Nanfang Shares (600250): Issue Shares To Buy Assets And Raise Matching Funds.
Securities code: 600250 securities abbreviation: Nanfang stock No.: 2019-051
The Nanjing textile import and export Limited by Share Ltd issues the issue of shares to buy assets and raise the matching funds and related transactions issued shares to buy assets and the announcement of share changes.
The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important note:
1. Overview of the issue
(1) type of issue: RMB common stock listed in China (A shares)
(2) number of issues: 37816912 shares
(3) issue price: 7.19 yuan / share
(4) target: Nanjing Confucius Temple Cultural Tourism Group Co., Ltd.
(5) the sale period: 12 months, under the premise of meeting certain conditions, three periods of lifting the ban, 12 months after the lifting of the ban 30%, 24 months after the lifting of the ban 30%, 36 months after the lifting of the ban 40%.
2. Estimated time to market
In December 25, 2019, the Shanghai branch of China Securities Depository and Clearing Co., Ltd. issued the certificate of registration of securities changes, and the registration procedures for the newly issued shares of the company to purchase assets have been completed. The new shares can be listed on the Shanghai Stock Exchange on the next trading day with the expiration of the sale period. The period of sale is calculated from the date of the listing of shares.
3. Transfer of assets
In December 20, 2019, according to the acknowledgement letter of the agreement on the transfer of specific matters in Qinhuai, issued by the national small and medium enterprises share transfer system limited liability company (share transfer system letter [2019]5030), the company and the trading party Nanjing Confucius Temple Cultural Tourism Group Co., Ltd. in China securities registration and settlement limited liability company.
The company completed the registration of the 51% share of the Nanjing Qinhuai scenic tourism Limited by Share Ltd. Yung Cheng Certified Public Accountants (special general partnership) invested capital in the issue of shares purchased, and issued the "inspection number [2019]8356" and "capital verification report". As at December 20, 2019, the company has received the newly registered capital of RMB 37816912 yuan from Nanjing Confucius Temple Cultural Tourism Group Co., Ltd. with its 51% stake in Nanjing Qinhuai scenery and tourism Limited by Share Ltd, with a registered capital of 296509372 yuan and a total capital stock of 296509372 yuan after the change.
(without special explanation, the abbreviation of this announcement is the same as that referred to in the report issued by the Nanjing textiles import and export Limited by Share Ltd issue of shares issued by the company in November 29, 2019, and the supporting fund and related transactions report).
First, the issue of this issue.
(1) procedures for deliberation and approval of this issue
1, this transaction plan and related matters have been approved by Jiangsu SASAC in principle.
2, the transaction plan and related matters have been agreed by the travel group and its concerted action.
3, the transaction plan and related matters have been agreed by the state owned assets Office of Qinhuai district.
4, the transaction plan and related matters were considered and approved by the nine board meeting of Nanfang ninth.
5, the transaction plan and related matters were deliberated and passed by the board of directors of Confucius temple travel agency.
6. The tourism group that subscribed the supporting funds has fulfilled the necessary internal decision-making process.
7, the asset valuation report of the transaction has been registered by the Jiangsu SASAC.
8, the transaction has been approved by the Jiangsu provincial SASAC.
9. The transaction has been approved by Qinhuai state capital office.
10, the draft transaction and related matters were examined and approved by the ninth board meeting of Nanfang textile company at its ninth session.
11, the draft transaction and related matters were examined and approved by the second provisional shareholders' meeting of Nanfang stock in 2019.
12. The draft and related matters were examined and approved by the board of directors of Confucius temple and the shareholders' meeting.
13, the transaction has been approved by the China Securities Regulatory Commission (SFC license No. [2019]2487).
(two) the issue of this issue.
The issuance of shares only refers to the issue of shares issued for the purchase of assets in the transaction, and the issue of shares issued by matching funds shall be dealt with separately.
1. Types and par value of issue shares.
The shares issued in this issue are domestic common stock (A shares), with a face value of 1 yuan per share.
2. Issue objects and distribution methods
The object of this issue is Nanjing Confucius Temple Culture Tourism Group Co., Ltd. This issue adopts the way of non-public offering of shares to specific objects.
3, the pricing basis, pricing basis date and issuing price of issuing shares.
According to the forty-fifth provision on the management of major assets reorganization of listed companies, the price of shares issued by a listed company shall not be lower than 90% of the market reference price. The market reference price is one of the 20 trading days, 60 trading days or 120 trading days of the company's stock transaction price before the board of directors of the issuing share purchase.
The base price date for the purchase of assets in the issue of shares is the ninth day of the nine resolution of the board of directors of the company. Based on the market price of Nanfang stock and the friendly consultation of all parties, the issue price of shares issued for the issue of shares is determined to be 90% of the stock trading average price of the 20 trading days before the price fixing benchmark, that is, 7.19 yuan / share.
4. Number of issues
According to the assessment results recorded by the authorized state owned assets supervision and administration institution and through full consultation between the two sides of the transaction, the transaction price of the 51% stake in the Qinhuai assets of the underlying assets of the transaction is priced at 271 million 903 thousand and 600 yuan, and the consideration is paid in the form of shares. According to the stock price of 7.19 yuan / share, the number of shares issued by the Confucius Temple exchange is 37816912 shares.
5. Listing place
The shares issued will be listed on the Shanghai stock exchange.
(three) capital verification and stock registration.
Yung Cheng Certified Public Accountants (special general partnership) invested capital in the issue of shares purchased, and issued the "inspection number [2019]8356" and "capital verification report". As at December 20, 2019, the company has received the newly registered capital of RMB 37816912 yuan from Nanjing Confucius Temple Cultural Tourism Group Co., Ltd. with its 51% stake in Nanjing Qinhuai scenery and tourism Limited by Share Ltd, with a registered capital of 296509372 yuan and a total capital stock of 296509372 yuan after the change.
In December 25, 2019, the Shanghai branch of China Securities Depository and Clearing Co., Ltd. issued the certificate of registration of securities changes, and the registration procedures for the newly issued shares of the company to purchase assets have been completed.
The number of shares issued by the company is 37816912 shares, which are all tradable shares with limited sale conditions. After the issuance of the shares, the number of shares of the company is 296509372 shares.
The new shares of the new issue can be listed on the Shanghai Stock Exchange on the next trading day when the sale is restricted. The time limit is expected to be postponed to the first trading day after the statutory holidays or rest days. The period of sale is calculated from the date of the listing of shares.
(four) transfer of assets
In December 20, 2019, according to the confirmation letter of the agreement on the transfer of specific matters of the Qinhuai scenery, issued by the national small and medium enterprises share transfer system limited liability company ([2019]5030), the company and the transaction side Confucius Temple Wen Lu completed the registration of transfer of 51% shares of Qinhuai scenery in China Securities Depository and Clearing Co., Ltd.
(five) concluding observations of intermediaries
1. Independent financial adviser's concluding observations
The independent financial advisor, Huatai United Securities Company Limited, believes that the implementation of the transaction is consistent with the provisions of laws, regulations and normative documents such as the People's Republic of China company law, the People's Republic of China securities law and the management measures of major assets reorganization of listed companies, and has fulfilled relevant information disclosure obligations in accordance with the relevant laws and regulations. The assets have been transferred and completed the relevant capital verification; the new shares of the Nanfang textile joint stock purchase asset have been registered at the Shanghai branch of China registered & Clearing Co., Ltd., legally and effectively. During the implementation of the transaction, there is no significant difference between the actual situation and the information disclosed before. During the implementation of the transaction, there was no case that the capital and assets of the listed company were occupied by the actual controller or other related party, nor did the listed company provide guarantee for the actual controller and its associated parties. The relevant agreements and commitments involved in the transaction had been effectively fulfilled or still in the process of implementation, and there was no violation of the agreement or commitment.
2. Counsel's concluding observations
The legal adviser of the transaction, Shanghai Jin Tian Cheng law firm, believes that the transaction has obtained the necessary approval and authorization, and the approval and authorization are lawful and effective; the terms of the agreement related to this transaction have been achieved, and the legal conditions for implementation have been fulfilled; the underlying assets of the transaction have been completed, and the transfer of the underlying assets is lawful and effective; the listed companies have completed the verification of new registered capital and the registration procedures for issuing new shares to the trading parties, and the relevant implementation process and results are legal and effective; and the transaction is in the transaction.
On the basis of effective implementation of the relevant agreements and commitments, there is no substantive legal obstacle to the subsequent transaction of this transaction.
Two, release results and distribution objects
(1) issuance results
| Issue object | Subscription quantity (share) | Restriction period |
| Nanjing Confucius Temple Cultural Tourism Group Co., Ltd. | Thirty-seven million eight hundred and sixteen thousand nine hundred and twelve | In 12 months, under the premise of meeting certain conditions, the three stages of lifting the ban were lifted, 30% were lifted after 12 months, 30% were lifted after 24 months, 40% were lifted after 36 months. |
About the specific arrangements for the sale period, the Confucius temple travel pledge:
"The enterprise shall not be transferred within 12 months from the date of the reorganization of the listed company's shares since the new shares are listed, including, but not limited to, the public market through the securities market and the transfer of the agreement. After the reorganization is completed, the share repurchase or share free grant of the company due to the performance compensation arrangement of this reorganization is not subject to the locking of the above-mentioned shares. After the completion of the reorganization, the listed company's share dividends and share capital added to the reorganization were also observed in accordance with the above lock convention. The shares of the listed company acquired by the reorganization shall be complied with the relevant laws, regulations and normative documents and the provisions of the Shanghai stock exchange, as well as the articles of association of the listed company when the shares are transferred after the lifting of the lock up. If the CSRC or the Shanghai stock exchange has different opinions on the above restriction arrangements, the enterprise agrees to modify and implement the restriction arrangement according to the opinions of the CSRC or the Shanghai stock exchange.
"The newly acquired shares of the enterprise in this issue are divided into three phases, and the lifting time and proportion are:
(1) the first phase: after 12 months after the date of the listing of the shares listed above, after the issuance of the special audit report of the actual profits of Qinhuai scenery in 2019, and the performance of the compensation obligation that should be fulfilled in the year (if any) is fulfilled (whichever is later than the date of satisfaction), 30% of the aforementioned shares shall be released from the sale of the above compensation obligation.
(2) second phase: after 24 months from the date of listing of the shares listed above, after the issuance of the "special audit report" of the actual profits of Qinhuai scenery 2020, and the performance of the compensation obligation that should be fulfilled in the year (if any) is fulfilled (whichever is later), the 30% of the aforementioned shares should be released from the above compensation obligation.
(3) third phase: after 36 months from the date of listing of the shares listed above, Qinhuai scenery 2021
After the issuance of the special audit report after the actual profit situation has been fulfilled and the compensation obligation that should be fulfilled in the year (if any) is fulfilled (whichever is satisfied later), 40% of the aforementioned shares shall be partially released from the sale of the above compensation obligation. If the end of any one year of the performance commitment period does not reach 80% of the accumulated net profit of the Qinhuai up to the end of the current period, the time limit for the remaining shares held after the deduction of share compensation is automatically extended for 12 months as a compensatory obligor, and the shares are disposed of according to the next period of sale. After the issuance of this issue, the shares of the listed company held by the other party as a result of the increase in shares such as the shares in the Nanfang textile company and the increase in capital stock are also carried out in accordance with the stipulations of the preceding lock period. The lifting of the corresponding shares hereafter shall be carried out in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai stock exchange. "
(two) introduction of objects
| Name | Nanjing Confucius Temple Cultural Tourism Group Co., Ltd. |
| Nature of enterprise | Company with limited liability |
| residence | No. 32, Dashi Ba street, Qinhuai District, Nanjing |
| Office location | No. 32, Dashi Ba street, Qinhuai District, Nanjing |
| Legal representative | Wang Xuejun |
| Uniform credit announcement code | 91320104598020013M |
| Establishment time | 2012-07-16 |
| registered capital | 160798.43705 yuan RMB |
| Business scope | Tourism souvenirs, arts and crafts development and sales; tourism project development; tourism projects, construction project investment; corporate image design; enterprise marketing planning; catering enterprises to provide management services; catering culture exchange; property management; organizational culture and art exchange; exhibition display services; various domestic advertising design, production, release, agency (except with the permit business projects). (legally approved projects can be launched after approval by the relevant departments). |
Three. The change of the top ten shareholders before and after this issue.
(1) before the issue, the shareholding of the top ten shareholders of the company.
As of December 20, 2019, the top ten shareholders of Nanfang stock holdings are as follows:
| Serial number | Name | Number of shares held (shares) | Proportion (%) |
| One | Nanjing tourism Refco Group Ltd | Ninety million five hundred and sixteen thousand five hundred and sixty-two | Thirty-four point nine nine |
| Two | China Securities Investor Protection Fund Co., Ltd. | Eighteen million six hundred and nine thousand three hundred and two | Seven point one nine |
| Three | Nanjing Si Ya Group Co., Ltd. | Four million nine hundred and twenty thousand four hundred and fifty-one | One point nine zero |
| Four | Nanjing commercial building Limited by Share Ltd | Four million one hundred and ninety-two thousand and thirty | One point six two |
| Five | Lei Li Jun | Three million three hundred thousand four hundred and fifty-one | One point two eight |
| Six | Hu Zhi Wei | Three million one hundred and thirty-one thousand six hundred and forty-five | One point two one |
| Seven | Hu Zhi Jian | Two million nine hundred and fifteen thousand nine hundred and eighty-eight | One point one three |
| Eight | White sky line | Two million one hundred and eighty-three thousand and one hundred | Zero point eight four |
| Nine | Beijing yuan He Sheng De Investment Co., Ltd. | One million eight hundred and ninety thousand | Zero point seven three |
| Ten | Xiang Xiao Ting | One million eight hundred and fifty-nine thousand and four hundred | Zero point seven two |
| Total | One hundred and thirty-three million five hundred and eighteen thousand nine hundred and twenty-nine | Fifty-one point six one | |
(two) the shareholding of the top ten shareholders of the company after the issue.
As of December 25, 2019 (the new stock registration date), the ten largest shareholders of Nanfang stock holdings are as follows:
| Serial number | Name | Number of shares held (shares) | Proportion (%) |
| One | Nanjing tourism Refco Group Ltd | Ninety million five hundred and sixteen thousand five hundred and sixty-two | Thirty point five three |
| Two | Nanjing Confucius Temple Cultural Tourism Group Co., Ltd. | Thirty-seven million eight hundred and sixteen thousand nine hundred and twelve | Twelve point seven five |
| Three | China Securities Investor Protection Fund Co., Ltd. | Eighteen million six hundred and nine thousand three hundred and two | Six point two eight |
| Four | Nanjing Si Ya Group Co., Ltd. | Four million nine hundred and twenty thousand four hundred and fifty-one | One point six six |
| Five | Nanjing commercial building Limited by Share Ltd | Four million one hundred and ninety-two thousand and thirty | One point four one |
| Six | Lei Li Jun | Three million three hundred thousand four hundred and fifty-one | One point one one |
| Seven | Hu Zhi Wei | Three million one hundred and thirty-one thousand six hundred and forty-five | One point zero six |
| Eight | Hu Zhi Jian | Two million nine hundred and fifteen thousand nine hundred and eighty-eight | Zero point nine eight |
| Nine | White sky line | Two million one hundred and eighty-three thousand and one hundred | Zero point seven four |
| Ten | Beijing yuan He Sheng De Investment Co., Ltd. | One million eight hundred and ninety thousand | Zero point six four |
| Total | One hundred and sixty-nine million four hundred and seventy-six thousand four hundred and forty-one | Fifty-seven point one six | |
(three) the impact of this issue on the control rights of listed companies.
Before and after this issue, the controlling shareholders of the company are all tourism groups. The actual control per capita is Nanjing SASAC, the controlling shareholder and the actual control per capita have not changed. This issue has not led to the change of the company's control rights.
Four. The change of capital structure before and after this issue.
| Securities classification | Number of shares changed before | Number of shares changed | Number of shares after alteration |
| Restricted circulation shares | - | Thirty-seven million eight hundred and sixteen thousand nine hundred and twelve | Thirty-seven million eight hundred and sixteen thousand nine hundred and twelve |
| Unlimited sale of tradable shares | Two hundred and fifty-eight million six hundred and ninety-two thousand four hundred and sixty | - | Two hundred and fifty-eight million six hundred and ninety-two thousand four hundred and sixty |
| Total capital stock | Two hundred and fifty-eight million six hundred and ninety-two thousand four hundred and sixty | Thirty-seven million eight hundred and sixteen thousand nine hundred and twelve | Two hundred and ninety-six million five hundred and nine thousand three hundred and seventy-two |
Five. Management discussion and analysis
The impact of this transaction on listed companies is detailed in the report of the Nanjing textile import and export Limited by Share Ltd issued by the company in November 29, 2019 to purchase assets and raise matching funds and related transactions.
Six, this issue related intermediary agencies
(I) independent financial adviser
Organization Name: Huatai United Securities Co., Ltd.
Legal representative: Jiang Yu
Address: 4 floor, building 1, Huatai Securities Plaza, 228 Jiangdong Road, Jianye District, Nanjing, Jiangsu.
Tel: 025-83387747
Fax: 025-83387711
Sponsor: Zhu Jun and Liang Yan
Project Coordinator: Li Wei and Li Wu
(two) legal adviser
Name of Institution: Shanghai Jin Tian Cheng Law Firm
Person in charge: Gu Gongyun
Address: 11, 12, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000
Fax: 021-20511999
Staff: sun, Wang Chao
(three) audit institutions
Organization Name: Rong Cheng accounting firm (special general partnership)
Person in charge: Xiao Hou fat
Address: 901-22 to 901-26, 1 foreign trade building, 22 Fucheng Gate Street, Xicheng District, Beijing.
Tel: 025-87768699
Fax: 025-87768601
Managing personnel: Lin Yanlin, Liu Wenjian
(four) capital verification institution
Organization Name: Rong Cheng accounting firm (special general partnership)
Person in charge: Xiao Hou fat
Address: 901-22 to 901-26 of the 1 foreign economic and trade building, No. 22 Fucheng door street, Xicheng District, Beijing: 025-87768699 Fax: 025-87768601: Xu Haojun, Wang Chuanwen
(five) evaluation institutions
Name: Xiamen university assets appraisal land real estate appraisal limited liability company: Wang Jian Qing address: Xiamen Hubin South Road No. 609, Xia Shang real estate nine level telephone: 0592-5804752 Fax: 0592-5804760 staff: Zhang Qing, Xu Wenting
Notice hereby
The board of directors of Nanjing textiles import and export Limited by Share Ltd
December 27, 2019
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