Shenzhen Hemei Group Co.Ltd(002356)
Short form equity change report
Name of listed company: Shenzhen Hemei Group Co.Ltd(002356) place of listing: Shenzhen Stock Exchange Stock abbreviation: * ST Hemei Stock Code: 002356 SZ
Nature of changes in the rights and interests of the domicile and mailing address of the information disclosure obligor
Wang Yufei Yingze District, Taiyuan City, Shanxi Province Yingze District, Taiyuan City, Shanxi Province
**** ****
Date of signature: January, 2002
Statement of information disclosure obligor
1、 This report is prepared by the information disclosure obligor in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 15 – Report on changes in equity, 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 of obligations does not violate any laws, regulations and internal normative documents.
3、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Shenzhen Hemei Group Co.Ltd(002356) .
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 Shenzhen Hemei Group Co.Ltd(002356) by any other means. 4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized 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 assumes personal and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
interpretation…… Section 1 Introduction to information disclosure obligors five
1、 Basic information of information disclosure obligor 5. Wang Yufei’s equity shares in other domestic and overseas listed companies reach or exceed that of the company
5% of the issued shares Section 2 purpose of equity change and shareholding plan six
1、 The purpose of this equity change six
2、 Shareholding plan in the next 12 months Section III equity change method seven
1、 Changes in shareholding of information disclosure obligors seven
2、 The way of this equity change seven
3、 The main contents of the agreement signed for this transaction eight
4、 The capital source of this equity change 9 5. Major transactions with listed companies in the most recent year and period and future transactions with listed companies
Other arrangements between eleven
6、 Whether there are rights restrictions on the shares in which the information disclosure obligor has interests in the listed company 11 Section IV trading of listed shares within the first six months Section V other major matters Section VI documents for future reference fifteen
interpretation
In this report, unless the context specifies, the following abbreviations have the following meanings:
Report / this report refers to the Shenzhen Hemei Group Co.Ltd(002356) simplified report on changes in equity
*St Hemei, Hemei group, Shangzhi Shenzhen Hemei Group Co.Ltd(002356) city company
Huizhou haoningda refers to Huizhou haoningda Technology Co., Ltd., a subsidiary of Shenzhen Hemei Group Co.Ltd(002356)
Hemei commerce refers to Shenzhen Hemei commerce Co., Ltd., a subsidiary of Shenzhen Hemei Group Co.Ltd(002356)
Shidai Rongguang refers to Hainan Shidai Rongguang industrial investment partnership (limited partnership)
Xiaoyi Fuyuan refers to Xiaoyi Fuyuan Jinlai heat source Co., Ltd
Information disclosure obligor refers to Wang Yufei
By participating in the reorganization of Shenzhen Hemei Group Co.Ltd(002356) , Wang Yufei transferred 219429617 shares in the shares converted from Shenzhen Hemei Group Co.Ltd(002356) capital reserve, excluding 63326986 shares used to repay the guarantee liability for violations and the settlement liability for problems left over by history, Directly hold the remaining 156102630 shares, accounting for 11.90% of the shares of the listed company after the reorganization.
Shenzhen Hemei Group Co.Ltd(002356) . The restructuring investment agreement between the restructuring manager and Hainan Shidai Rongguang refers to the restructuring investment agreement signed by industrial investment partnership (limited partnership), Wang Yufei and Xiaoyi Fuyuan Jinlai heat source Co., Ltd. on November 29, 2021
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
CSRC / CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange / stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: (1) the financial data and financial indicators quoted in this report, unless otherwise specified, refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data; (2) In this report, if there are differences in the mantissa between the sum of some total numbers and each detailed number, unless otherwise specified, these differences are caused by rounding.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name: Wang Yufei
Former name: Wang Yue
Gender female
Nationality China
ID No.: 1401061986********
Address: Yingze District, Taiyuan City, Shanxi Province****
Mailing address: Yingze District, Taiyuan City, Shanxi Province****
Have you obtained the right of residence in other countries or regions
2、 Wang Yufei’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, Wang Yufei has no shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section 2 purpose of equity change and shareholding plan
1、 Purpose of this equity change
In order to avoid the bankruptcy liquidation caused by the reorganization failure of Hemei group and resolve the delisting risk, the investors and creditors need to make joint efforts to share the reorganization cost of Hemei group. Hemei group adopts the scheme of converting capital reserve into shares to resolve the delisting crisis by converting into shares for debt repayment and introducing restructuring investors. After the completion of the reorganization, with the resolution of the debt crisis, business difficulties and the reorganization of investors’ support for the company’s business development, it is expected that Hemei group will gradually restore its sustainable operation ability and profitability, return to the track of sound development, and the shares of Hemei group held by all investors and shared by creditors will become truly valuable assets, It is conducive to protecting the legitimate rights and interests of investors and creditors.
Wang Yufei, the obligor of information disclosure, recognizes the value of Hemei group after reorganization and is optimistic about its future development. Therefore, as a reorganization investor, he participates in this reorganization. The stock transfer payment paid by him will be used to pay the bankruptcy expenses of Hemei group, pay off debts and supplement working capital, which is conducive to resolving the financial and operating crisis of the listed company. In the process of this reorganization, Hemei group converted its capital reserve into shares, with a total of 783447973 shares, and the total share capital increased from 527806548 shares to 1311254521 shares. 598843962 converted shares were used to introduce three restructuring investors: era Rongguang, Wang Yufei and Xiaoyi Fuyuan. 184604011 converted shares were paid to creditors to pay off the debts of Hemei group and its core subsidiaries under collaborative restructuring.
By participating in this reorganization, Wang Yufei, the information disclosure obligor, received 219429617 shares of the converted shares of Hemei group’s capital reserve. After deducting 63326986 shares used to repay the liability for illegal guarantee and the liability for paying off problems left over by history, she directly held the remaining 156102630 shares, accounting for 11.90% of the shares of the listed company after the reorganization.
2、 Shareholding plan in the next 12 months
In addition to the changes in equity disclosed in this report on changes in equity, as of the signing date of this report, the information disclosure obligor has no plan to continue to increase or reduce its shares in the listed company in the next 12 months. In case of relevant equity changes in the future, the information disclosure obligor will perform the information disclosure obligations in strict accordance with the requirements of relevant laws and regulations.
Section III changes in equity
1、 Changes in shareholding of information disclosure obligors
Before this equity change, the information disclosure obligor did not directly or indirectly hold the shares of the listed company.
After this equity change, the information disclosure obligor directly holds 156102630 shares of the listed company, accounting for 11.90% of the total share capital of the listed company.
Before and after this equity change, the changes in the equity of the listed company held by the information disclosure obligor are as follows:
Name of shareholder before and after this equity change
Number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
Wang Yufei — 156102630 11.90%
Total — 156102630 11.90%
2、 Method of this equity change
On November 29, 2021, Shenzhen intermediate people’s Court issued the civil ruling (2020) Yue 03 Po Shen No. 827, (2021) Yue 03 Po Shen No. 3 and (2021) Yue 03 Po Shen No. 18), ruling to accept the reorganization application of Hemei group, Huizhou haoningda and Hemei business.
On November 29, 2021, times Rongguang, Wang Yufei and Xiaoyi Fuyuan signed the restructuring investment agreement with Hemei group and the pre restructuring manager of Hemei group.
On December 29, 2021, Shenzhen intermediate people’s Court issued the civil ruling (2021) Yue 03 Po No. 616 BIS, (2021) Yue 03 Po No. 617 BIS and (2021) Yue 03 Po No. 618 BIS), ruling to approve the reorganization plan of Hemei group, Huizhou haoningda and Hemei business.
On December 31, 2021, Shenzhen intermediate people’s Court issued the civil ruling (2021) Yue 03 Po No. 616-3, (2021) Yue 03 Po No. 617-3, (2021) Yue 03 Po No. 618-3), ruled that the reorganization plan of Hemei group, Huizhou haoningda and Hemei business was completed, and terminated the reorganization procedures of Hemei group, Huizhou haoningda and Hemei business.
On December 31, 2021, according to the top n detailed data sheet of consolidated general account and margin trading credit account issued by registration and Clearing Company, as of December 31, 2021, all 783447973 shares of capital reserve converted into share capital of Hemei group were registered under the special account for Shenzhen Hemei Group Co.Ltd(002356) bankruptcy enterprise property disposal.
On January 21, 2022, 156102630 shares involved in this equity change have been delivered to Wang Yufei’s account.
The equity changes of the information disclosure obligor due to its participation in the reorganization of Hemei group are as follows:
The reorganization plan will adjust the rights and interests of the investors of Hemei group. Taking the total share capital of 527806548 shares as the base, the capital reserve was increased by 14.84 shares for every 10 shares, with a total of 783447973 shares. After the increase, the total share capital of Hemei group will increase from 527806548 shares to 1311254521 shares. The above converted shares will not be distributed to the original shareholders, and all of them will be transferred free of charge to pay off Hemei group and its core subsidiary Huizhou Hao
