Shenzhen Hemei Group Co.Ltd(002356)
Detailed equity change report
Name of listed company: Shenzhen Hemei Group Co.Ltd(002356)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: * ST Hemei
Stock Code: 002356
Information disclosure obligor: Hainan Shidai Rongguang industrial investment partnership (limited partnership)
Address: room gn-136, Yunhai zeyue community, Qingshuiwan Avenue, Yingzhou Town, Lingshui Li Autonomous County, Hainan Province mailing address: room gn-136, Yunhai zeyue community, Qingshuiwan Avenue, Yingzhou Town, Lingshui Li Autonomous County, Hainan Province
Nature of share change: increase (execution of court ruling)
Information disclosure obligor: Xiaoyi Fuyuan Jinlai heat source Co., Ltd
Residence: Northwest of Wutong village, Wutong Town, Xiaoyi, Lvliang, Shanxi
Address: Northwest of Wutong village, Wutong Town, Xiaoyi, Lvliang, Shanxi
Nature of share change: increase (execution of court ruling)
Date of signature: January, 2002
Tips on major issues
1、 Risks of business development of listed companies after this equity change
After the completion of this reorganization, in addition to the disposal and price change of some assets in accordance with the Shenzhen Hemei Group Co.Ltd(002356) reorganization plan, Hemei group will continue to retain the operating assets such as the equity of Hemei commerce and Huizhou haoningda, and its main business will continue to focus on the sales of clothing and jewelry; As the largest shareholder of Hemei group after the reorganization, Shidai Rongguang will support listed companies to continue to do a good job in existing industries, and actively explore advantageous industries conducive to the interests of shareholders and the development of the company by using the platform of capital market.
As the debt crisis of Hemei group lasts for a long time, there is great uncertainty whether the existing business can continue to give full play to its advantages in the field of brand agency and operation. At the same time, as the largest shareholder of the listed company, times Rongguang has a certain integration risk with Hemei group in terms of culture, business and personnel, which has a great impact on the future development of Hemei group.
2、 Risk of delisting of listed companies
Since the audited ending net assets of Hemei group in 2020 are negative, the delisting risk warning of the shares of listed companies will continue to be implemented since April 30, 2021. At the same time, Hemei group will be implemented with other risk warnings due to the uncertainty of its sustainable operation ability; On December 31, 2021, Shenzhen intermediate people’s court ruled that the implementation of the reorganization plan of Hemei group has been completed. Up to now, the shares converted from capital reserve have been transferred to the accounts of times Rongguang and Xiaoyi Fuyuan according to the Shenzhen Hemei Group Co.Ltd(002356) reorganization plan. Nevertheless, if the audited net assets of Hemei group are negative in the financial and accounting report of 2021, and the financial and accounting report is issued with qualified opinions, unable to express opinions or negative opinions, such as the audit report specified in the stock listing rules of Shenzhen Stock Exchange, Hemei group still has the risk of being terminated from listing.
Statement of information disclosure obligor
1、 This report is prepared 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 and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity Preparation of relevant laws, regulations and normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies.
2、 In accordance with the provisions of 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 offering securities to the public No. 15 – Report on changes in equity, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies, This report has fully disclosed 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 shareholding 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.
3、 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.
4、 This equity change is based on the information stated in this equity change report. Except for the information disclosure obligor and the professional institution hired, no other person has been entrusted or authorized to provide the information not listed in the equity change report and make any explanation or explanation to the equity change report.
5、 The information disclosure obligor and its actual controller promise that there are no false records, misleading statements or major omissions in this equity change report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
interpretation…… Section 1 basic information of information disclosure obligor seven
1、 Basic information of Rongguang in the era of information disclosure obligor seven
2、 Basic information of information disclosure obligor Xiaoyi Fuyuan thirteen
3、 The relationship between Rongguang of the times and Xiaoyi Fuyuan shows Section 2 purpose and decision-making procedure of equity change twenty-one
1、 The purpose of this equity change twenty-one
2、 Intention to increase or reduce shares in the next 12 months twenty-one
3、 Relevant decision-making procedures performed by the information disclosure obligor for this equity change 21 section 3 method of equity change twenty-four
1、 Changes in equity this time twenty-four
2、 The way of this equity change twenty-four
3、 The main contents of the signing agreement of this equity change twenty-six
4、 Whether there are rights restrictions on the transferred shares Section IV source of funds thirty
1、 The total amount of capital and payment method involved in this equity change thirty
2、 Statement of the information disclosure obligor on the source of funds 30 Section V follow up plan 31 I. whether it plans to change the main business of the listed company or make significant changes to the main business of the listed company in the next 12 months
Adjust 2. Whether the assets and businesses of the listed company or its subsidiaries are planned to be sold, merged or merged with others in the next 12 months
A plan of joint venture or cooperation, or a reorganization plan of a listed company to purchase or replace assets thirty-one
3、 Plans to adjust the composition of the current board of directors or senior managers of listed companies thirty-one
4、 Plans to amend the articles of association of listed companies thirty-one
5、 Plans to make major changes to the existing employee employment plans of listed companies thirty-two
6、 Plans to make major changes to the dividend policy of listed companies thirty-two
7、 Other plans that have a significant impact on the business and organizational structure of the listed company Section VI analysis of the impact on listed companies thirty-three
1、 The impact of this equity change on the independence of listed companies thirty-three
2、 Horizontal competition thirty-three
3、 Related party transactions Section 7 major transactions with listed companies thirty-six
1、 Transactions with listed companies and their subsidiaries thirty-six
2、 Transactions with directors, supervisors and senior managers of listed companies thirty-six
3、 Compensation or similar arrangements for the proposed replacement of directors, supervisors and senior managers of listed companies thirty-six
4、 Contracts, tacit understandings or arrangements that have a significant impact on listed companies 36 section 8 trading of shares of Listed Companies in the first six months thirty-seven
1、 Information disclosure obligors’ trading of shares of listed companies 37 II. Directors, supervisors, senior managers (or main responsible persons) of the information disclosure obligor and their immediate family members
Trading of shares of Listed Companies in 6 months Section IX Financial Information of the information disclosure obligor thirty-eight
1、 Financial information of times Rongguang in recent three years thirty-eight
2、 Financial information of guopeng new material, executive partner of times Rongguang in the last three years thirty-eight
3、 Financial information of Xiaoyi Fuyuan in recent three years Section 10 other major matters 48 the disclosure obligor declares that 49 disclosure obligor statement 50 financial advisor statement 51 section Xi documents for future reference 52 schedule fifty-six
interpretation
In this equity change report, unless the context specifies, the following abbreviations have the following meanings:
This report refers to Shenzhen Hemei Group Co.Ltd(002356) detailed equity change report
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 obligors refer to Hainan times Rongguang industrial investment partnership (limited partnership) and Xiaoyi Fuyuan Jinlai heat source Co., Ltd., which constitute the relationship of persons acting in concert
Guopeng new material refers to Hainan guopeng New Material Technology Co., Ltd., which is the executive partner of Hainan times Rongguang industrial investment partnership (limited partnership)
Shenzhen intermediate people’s court refers to the intermediate people’s Court of Shenzhen, Guangdong Province
Listed companies, * ST Hemei, Hemei collective index Shenzhen Hemei Group Co.Ltd(002356)
group
Huizhou haoningda refers to Huizhou haoningda Technology Co., Ltd., a wholly-owned subsidiary of Shenzhen Hemei Group Co., Ltd
Hemei commerce refers to Shenzhen Hemei commerce Co., Ltd., which is a wholly-owned subsidiary of Shenzhen Hemei Group Co., Ltd
Draft reorganization plan refers to the Shenzhen Hemei Group Co.Ltd(002356) draft reorganization plan
Reorganization plan refers to the Shenzhen Hemei Group Co.Ltd(002356) reorganization plan
By participating in the reorganization of Shenzhen Hemei Group Co.Ltd(002356) , Hainan times Rongguang industrial investment partnership (limited partnership) transferred 31541400 shares of the converted shares of the capital reserve of Shenzhen Hemei Group Co., Ltd, After deducting 91027916 shares used to repay the liabilities for breach of regulations and settlement of problems left over by history, the remaining 224386125 shares are directly held, accounting for 17.11% of the shares of the listed company after the reorganization of the equity change index; The number of shares in the capital reserve transferred into shares by Xiaoyi Fuyuan Jinlai heat source Co., Ltd., the person acting in concert, is 64000305 shares, After deducting the 18470371 shares used to repay the liability for illegal guarantee and the liability for repayment of problems left over by history, the remaining 45529934 shares are directly held, accounting for the shares of the listed company after the completion of reorganization
Reorganization manager and manager refer to Shenzhen Chengxin Certified Public Accountants (special general partnership) and Beijing JUNHE (Shenzhen) law firm
Shenzhen Hemei Group Co.Ltd(002356) . The restructuring investment agreement between the restructuring manager and Hainan times means that Rongguang industrial investment partnership (limited partnership), Wang Yufei and Xiaoyi Fuyuan Jinlai heat source Co., Ltd. signed on November 29, 2021
