Jinying Shares (600232): Giving Up The Preemptive Right Of Equity Transfer Of Holding Subsidiary And Change Of Part Of Related Transactions

Securities code: 600232 securities abbreviation: Golden Eagle stock Announcement No.: p.2022-004

Announcement of Zhejiang Golden Eagle Co., Ltd. on giving up the preemptive right of equity transfer of holding subsidiary and change of part of related transaction

Important content tips

The company agrees to give up the preemptive right of 19.50% equity of Jinying Co., Ltd.

● this related party transaction complies with relevant laws and regulations and relevant requirements, does not affect the company's shareholding ratio in Jinying co creation, does not change the scope of the company's consolidated statements, and will not have adverse impact on the company.

The change only adjusts the transferee of part of equity transfer, and the transferor and transfer out proportion are not adjusted.

The company's abandonment of the preemptive right of equity transfer of Jinying co creation does not involve new investment, nor does it constitute a major asset restructuring as stipulated in the administrative measures for material asset restructuring of listed companies.

● this transaction constitutes a connected transaction, which is within the scope of the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.

Zhejiang Jinying Co., Ltd. (hereinafter referred to as "the company"), Chen Shijun, Zhang Weian, Liu Haijun, Shao Yanzhen and Xu Botao respectively hold 61.00%, 15.00%, 8.00%, 6.00%, 5.00% and 5.00% shares of Zhejiang Jinying Gongchuang Textile Co., Ltd. (hereinafter referred to as "Jinying Gongchuang"), On October 28, 2021, the company held the 5th meeting of the 10th board of directors and the 4th meeting of the 10th board of supervisors, deliberated and passed the proposal on giving up the preemptive right of equity transfer of holding subsidiaries and related party transactions. The company agreed to give up the exercise of the preemptive right of relevant equity, and agreed with Chen Shijun, Zhang Weian, Liu Haijun, Shao Yanzhen, Chen Shijun, Zhang Weian, Liu Haijun, Shao Yanzhen, etc Xu baotao transferred his 19.50% shares of Jinying Gongchuang to other natural persons of the company. See the company's interim 2021-034 announcement for details.

After the above plan was deliberated and approved, the company actively arranged relevant personnel to promote the equity transfer change of Jinying co creation. During this period, in order to further enhance the enthusiasm of the staff in other core positions, stimulate the cohesion of the management team and the vitality of the enterprise, and drive the rapid development of Jinying co creation, on the basis of maintaining the shareholding ratio of the company and the proportion of shares transferred by the transferor, it agreed to add some new transferees and adjust some of them

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.

Share ratio. The details are as follows:

1、 Changes

Before the change: the above-mentioned five persons have transferred their total 19.50% shares to Shao Yanfen 3.00%, Yang Fei 3.00%, Shao Hongfen 2.25%, Liu Changhua 2.25%, Zhuang Haijun 2.25%, sun ading 2.25%, Zhang Guangming 2.25%, Le Hanfeng 2.25%. After the change: the above five persons have transferred 19.50% of their shares to Shao Yanfen 3.00%, Yang Fei 3.00%, Shao Hongfen 2.25%, Liu Changhua 2.25%, Le Hanfeng 2.25%, Huang Lanfang 1.20%, pan fenping 0.75%, Chen Jundeng 0.75%, Teng Jianjun 0.70%, Wang Bona 0.70%, Chen Peizhen 0.70%, Zhuang Haijun 0.70%

65%, sun a Ding 0.65%, Zhang Guangming 0.65%.

Except for the above changes, the rest of the scheme has not changed. Chen Shijun is the director of the company, Zhang Weian is the director of Zhejiang Jinying Group Co., Ltd., Xu Botao is the deputy general manager of the company, and Shao Yanfen is the director of the company. All four of them are affiliated natural persons of the company. This transaction forms a joint investment with related parties, which constitutes a related transaction, and does not constitute a major asset restructuring situation specified in the administrative measures for material assets reorganization of listed companies. Related directors involved in this board meeting have avoided voting. This related party transaction is within the scope of the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.

2、 Basic information of the new transferee

The new transferees are as follows:

Grantee 9: Huang Lanfang, female, Chinese nationality, the core backbone of Jinying.

Grantee 10: Pan fenping, female, Chinese nationality, core backbone of Jinying co creation.

Transferee 11: Chen Jundeng, male, Chinese nationality, the core backbone of Jinying co creation.

Grantee 12: Teng Jianjun, female, Chinese nationality, Jinying, core backbone of CO creation.

Transferee 13: Wang bona, female, Chinese nationality, the core backbone of Jinying co creation.

Transferee 14: Chen Peizhen, female, Chinese nationality, the core backbone of Jinying.

3、 Changes of equity structure of Jinying co creation

The above transferor and the transferee will sign the equity transfer agreement according to the latest scheme deliberated by the board of directors, and handle the industrial and commercial affairs such as equity transfer and change of articles of association of the company. Before and after the equity transfer, the equity structure changes of Jinying co creation are as follows:

4、 The reasons for abandoning the preemptive right of the equity transfer and its influence on the company

The company's abandonment of the preemptive right of equity transfer is based on the overall consideration of the company's long-term development strategy and actual operation. After the completion of this transaction, the company's shareholding ratio of Jinying co creation will remain unchanged, and the scope of the company's consolidated statements will not be changed. This adjustment will not have an adverse impact on the company's production and operation activities and will not have any impact on the company

The company's financial affairs will have an adverse impact, and it will not affect the company's development plan. There will be no damage to the interests of the company and its shareholders, especially the small and medium shareholders. The price of this transaction is determined by both parties through friendly negotiation based on the actual business situation and future development prospect jointly created by Jinying, following the principle of voluntariness and good faith.

5、 Review procedures to be performed for this related party transaction

（1） Review procedures of the audit committee under the board of directors of the company

The first meeting of the audit committee of the 10th board of directors of the company in 2022 deliberated and passed the proposal on giving up the preemptive right of equity transfer of holding subsidiaries and the change of some contents of related transactions. It was considered that this transaction would not affect the independence of the company and would not damage the interests of the company and shareholders, especially the interests of small and medium shareholders, and agreed to submit the proposal to the board of directors for deliberation.

（2） Prior approval of independent directors of the company

The company's abandonment of the preemptive right of equity transfer of Jinying co creation conforms to the actual development of the company, and will not have adverse impact on the company's production and operation activities and financial affairs; This equity transfer only adjusts and expands the scope of the transferee, and the original transferor, transfer proportion and transfer amount have not changed. This related party transaction conforms to the provisions of relevant laws, regulations and normative documents. It is agreed to submit the proposal on giving up the preemptive right of equity transfer of holding subsidiaries and change of some contents of related transactions to the sixth meeting of the 10th board of directors of the company for deliberation, Among them, related directors need to avoid voting.

（3） Deliberation procedure of the board of directors of the company

The company held the sixth meeting of the 10th board of directors on January 20, 2022, deliberated and passed the proposal on giving up the preemptive right of equity transfer of holding subsidiary and change of some contents of related transactions, and the related directors have avoided voting. This related party transaction is within the scope of the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.

（4） Review procedures of the board of supervisors

The company held the fifth meeting of the 10th board of supervisors on January 20, 2022, deliberated and passed the proposal on giving up the preemptive right of equity transfer of holding subsidiaries and the change of some contents of related transactions

The company's plan to give up the preemptive right is based on the overall consideration of future development and investment income. After giving up the preemptive right, the company's shareholding ratio in Zhejiang Jinying Gongchuang Textile Co., Ltd. has not changed. This part of the content change will not have an adverse impact on the financial status and operating results of the listed company, and there will be no damage to the interests of the company and all shareholders, especially small and medium shareholders.

（5） Independent opinions of independent directors of the company

The company's abandonment of the preemptive right of equity transfer of Jinying co creation is in line with the actual development of the company, and does not change the company

The company holds the equity ratio of Jinying co creation, which does not change the scope of consolidated statements of the company, and will not have adverse impact on the company's production and operation activities and financial affairs. This change only adjusts and expands the scope of the transferee, and has no impact on the transferor, transfer proportion and transfer amount. This change does not damage the interests of the company and all shareholders, especially small and medium shareholders. This transaction constitutes a connected transaction, and the company has performed the approval procedures of the board of directors in accordance with relevant provisions. When the board of directors of the company deliberated this proposal, the related directors withdrew according to law, and the voting procedure is legal and effective, which conforms to relevant laws, regulations and the relevant provisions of the articles of association.

6、 Description of accumulated related party transactions

Except this related party transaction, as of the disclosure date of this announcement, the company and the above-mentioned connected natural persons have not conducted any other related party transactions except the related party transactions that have been deliberated and disclosed.

7、 Attachment of Internet announcement

1. Resolutions of the 6th meeting of the 10th board of directors and the 5th meeting of the 10th board of supervisors;

2. Prior approval and independent opinions of independent directors on giving up the preemptive right of equity transfer of holding subsidiaries and changes in part of related transactions.

It is hereby announced.

Zhejiang Jinying Co., Ltd

Board of directors 22 January 2022