Abstract Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as "the company" or "the company") is based on the China Securities Regulatory Commission "Listed Companies Supervision Guide No. 4 -&md...
Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Company†or “Companyâ€) is based on the “Guidelines for the Supervision of Listed Companies†No. 4 of the China Securities Regulatory Commission – the actual controllers, shareholders, related parties, acquirers and listed companies of listed companies. The company's commitment and performance provisions, after the company's actual controllers, shareholders, related parties, purchasers and the company's commitment to self-inspection, the company and the commitments of the parties concerned have not fulfilled the commitments to disclose the following: I. Commitment on stock circulation restrictions and voluntary lock-in of shares
1. The actual controller of the company, Mr. Guo Liuxi, promised on July 1, 2009 that after 36 months from the date of listing of the company's shares, the company's shares directly or indirectly held during the period of its employment shall not exceed 25% of the total number of shares in the part, the shares of the company directly or indirectly held within six months after leaving the company; the shares of the company directly or indirectly held within 12 months after leaving the company are not transferred Exceeding 50% of the total number of shares in this part.
Commitment period: within the 18 months after the above commitment period and after the resignation
Commitment to fulfillment: As of the date of this announcement, the promisee strictly fulfills the above commitments
2. Mr. Yang Jinzhong, the company's director and deputy general manager, and Mr. Zhang Zhao, the chairman of the board of supervisors, promised on July 1, 2009 that they will transfer their direct or indirect holdings during their tenure from the date of listing of the company's shares. Some of the company's shares do not exceed 25% of the total number of shares, and the shares of the company that it directly or indirectly holds are not transferred within six months after leaving the company; the transfer is directly or indirectly within 12 months after leaving the company within six months of separation. The shares of the company held shall not exceed 50% of the total number of shares in the part.
Commitment period: within the 18 months after the above commitment period and after the resignation
Commitment to fulfillment: As of the date of this announcement, the promisee strictly fulfills the above commitments
2. The commitment of the controlling shareholder and the actual controller to avoid horizontal competition
(I) Henan Huajing Superhard Materials Co., Ltd., the controlling shareholder of the company, issued the “Commitment Letter on Avoiding Horizontal Competition†on July 24, 2009, promising:
1. The company and the companies controlled by the company (including all wholly-owned, holding companies or other affiliates controlled by Yuhua Diamond (300064) controlled by the Company, respectively) are not directly or indirectly engaged in any way or Participating in the same or similar business with Yu Diamond's main business and other behaviors that constitute competition in the same industry, and Yu Diamond does not constitute horizontal competition.
2. In the case that Yu Diamond is legally surviving and the Company remains the largest shareholder of Yu Diamond or holds more than 5% of Yu Diamond, the Company and the company controlled by the Company will not engage in any way directly or indirectly. Or participate in the same or similar business with Yu Diamond's main business and other behaviors that may constitute competition in the same industry to avoid competing with Yu Diamond.
3. In the case that Yu Diamond is legally surviving and the company is still the largest shareholder of Yu Diamond or holds more than 5% of Yu Diamond's shares, if the company or the company controlled by the company or Yu Diamond's business develops, As a result, the business of the company controlled by the Company and the Company coincides with the business of Yu Diamond, which may constitute competition. The Company agrees that Yu Diamond has the right to preferentially acquire the assets or equity of the business under the same conditions, or to pass the law. The way to induce the company controlled by the company to transfer the assets or controlling rights to Yu Diamond, or to adjust the business of the company and the company controlled by the company through other fair and reasonable ways to avoid the formation of a business with Yu Diamond competition.
4. If the company caused losses to Yu Diamond due to violation of this letter of commitment by the Company, the Company agreed to compensate the losses caused by Yu Diamond.
Commitment period: long-term effective
Commitment to fulfillment: As of the date of this announcement, the promisee strictly fulfills the above commitments
(II) Mr. Guo Liuxi, the actual controller of the company, issued the “Commitment Letter on Avoiding Horizontal Competition†on July 24, 2009, and promised:
1. The company controlled by me and myself (including all wholly-owned, holding companies or other affiliated companies other than Yu Diamond controlled by me) does not currently engage or participate in the main diamond business directly or indirectly in any way. Businesses with the same or similar business and other behaviors that constitute competition in the same industry do not constitute horizontal competition with Yu Diamond.
2. In the case that Yu Diamond is legally surviving and I still indirectly hold more than 5% of Yu Diamond's shares, I and the company controlled by me will not directly or indirectly engage in or participate in the same business as Yu Diamond. Or similar business and other behaviors that may constitute competition in the industry to avoid competing with Yu Diamond.
3. In the case that Yu Diamond is legally surviving and I still indirectly hold more than 5% of Yu Diamond's shares, if I and the company controlled by myself or Yu Diamond's business develop, I and the company controlled by myself The business coincides with the business of Yu Diamond and may constitute competition. I agree that Yu Diamond has the right to preferentially acquire the assets or equity of the business under the same conditions, or to legally promote the transfer of the company controlled by the company to Yu Diamond. Assets or controlling interests, or through other fair and reasonable ways to adjust the business of the company controlled by the company to avoid competition with Yu Diamond's business.
4. If I have caused losses to Yu Diamond due to my breach of this letter of commitment, I agree to compensate the loss caused by Yu Diamond.
Commitment period: long-term effective
Commitment to fulfillment: As of the date of this announcement, the promisee strictly fulfills the above commitments
3. The commitment of the controlling shareholder and the actual controller to the “Hua Jing†business name
The company's controlling shareholder, Henan Huajing Superhard Materials Co., Ltd. and the actual controller Mr. Guo Liuxi, issued a Letter of Commitment on September 6, 2009, promising:
1. Except for the business entities such as companies or enterprises directly established by Yu Diamond or Yu Diamond, when they newly establish a business entity such as a company or an enterprise, they will no longer use the same or similar trade name of “Hua Jingâ€;
2. If Henan Huajing Superhard Materials Co., Ltd. gives up control of Yu Diamond, Henan Huajing Superhard Materials Co., Ltd. will abandon the “Huajing†trademark used in its company name.
Commitment period: long-term effective
Commitment to fulfillment: As of the date of this announcement, the promisee strictly fulfills the above commitments
4. The shareholder’s commitment to social security and provident fund
Henan Huajing Superhard Materials Co., Ltd., the controlling shareholder of the company, promised on January 10, 2010 that if Henan Diamond is required to pay for its employees or be compensated for social insurance and housing accumulation fund before December 2009, Henan Huajing Superhard Materials Co., Ltd. will fully bear the losses of this part of the compensation and recovery, and guarantee that Yu Diamond will not suffer any losses.
Commitment period: long-term effective
Commitment to fulfillment: As of the date of this announcement, the promisee strictly fulfills the above commitments
V. The company's commitment to profit distribution
On September 4, 2012, the company's 2012 first extraordinary shareholders meeting reviewed and approved the “Proposal on Amendmentâ€. The company promised that if there is no major investment plan or major cash expenditures (except for fundraising investment projects), the company should The dividends are distributed in cash, and the annual profit distributed in cash is not less than 10% of the company's distributable profits realized in the current year.
Commitment period: from September 4, 2012 to the “Articles of Association†on the effective date of the change of the matter
Commitment to fulfillment: As of the date of this announcement, the company strictly fulfills the above commitments
6. Other commitments and performance
As of the date of this announcement, the actual controllers, shareholders, related parties, acquirers and companies of the company do not have any commitments that do not meet the requirements of the regulatory guidelines and the unfulfilled commitments.
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