Guangdong Dehao Runda Electric Co., Ltd.
the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, without false records, misleading statements or major omissions
Guangdong Dehao Runda Electric Co., Ltd. (hereinafter referred to as "the company") recently inquired through the Shenzhen Branch System of China Securities Depository and Clearing Corporation Limited and learned that some 221007786 shares of the company held by Wuhu Dehao Investment Co., Ltd. (hereinafter referred to as "Wuhu Dehao investment") were frozen by the judiciary. The specific circumstances are as follows:
I The basic information of shareholders' shares being frozen
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after verification with Wuhu Dehao Investment: as of the disclosure date of this announcement, Wuhu Dehao investment has not received the legal documents related to the above-mentioned legal freezing, except for the above data queried by the company in the Shenzhen Branch System of China Securities Depository and clearing Corporation Limited. The company will actively pay attention to the progress of the above matters and timely perform the obligation of information disclosure in accordance with the relevant provisions of laws and regulations
II. Cumulative pledge and freezing of shareholders' shares
as of the disclosure date of this announcement, Wuhu Dehao investment held a total of 292356800 shares of the company, all of which were non tradable shares, accounting for 16.57% of the company's total share capital of 1764720000 shares. Among them, 262319990 shares have gone through pledge registration procedures, accounting for 89.73% of the company's shares held by them; 221007786 shares were frozen by the judiciary, accounting for 75.60% of the company's shares
III. impact of judicial freezing of some shares of the controlling shareholders on the company and risk tips
1. The judicial freezing of some shares of the company held by the controlling shareholders will not have a direct impact on the production, operation and control of the company for the time being. The company will pay close attention to the follow-up progress of this matter and fulfill the obligation of information disclosure in a timely manner
2. The designated information disclosure media of the company are securities times, China Securities News, Shanghai Securities News and cninfo. For information about the company, please refer to the announcement published by the company on the above designated media. Please pay attention to investment risks
IV. documents for future reference
detailed statement of securities pledge and judicial freezing of China Securities Depository and Clearing Corporation Limited
it is hereby announced
Guangdong Dehao Runda Electric Co., Ltd.
board of directors
the board of supervisors and all supervisors of the company guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents
important content tips:
● restricted stock registration date: November 8, 2018
● restricted stock registration number: 2.8 million shares
I. restricted stock grants
(I) restricted stock grants:
gujia home furnishing Co., Ltd. (hereinafter referred to as "the company") held the 18th meeting of the third board of directors on September 27, 2018, The proposal on granting reserved restricted shares to incentive objects was reviewed and passed, and the 22nd Meeting of the third board of directors was held on November 5, 2018. The proposal on adjusting the granting of reserved restricted shares to incentive objects was reviewed and passed. According to the provisions of the company's 2017 restricted stock incentive plan (hereinafter referred to as the "incentive plan") and the authorization of the company's 2017 second extraordinary general meeting of shareholders, The board of directors of the company has completed the registration of the grant of restricted shares. The registration of the grant of restricted shares is as follows:
1. Date of Grant: September 27, 2018
2. Grant price: the grant price of restricted shares this time is 25.08 yuan per share
3. Number of grants: 404
4. 2.8 million shares were granted
5. Stock source: the company's A-share common shares issued to incentive objects
(II) list of incentive objects and actual grant registration:
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II. The validity period of the incentive plan, the restricted sale period and the release of the restricted sale arrangements
the restricted sale period of the restricted shares reserved for grant in this incentive plan is 12 months, 24 months and 36 months from the date of completion of the registration of the restricted shares reserved for grant. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts during the restricted sale period
if the conditions for lifting the restrictions on the sale of the rotatable collet rotating at a fixed speed in the current period are not fulfilled, the restricted shares shall not be lifted or deferred until the restrictions are lifted in the next period. After the restrictions are lifted, the company will handle the lifting of the restrictions for the incentive objects who meet the conditions for lifting the restrictions, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restrictions will be repurchased and cancelled by the company
the release period of restricted shares granted for the first time in this incentive plan and the schedule of the release of restrictions in each period are shown in the following table:
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III. The capital verification of the subscription funds reserved for granting restricted shares
according to the capital verification report [2018] No. 375 issued by Tianjian Certified Public Accountants (special general partnership), as of October 24, 2018, The company has received a contribution of 70224000.00 yuan from 404 incentive objects, all in currency, including 2800000.00 yuan included in the paid in capital and 67424000.00 yuan included in the capital reserve (capital premium). The registered capital of the company before this capital increase was 427891000.00 yuan, and the registered capital after the change was 430691000.00 yuan
IV. registration of restricted shares granted for the first time
the completion date of the registration of restricted shares in this incentive plan is November 8, 2018, and the certificate of securities change registration issued by China Securities Depository and Clearing Corporation Limited Shanghai Branch. The restricted shares granted this time are 2.8 million shares, of which 30% will be released after the expiration of the restriction and the annual performance assessment in 2018; The remaining 30% will be released after the expiration of the sales restriction and the annual performance assessment in 2019; The remaining 40% will be released after the expiration of the sales restriction and the annual performance assessment in 2020
v. impact on the controlling shareholders of the company before and after the grant
after the completion of the restricted stock grant, the total number of shares of the company increased from 427891000 to 430691000. The shareholding changes before and after the grant of the company's controlling shareholder are as follows:
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this grant did not lead to the change of the company's controlling shareholder
VI. changes in equity structure
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VII. The use plan of the raised funds
all the funds raised by the issuance of restricted shares will be used to supplement the company's working capital
VIII. Impact of new shares after this grant on the latest financial report
according to the accounting standards for Business Enterprises No. 11 - share based payment, enterprises need to select an appropriate valuation model to calculate the fair value of restricted shares. The board of directors has determined that the grant date of the incentive plan is September 27, 2018. From 2017 to 2020, the incentive cost of restricted shares will be recognized by stages according to the proportion of the release of restricted shares in each period and the total fair value of restricted shares on the grant date. The incentive cost of restricted stock in the incentive plan will be listed in the administrative expenses
according to the actual application for registration of 2.8 million shares, it is estimated that the incentive cost of restricted shares in the future is 31.6259 million yuan, so the amortization of the cost of restricted shares from 2017 to 2020 is shown in the following table:
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the above impact on the company's financial situation and operating results is only calculation data, and the annual audit report issued by the accounting firm should prevail. The incentive cost of restricted stock does not have a significant impact on the company's financial status and operating results in the latest period
it is hereby announced
gujia home furnishing Co., Ltd.
board of directors
November 10, 2018
1. Type of agreement: contribution agreement
2. Amount of contribution: 30million yuan
3 Investment target: Huaying Huayou Natural Gas Co., Ltd. (hereinafter referred to as the "joint venture")
Sichuan Guang'an Aizhong Co., Ltd. (hereinafter referred to as the "company") recently received from its wholly-owned subsidiaries Sichuan Guang'an Aizhong New Energy Technology Development Co., Ltd. (hereinafter referred to as "Aizhong new energy"), Sichuan Huayou Group Co., Ltd. (hereinafter referred to as "Huayou Group") Huaying Development Investment Co., Ltd. (hereinafter referred to as "Huaying investment") jointly signed the "shareholders' capital contribution agreement on the joint venture establishment of terminal gas company", and now the signing of the agreement is announced as follows:
I. transaction overview
1. Review of the meeting
on April 24, 2018, the company held the 32nd meeting of the Fifth Board of directors, which was reviewed and approved Proposal on the establishment of subsidiaries jointly funded by Aizhong new energy, PetroChina gas and Huaying municipal government. The meeting agreed that Aizhong new energy, a subsidiary of the company, subscribed for a capital contribution of 30million yuan in cash and jointly contributed to the establishment of a joint venture with PetroChina group and Huaying investment. The registered capital of the joint venture is 100 million yuan, with Huayou Group accounting for 60%, Aizhong new energy company accounting for 30% and Huaying Development Investment Co., Ltd. accounting for 10%
the establishment of the joint venture does not constitute a related party transaction
according to the relevant provisions of the articles of association, the investment amount of the above matters is within the scope of the board of directors and does not need to be reported to the general meeting of shareholders for approval. The board of directors authorizes Aizhong new energy management to handle matters related to the establishment of the joint venture
for details of investment matters, see the announcement of Sichuan Guang'an Aizhong Co., Ltd. on foreign investment of subsidiaries (Provisional)
2. Current progress
through communication and negotiation among the three parties, the shareholders' capital contribution agreement on the joint venture establishment of terminal gas company has been signed recently
II. Main contents of the agreement:
1. The parties
(1) Party A: Sichuan Huayou Group Co., Ltd.
(2) Party B: Sichuan Guang'an Aizhong New Energy Technology Development Co., Ltd.
(3) Party C: Huaying Development Investment Co., Ltd.
2. The name of the joint venture
Huaying Huayou Natural Gas Co., Ltd. (the specific name shall be subject to the industrial and commercial pre-approval)
3 Business scope of the joint venture
business scope: gas supply, transmission, storage, distribution, sales, pipe design, manufacturing, installation, maintenance, management and technical consulting, regional heating, cooling, cogeneration supply, CNG, LNG supply, distributed energy management, gas high and new technology development, pipe corrosion prevention processing, gas appliance sales, infrastructure construction management. (the above business scope shall be subject to industrial and commercial registration, and those involving administrative license shall be operated with license)
4. Contribution method and payment period
(1) subscribed contribution proportion and contribution method
Huayou Group made a cash contribution of 60million yuan, accounting for 60% of the shares; Aizhong new energy contributed 30million yuan in cash, accounting for 30% of the shares; Huaying investment contributed 10million yuan in cash, accounting for 10% of the shares
(2) time of paid in capital contribution
within ten days after the completion of the industrial and commercial registration of the joint venture, the three parties shall pay the initial capital contribution at 50% of their respective subscribed capital contributions. Among them, Huayou Group paid 30million yuan, Aizhong new energy paid 15million yuan, and Huaying investment paid 5million yuan
the remaining unpaid contributions of the three parties shall be completed before February 28, 2019
5. The organizational structure and management personnel of the joint venture
the board of directors is composed of five directors, including three recommended by Party A, one recommended by Party B, one recommended by Party C, and the chairman of the board is appointed by Party A; The board of supervisors is composed of three supervisors, one recommended by Party B and one recommended by Party C,
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