Securities code: 002813 securities abbreviation: Shenzhen Roadrover Technology Co.Ltd(002813)
Shenzhen Roadrover Technology Co.Ltd(002813)
Short form equity change report
Name of listed company: Shenzhen Roadrover Technology Co.Ltd(002813) place of listing: Shenzhen Stock Exchange Stock abbreviation: Shenzhen Roadrover Technology Co.Ltd(002813) Stock Code: 002813 SZ information disclosure obligor: Guo Xiumei domicile and mailing address: No. * * * Tanghekou street, Tanghekou Town, Huairou District, Beijing nature of share change: share reduction (agreement transfer and waiver of voting rights) signing date: February 2022
Statement of information disclosure obligor
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. 1、 The information disclosure obligor prepares this report in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 15 – Report on changes in equity and other laws, regulations and normative documents.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the shares and changes of shares with interests in Shenzhen Roadrover Technology Co.Ltd(002813) held and controlled by the information disclosure obligor.
As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Shenzhen Roadrover Technology Co.Ltd(002813) by any other means.
4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness. In addition to the obligation of information disclosure, the obligor of information disclosure does not need to perform other approval procedures for this change in equity.
This equity change can only be implemented after the compliance confirmation of Shenzhen Stock Exchange. At present, the relevant parties are preparing to perform the relevant approval procedures. Whether the matter can be finally implemented and the implementation results are still uncertain.
catalogue
The disclosure obligor declares that two
catalogue three
interpretation…… four
Section 1 introduction of information disclosure obligor five
1、 Basic information of information disclosure obligor five
2、 Basic information about the concerted action relationship of the information disclosure obligor 5 III. The information disclosure obligor holds and controls the total number of shares issued abroad by other domestic or overseas listed companies
More than 5% of the amount five
Section II purpose of equity change and shareholding plan six
1、 Purpose of equity change 6. Whether it plans to increase or continue to decrease Shenzhen Roadrover Technology Co.Ltd(002813) or dispose of its existing ownership in the next 12 months
Yiyi’s shares six
Section III method of equity change seven
1、 Main information of this equity change seven
2、 Shareholding of relevant obligors before and after this equity change 8 III. Changes in the control of the listed company after the change of the rights and interests of the information disclosure obligor, the investigation of the information disclosure obligor on the transferee, whether the original controlling shareholder of the listed company and its related parties have outstanding liabilities of the listed company, the guarantee provided by the listed company for its liabilities has not been released, or other activities that damage the interests of the listed company
situation…… eight
4、 The main agreements involved in this equity change eight
5、 Restrictions on shares involved in this equity change seventeen
6、 The time and method of the change of shares in which the information disclosure obligor has an interest in the listed company seventeen
7、 Whether there are other arrangements for this equity change seventeen
8、 Pending approval procedures seventeen
Section IV trading of listed shares in the first six months Section V other major matters Section VI declaration of information disclosure obligor Section VII documents for future reference 21 attached table: short form equity change report twenty-three
interpretation
Unless otherwise specified, the following words in this report have the following meanings:
Information disclosure obligor refers to Guo Xiumei
Shenzhen Roadrover Technology Co.Ltd(002813) . The company refers to Shenzhen Roadrover Technology Co.Ltd(002813)
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) refers to Zoomlion Heavy Industry Science And Technology Co.Ltd(000157)
This report refers to the simplified equity change report of Shenzhen Shenzhen Roadrover Technology Co.Ltd(002813) Co., Ltd. signed by Guo Xiumei
Guo Xiumei will transfer a total of Shenzhen Roadrover Technology Co.Ltd(002813) 35988000 shares (accounting for 29.99% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) ) to Zoomlion through agreement transfer
This voting right waiver / voting right Guo Xiumei intends to give up the remaining shares held after the agreement transfer, which means that the voting right shall be waived from the date of completion of the transfer of shares under the above agreement to June 30, 2025
This equity change / this acquisition / refers to this share transfer and this waiver of voting rights, which are collectively referred to as this transaction equity change / this acquisition / this transaction
Guo Xiumei, the controlling shareholder of Shenzhen Roadrover Technology Co.Ltd(002813) , intends to transfer Shenzhen Roadrover Technology Co.Ltd(002813) 35.988 million shares (accounting for 29.99% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) to Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) by transferring the target shares / target shares through agreement
On February 7, 2022, the share transfer agreement signed by Guo Xiumei, Zhu Shucheng and Zoomlion refers to the share transfer agreement on Shenzhen Luchang Technology Co., Ltd
On February 7, 2022, the commitment on waiver of voting rights signed by Guo Xiumei refers to the commitment on waiver of voting rights of Shenzhen Shenzhen Roadrover Technology Co.Ltd(002813) Co., Ltd
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan means RMB yuan
Note: in this plan, there are differences in the mantissa between the sum of some totals and each addend. These differences are caused by rounding.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name: Guo Xiumei
Gender female
Nationality China
ID number 412923********5127
Mailing address * * * Tanghekou street, Tanghekou Town, Huairou District, Beijing
Address: No. * * * Tanghekou street, Tanghekou Town, Huairou District, Beijing
Tel: 0755-26728166
And other countries
no
Permanent residency in the region
No employment in the company
2、 Basic information on the relationship between information disclosure obligors and concerted action
Ms. Guo Xiumei, the obligor of information disclosure, is the controlling shareholder and actual controller of the company, and there is no person acting in concert. 3、 The information disclosure obligor holds or controls more than 5% of the total issued shares of other domestic or overseas listed companies
As of the signing date of this report, in addition to holding Shenzhen Roadrover Technology Co.Ltd(002813) 65.82% shares, the information disclosure obligor has not held or controlled more than 5% of the shares issued by any other listed company.
Section 2 purpose of equity change and shareholding plan
1、 Purpose of equity change
This equity change is mainly based on the strategic development needs of Shenzhen Roadrover Technology Co.Ltd(002813) and Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) and the capital needs of the information disclosure obligor. It introduces Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) as the controlling shareholder, which will help give play to the business synergy between Shenzhen Roadrover Technology Co.Ltd(002813) and Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) in the future, improve the business expansion ability and competitive strength of Shenzhen Roadrover Technology Co.Ltd(002813) and Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) , and further optimize the corporate governance structure of Shenzhen Roadrover Technology Co.Ltd(002813) , Improve the operation and management efficiency of Shenzhen Roadrover Technology Co.Ltd(002813) , promote the sustainable and stable development of Shenzhen Roadrover Technology Co.Ltd(002813) , and bring good returns to all shareholders. The purpose of this transaction is not to terminate the listing status of Shenzhen Roadrover Technology Co.Ltd(002813) . 2、 Whether it plans to increase or continue to decrease Shenzhen Roadrover Technology Co.Ltd(002813) or dispose of its equity shares in the next 12 months
After this equity change, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will make a partial offer to all shareholders of Shenzhen Roadrover Technology Co.Ltd(002813) according to the requirements of relevant laws and regulations, departmental rules and normative documents, and the proportion of shares to be purchased shall not be less than 18.83% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) . If Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) makes an offer, the information disclosure obligor will accept the offer made by Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) according to the overall situation of the securities market and in combination with its own capital demand, stock price and other factors.
As of the signing date of this report, the information disclosure obligor has no clear plan to continue to increase or reduce the shares of the listed company in the next 12 months, except for the planned transfer of the shares of the listed company and the reduction of the shares of the listed company through the tender offer of the shares of the listed company involved in the transaction disclosed in this report, There is no plan to directly or indirectly dispose of the shares of the listed company or the corresponding interests of the shares. In the next 12 months, the information disclosure obligor will decide whether to increase or decrease its shares in Shenzhen Roadrover Technology Co.Ltd(002813) according to the overall situation of the securities market and in combination with its own capital demand, stock price and other factors. In case of relevant equity changes, the information disclosure obligor will obtain the written consent of all parties to the share transfer agreement in accordance with the provisions of the share transfer agreement, and perform the information disclosure obligation and corresponding reporting obligation in strict accordance with the requirements of relevant laws and regulations.
Section III changes in equity
1、 Main changes in equity this time
After the company’s initial public offering and listing on the Shenzhen Stock Exchange, the number and proportion of shares held by information disclosure obligors were 81569790 shares, accounting for 67.97% of the total share capital of the company. After many changes, until this equity change, the information disclosure obligor held 78987690 shares of listed companies, accounting for 65.82% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) . The specific change process is as follows:
Number of holdings before reduction before reduction after reduction no. of change after reduction time shareholding (share) shareholding proportion of shares
1 2020.07.30 81,569,790 67.97% 281,300 81,288,490 67.74% 0.23%
2 2020.07.31 81,288,490 67.74% 446,200 80,842,290 67.37% 0.37%
3 2020.08.14 80,842,290 67.37% 228,100 80,614,190 67.18% 0.19%
4 2021.01.28 80,614,190 67.18% 250,000 80,364,190 66.97% 0.21%
5 2021.01.29 80,364,190 66.97% 278,200 80,085,990 66.74% 0.23%
6 2021.02.01 80,085,990 66.74% 321,100 79,764,890 66.47% 0.27%
7 2021.02.0
