Abstract Stock code: 000519 Securities abbreviation: Jiangnan Red Arrow Announcement No.: 2016-80 Hunan Jiangnan Red Arrow Co., Ltd. The last major asset reorganization, restricted shares, the release of restricted sales announcements, the company and all members of the board of directors to ensure the authenticity of the announcement , accurate and...
Stock code: 000519 Securities abbreviation: Jiangnan Red Arrow Bulletin No.: 2016-80
Hunan Jiangnan Hongjian Co., Ltd. announced the announcement of the previous major asset restructuring and restricted shares
Hunan Jiangnan Hongjian Co., Ltd. announced the announcement of the previous major asset restructuring and restricted shares
The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the contents of the announcement, and there are no false records, misleading statements or major omissions.
Special Note:
1. Hunan Jiangnan Hongjian Co., Ltd. (hereinafter referred to as “Jiangnan Hongjian†or “the companyâ€) The number of shares of the previous major asset restructuring and restricted circulation shares for which the restricted shares were released for sale was 87,319,667 shares, accounting for 8.4512% of the company's total share capital. .
2. The date of the listing of the restricted shares will be on September 22, 2016.
    I. Basic information on the acquisition of shares that have been restricted for sale In July 2013, Jiangnan Red Arrow obtained the “Approval of Hunan Jiangnan Red Arrow Co., Ltd. to China Ordnance Industry Group Co., Ltd. to issue assets and collect funds issued by the China Securities Regulatory Commission. The approval of the supporting funds (Zheng Jian Li [2013] No. 1012) approved the major asset restructuring and supporting financing of Jiangnan Hongjian. Listed companies use the shares to purchase assets to China North Industries Group Corporation (hereinafter referred to as "Weapons Group"), Henan Industrial Group Co., Ltd. (hereinafter referred to as "Yuxi Group"), Shanghai Xunbang Investment Co., Ltd. (hereinafter referred to as " Shanghai Xunbang "), Beijing Jinwanzhong Technology Development Co., Ltd. (hereinafter referred to as "Beijing Jinwanzhong"), Wang Siqing, Yu Guobing, Zhang Kui, Zhang Xiangfa, Liang Hao and other issued shares of 410,147,747 shares, the issue price of RMB 9.68 per share. Among them, the holders of the restricted shares that are applying for the restricted shares listed and sold in Beijing Jin Wanzhong, Wang Siqing, Yu Guobing, Zhang Kui, Zhang Xiangfa and Liang Hao hold a total of 66,740,108 shares.
The above-mentioned major assets reorganization issued shares to purchase assets, the new shares were completed on August 22, 2013 at China Securities Depository and Clearing Shenzhen Branch, and listed on the Shenzhen Stock Exchange on September 11, 2013.
After the completion of this major asset restructuring, the total share capital of listed companies increased to 601,301,347 shares. For details, please refer to the “Announcement of the Listing of Hunan Jiangnan Hongjian Co., Ltd. and the Listing of New Shares†published by the listed company on September 10, 2013 on
The number of shares acquired by the listed company in the previous major asset restructuring transaction was 410,147,747 shares. After the implementation of the 2014 annual equity distribution in 2015, the number of shares restricted by the listed company increased to 574,206,845 shares. In May 2016, each counterparty implemented After the performance commitment compensation shares were granted to other shareholders 37,588,528 shares, the number of shares held by the above shareholders was changed to 536,618,317 shares, accounting for 51.9363% of the total share capital of the listed company. Among them, the holders of the restricted shares that are applying for the restricted shares listed and sold in Beijing Jin Wanzhong, Wang Siqing, Yu Guobing, Zhang Kui, Zhang Xiangfa and Liang Hao hold a total of 87,319,667 shares (all of which are restricted shares), accounting for listed companies. 8.512% of the total share capital.
The restricted shares of the holders of the restricted shares that are applying for the restricted shares to be listed for circulation may be listed and traded as follows:
Special Note:
1. Hunan Jiangnan Hongjian Co., Ltd. (hereinafter referred to as “Jiangnan Hongjian†or “the companyâ€) The number of shares of the previous major asset restructuring and restricted circulation shares for which the restricted shares were released for sale was 87,319,667 shares, accounting for 8.4512% of the company's total share capital. .
2. The date of the listing of the restricted shares will be on September 22, 2016.
    I. Basic information on the acquisition of shares that have been restricted for sale In July 2013, Jiangnan Red Arrow obtained the “Approval of Hunan Jiangnan Red Arrow Co., Ltd. to China Ordnance Industry Group Co., Ltd. to issue assets and collect funds issued by the China Securities Regulatory Commission. The approval of the supporting funds (Zheng Jian Li [2013] No. 1012) approved the major asset restructuring and supporting financing of Jiangnan Hongjian. Listed companies use the shares to purchase assets to China North Industries Group Corporation (hereinafter referred to as "Weapons Group"), Henan Industrial Group Co., Ltd. (hereinafter referred to as "Yuxi Group"), Shanghai Xunbang Investment Co., Ltd. (hereinafter referred to as " Shanghai Xunbang "), Beijing Jinwanzhong Technology Development Co., Ltd. (hereinafter referred to as "Beijing Jinwanzhong"), Wang Siqing, Yu Guobing, Zhang Kui, Zhang Xiangfa, Liang Hao and other issued shares of 410,147,747 shares, the issue price of RMB 9.68 per share. Among them, the holders of the restricted shares that are applying for the restricted shares listed and sold in Beijing Jin Wanzhong, Wang Siqing, Yu Guobing, Zhang Kui, Zhang Xiangfa and Liang Hao hold a total of 66,740,108 shares.
The above-mentioned major assets reorganization issued shares to purchase assets, the new shares were completed on August 22, 2013 at China Securities Depository and Clearing Shenzhen Branch, and listed on the Shenzhen Stock Exchange on September 11, 2013.
After the completion of this major asset restructuring, the total share capital of listed companies increased to 601,301,347 shares. For details, please refer to the “Announcement of the Listing of Hunan Jiangnan Hongjian Co., Ltd. and the Listing of New Shares†published by the listed company on September 10, 2013 on
The number of shares acquired by the listed company in the previous major asset restructuring transaction was 410,147,747 shares. After the implementation of the 2014 annual equity distribution in 2015, the number of shares restricted by the listed company increased to 574,206,845 shares. In May 2016, each counterparty implemented After the performance commitment compensation shares were granted to other shareholders 37,588,528 shares, the number of shares held by the above shareholders was changed to 536,618,317 shares, accounting for 51.9363% of the total share capital of the listed company. Among them, the holders of the restricted shares that are applying for the restricted shares listed and sold in Beijing Jin Wanzhong, Wang Siqing, Yu Guobing, Zhang Kui, Zhang Xiangfa and Liang Hao hold a total of 87,319,667 shares (all of which are restricted shares), accounting for listed companies. 8.512% of the total share capital.
The restricted shares of the holders of the restricted shares that are applying for the restricted shares to be listed for circulation may be listed and traded as follows:
Wang Siqing, the promiser of "Responsibility to Reduce and Standardize Related Transactions," promises:
    "1. Family members who are closely related to me and the company will not actively increase the shareholding of the listed company to a shareholding ratio of 5% or more. If the family member who is close to me or the person who is closely related to the company holds the share of the listed company passively by inheritance, etc. Or more than 5% of the family members who are closely related to me and will be able to reduce the shareholding ratio to less than 5% within 10 trading days by means of laws and regulations.
    2. In the future, I will not seek the position of director, supervisor or senior executive of the controlling shareholder of the listed company, Yuxi Industrial Group Co., Ltd., the ultimate controlling shareholder of the listed company, China Ordnance Industry Group Co., Ltd.; and my close family members do not seek the directors of the listed company in the future. , supervisors, or senior management positions. 3. The application for the release of the restricted circulation of the restricted shares
    1. A total of 6 shareholders who applied for the cancellation of the restricted shares of the shares.
    2. The date of circulation of the application for the release of the restricted shares is September 22, 2016.
    3. The number of shares for which the application was released for sale was 87,319,667 shares, accounting for 8.4512% of the total share capital of the listed company.
    Fourth, the share changes
    The capital structure of listed companies before and after the release of the restricted sale is as follows:
    "1. Family members who are closely related to me and the company will not actively increase the shareholding of the listed company to a shareholding ratio of 5% or more. If the family member who is close to me or the person who is closely related to the company holds the share of the listed company passively by inheritance, etc. Or more than 5% of the family members who are closely related to me and will be able to reduce the shareholding ratio to less than 5% within 10 trading days by means of laws and regulations.
    2. In the future, I will not seek the position of director, supervisor or senior executive of the controlling shareholder of the listed company, Yuxi Industrial Group Co., Ltd., the ultimate controlling shareholder of the listed company, China Ordnance Industry Group Co., Ltd.; and my close family members do not seek the directors of the listed company in the future. , supervisors, or senior management positions. 3. The application for the release of the restricted circulation of the restricted shares
    1. A total of 6 shareholders who applied for the cancellation of the restricted shares of the shares.
    2. The date of circulation of the application for the release of the restricted shares is September 22, 2016.
    3. The number of shares for which the application was released for sale was 87,319,667 shares, accounting for 8.4512% of the total share capital of the listed company.
    Fourth, the share changes
    The capital structure of listed companies before and after the release of the restricted sale is as follows:
V. The application for the cancellation of the non-operating fund occupation of the listed company by the restricted shareholder
    The holders of the restricted shares that apply for the listing of restricted shares do not have any non-operating funds occupied by the listed company; the listed company does not have any violation guarantees for the holders of the restricted shares.
    6. Shareholders holding more than 5% of shares to reduce the restrictions on the sale of restricted shares
    The holders of the restricted shares that are applying for the restricted shares to be listed and listed in the circulation of the listed company shall not exceed 5% of the shares of the listed company. The release of the restricted sale does not involve the shareholding reduction of the restricted shares by shareholders holding more than 5% of the shares.
    VII. Independent financial consultant verification opinion
    Upon verification, the independent financial adviser CITIC Securities Co., Ltd. (hereinafter referred to as “CITIC Securitiesâ€) issued a verification opinion on the listing and circulation of the restricted shares of the major assets reorganization of the listed company as follows: The listing of the restricted shares is in compliance with the “Company Law†》, “Shenzhen Stock Exchange Listing Rules†and other relevant laws and regulations; the number of restrictions on the sale of restricted shares and the time of listing and circulation are in line with relevant laws and regulations and restrictions on sales; listed companies on the restricted shares The information disclosure of matters related to listing and circulation is true, accurate and complete; CITIC Securities has no objection to the lifting of the restricted shares of Jiangnan Hongjian Major Asset Restructuring.
    Eight, for reference documents
    1. Hunan Jiangnan Red Arrow Co., Ltd.
    2. The restricted shares detailed data table and the share capital structure table;
    3. The letter of commitment signed by Wang Siqing;
    4. CITIC Securities Co., Ltd. issued a special verification opinion on the listing and circulation of non-public offering restricted shares of Hunan Jiangnan Hongjian Co., Ltd.
    The holders of the restricted shares that apply for the listing of restricted shares do not have any non-operating funds occupied by the listed company; the listed company does not have any violation guarantees for the holders of the restricted shares.
    6. Shareholders holding more than 5% of shares to reduce the restrictions on the sale of restricted shares
    The holders of the restricted shares that are applying for the restricted shares to be listed and listed in the circulation of the listed company shall not exceed 5% of the shares of the listed company. The release of the restricted sale does not involve the shareholding reduction of the restricted shares by shareholders holding more than 5% of the shares.
    VII. Independent financial consultant verification opinion
    Upon verification, the independent financial adviser CITIC Securities Co., Ltd. (hereinafter referred to as “CITIC Securitiesâ€) issued a verification opinion on the listing and circulation of the restricted shares of the major assets reorganization of the listed company as follows: The listing of the restricted shares is in compliance with the “Company Law†》, “Shenzhen Stock Exchange Listing Rules†and other relevant laws and regulations; the number of restrictions on the sale of restricted shares and the time of listing and circulation are in line with relevant laws and regulations and restrictions on sales; listed companies on the restricted shares The information disclosure of matters related to listing and circulation is true, accurate and complete; CITIC Securities has no objection to the lifting of the restricted shares of Jiangnan Hongjian Major Asset Restructuring.
    Eight, for reference documents
    1. Hunan Jiangnan Red Arrow Co., Ltd.
    2. The restricted shares detailed data table and the share capital structure table;
    3. The letter of commitment signed by Wang Siqing;
    4. CITIC Securities Co., Ltd. issued a special verification opinion on the listing and circulation of non-public offering restricted shares of Hunan Jiangnan Hongjian Co., Ltd.
Special announcement.
Hunan Jiangnan Red Arrow Co., Ltd. Board of Directors
September 20, 2016
Hunan Jiangnan Red Arrow Co., Ltd. Board of Directors
September 20, 2016
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