Announcement on more than half of the time of passive reduction plan of controlling shareholders
Securities code: 002656 securities abbreviation: St modern Announcement No.: 2022-005 Modern Avenue Group Co.Ltd(002656)
Announcement on more than half of the time of passive reduction plan of controlling shareholders
The controlling shareholder Guangzhou Ruifeng Group Co., Ltd. guarantees that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor. Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as “the company”) disclosed the pre disclosure announcement on the possible passive reduction of controlling shareholders of the company (Announcement No.: 2021-123) on September 23, 2021, The stock pledge transaction between Guangzhou Ruifeng Group Co., Ltd. (hereinafter referred to as “Ruifeng group”), the controlling shareholder of the company, and Founder Securities Co.Ltd(601901) (hereinafter referred to as ” Founder Securities Co.Ltd(601901) “) as an integrating party has constituted a material breach of contract. Founder Securities Co.Ltd(601901) starts the execution procedures to dispose of the company’s shares pledged by the above controlling shareholder, which may reduce the holding of no more than 490833 shares of the above-mentioned shareholder, Accounting for 0.0689% of the total share capital of the company. The reduction period shall be within six months after the date of disclosure of the above announcement. If the shares are reduced by centralized bidding trading, the reduction period shall be within six months after 15 trading days from the date of disclosure of the above announcement.
On January 24, 2022, the company received the notification letter on more than half of the planned time of passive reduction of shares from Ruifeng group. As of January 21, 2022, the planned time of passive reduction of shares by the above shareholders has been more than half. From September 23, 2021 to January 21, 2022, 490819 shares have been passively reduced, accounting for 0.0689% of the total share capital of the company. In accordance with the provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies (CSRC announcement [2017] No. 9) and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for reduction”), the relevant information is hereby announced as follows:
1、 Passive reduction of shareholders
1. Passive reduction of shareholders’ shares
Announcement on more than half of the time of passive reduction plan of controlling shareholders
Average price of reduction
Shareholder name reduction method number of shares (shares) reduction proportion during reduction period (yuan)
September 23, 2021
Ruifeng group centralized bidding transaction 2.41 490819 0.0689% – January 21, 2022
Consolidated 2.41 490819 0.0689%
The reduction of shares comes from the shares held by the company before the initial public offering and the capital after the listing of these shares
For the shares obtained from the conversion of public accumulation fund into share capital, the reduction price range of centralized bidding is 2.03 ~ 3.08 yuan.
2. Shareholding of controlling shareholders and persons acting in concert before and after this passive reduction
Shares held before this reduction and shares held after this reduction
Name of shareholders and nature of shares
Proportion of shares (shares) to total share capital
Cases (%) proportion (%)
In total, 32669733 4.59% and 32178914 4.52% of the shares held by Ruifeng group are 32669733 4.59% and 32178914 4 4.52% of the shares without sale conditions
Shares with limited sales conditions 0.00% 0.00%
Total shares held: 18800000 2.64%
Lin Yongfei, including 18.8 million 2.64% shares with unlimited sales conditions
Shares with limited sales conditions 0.00% 0.00%
Total shares held: 192000000 2.69%
Weng Wuyou, among them, shares with unlimited sales conditions account for 2.69% of 192000000 shares
Shares with limited sales conditions 0.00% 0.00%
Total shares held 160000 0.02% 160000 0.02%
Yan Yanxiang, among them, 160000 shares with unlimited conditions of sale 0.02% 160000 0.02%
Shares with limited sales conditions 0.00% 0.00%
Total shares held: 70829733 9.94% 70338914 9.87%
In total, 70829733 shares with unlimited sales conditions accounted for 9.94% and 70338914 shares accounted for 9.87%
Shares with limited sales conditions 0.00% 0.00%
Note: the share capital used to calculate the proportion of shares in the total share capital before and after the reduction is 712519844 shares.
Announcement on more than half of the time of passive reduction plan of controlling shareholders
2、 Other relevant instructions
1. The passive share reduction of Ruifeng group has been disclosed in advance in accordance with relevant regulations. As of January 21, 2022, the number of shares actually reduced did not exceed the number of shares planned to be reduced, and the reduction plan has not been implemented yet. 2. As of January 21, 2022, the controlling shareholder Ruifeng group and its persons acting in concert held 70338914 shares of the company, accounting for 9.87% of the total share capital of the company, and the control right of the company had not changed.
3. The company received the investigation notice of China Securities Regulatory Commission (Yue Cha Zi No. 20006) on March 31, 2020. Because the company is suspected of violating laws and regulations in information disclosure, according to the relevant provisions of the securities law of the people’s Republic of China, the China Securities Regulatory Commission decided to file a case for investigation. On January 17, 2022, the company and relevant parties received the decision on administrative punishment (No. [2022] 1) issued by Guangdong regulatory bureau of China Securities Regulatory Commission. The passive reduction of the controlling shareholders, actual controllers and persons acting in concert of the company has violated the relevant provisions of the detailed rules on reduction of shares.
From April 1, 2020 to January 17, 2022, Ruifeng group, the controlling shareholder of the company, passively reduced 150145 shares, accounting for 21.0731% of the total share capital of the company, and Mr. Lin Yongfei, the shareholder, reduced 47589603 shares, accounting for 6.6791% of the total share capital of the company; Mr. Weng Wuqiang has reduced 17600000 shares in total, accounting for 2.4701% of the total share capital of the company.
4. According to the relevant provisions of the detailed rules on reduction of shares, if the controlling shareholder reduces its shares by means of centralized bidding trading, the reduction period shall be within six months after 15 trading days from the date of disclosure of the above announcement. Ruifeng group passively reduced 432547 shares of listed companies from September 23, 2021 to October 20, 2021, accounting for about 0.0607% of the total share capital of the company, in violation of the above provisions.
5. According to article 4.2.19 of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, “controlling shareholders and actual controllers shall not buy or sell shares of listed companies during the following periods: (II) within 10 days before the announcement of the company’s performance forecast and performance express”. On October 15, 2021, the company disclosed the performance forecast for the first three quarters of 2021 (Announcement No.: 2021-130). Ruifeng group passively reduced 104757 shares of the company, accounting for about 0.0147% of the total share capital of the company, in violation of the above provisions, For details, see the progress announcement on passive reduction of controlling shareholders of the company (Announcement No.: 2021-132) disclosed by the company on October 19, 2021.
Announcement on more than half of the time of passive reduction plan of controlling shareholders
6. The company will continue to pay attention to the follow-up implementation of its share reduction plan, and timely fulfill the obligation of information disclosure in accordance with relevant regulations.
3、 Documents for future reference
Notification letter on more than half of the planned time for passive share reduction issued by Ruifeng group
It is hereby announced.
Modern Avenue Group Co.Ltd(002656) board of directors January 25, 2022
