will take effect immediately after the proportion of shares of Huang Hongyun with actual disposable voting rights is less than or equal to 18.2280%. During the period of concerted action, there will be at least one director approved in writing by Hongxing Furniture Group and Guangdong Hongmin in your company’s board of directors, Otherwise, it has the right to terminate this agreement in advance. If Huang Hongyun is unable to terminate the relationship of concerted action with Huang Sishi, the proportion of voting shares actually available to Huang Hongyun is 20.53%. Please explain whether the concerted action relationship between the two parties has taken effect, whether relevant matters have triggered the obligation of shareholders’ tender offer, and whether there is a situation to avoid the obligation of shareholders’ tender offer by dissolving the concerted action relationship, in combination with the current situation of directors stationed by Hongxing Furniture Group and Guangdong Hong and the current shareholding ratio of Huang Hongyun. Please check and comment by the lawyer hired by your company.
3. The announcement shows that Huang Hongyun holds 18.22% of the shares of your company after dissolving the relationship of concerted action with Tao Hongya and Huang Sishi. The term of validity of the agreement on concerted action signed by Huang Hongyun, Jinke holdings, Hongxing Furniture Group and Guangdong Hongmin is three years. Unless otherwise agreed in the agreement, the parties can terminate this agreement through friendly negotiation within the term of concerted action. Please supplement and disclose the equity structure of Hongxing Furniture Group and Guangdong Hongmin, and explain whether they are related to your company, controlling shareholder, actual controller and Dong Jiangao, whether there are other potential agreements and arrangements that have not been disclosed, whether they may have an impact on the stability of your company’s control, and give special risk tips.
4. Please supplement and disclose the equity structure chart before and after the change of shares, and urge relevant shareholders to disclose the corresponding equity change report as soon as possible in accordance with the administrative measures for the acquisition of listed companies and other provisions.
Your company is requested to make a written explanation on the above issues, submit relevant explanatory materials to our department for disclosure before January 26, 2022, and send a copy to the dispatched office at the same time. At the same time, remind your company and all directors, supervisors and senior managers to strictly abide by the securities law, the company law and other laws and regulations, as well as the stock listing rules of the exchange, and truly, accurately, completely, timely and fairly perform the obligation of information disclosure.
We are writing to inform you that
Shenzhen Stock Exchange listed company management department 1 January 21, 2022
