Shenzhen Roadrover Technology Co.Ltd(002813)
Detailed equity change report
Listed company: Shenzhen Roadrover Technology Co.Ltd(002813)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Shenzhen Roadrover Technology Co.Ltd(002813)
Stock Code: 002813 SZ
Information disclosure obligor: Zoomlion Heavy Industry Science And Technology Co.Ltd(000157)
Address: No. 361, yinpen South Road, Changsha, Hunan
Mailing address: No. 361, yinpen South Road, Changsha, Hunan
Nature of change in equity of shares: increase (transfer by agreement)
Date of signature: February, 2002
Statement of information disclosure obligor
1、 This report is in accordance with 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 contents and forms of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - Report on the acquisition of listed companies and other relevant laws Preparation of regulations and normative documents.
2、 As of the signing date of this report, the information disclosure obligor has obtained the necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in its articles of association or internal rules.
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 in which the information disclosure obligor has an interest in Shenzhen Roadrover Technology Co.Ltd(002813) .
As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has no interest in Shenzhen Roadrover Technology Co.Ltd(002813) in any other way.
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、 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 this equity change can be approved by relevant departments and the time of approval are uncertain. Investors are reminded to pay attention to relevant risks.
6、 As of the signing date of this report, the shares involved in the transfer of shares in this exchange have no restrictions on rights such as pledge. The delivery of the shares to be transferred is based on the premise that there is no pledge, freezing or any other circumstances affecting the transfer of shares. If there are restrictions on rights such as pledge of shares involved in this exchange, There are certain uncertainties in the implementation of share transfer involved in this exchange, and investors are reminded to pay attention to relevant risks.
catalogue
The disclosure obligor declares that 1 catalog 2 interpretation Section 1 Introduction to information disclosure obligors 7 I. Basic information of information disclosure obligor 7 II. Property right and control relationship of information disclosure obligor 7 III. main businesses of the information disclosure obligor and brief financial status in the last three years IV. legal and compliant operation of the information disclosure obligor in the last five years 11 v. basic information of directors, supervisors and senior managers of the information disclosure obligor Vi. information disclosure obligors and controlling shareholders reach or exceed 5% in other domestic and overseas listed companies Section 2 purpose of this equity change 13 I. purpose of this equity change 13 II. Future shareholding plan of information disclosure obligor 13 III. decision making procedures of the information disclosure obligor of this equity change Section III equity change method 15 I. shares in which the information disclosure obligor has interests in the listed company 15 II. Method of equity change this time 15 III. main contents of the share transfer agreement 15 IV. main contents of the commitment to waiver of voting rights 23 v. restrictions on the rights of target shares Section IV source of funds twenty-five
1、 The total capital of this acquisition 25 II. The source of funds for this acquisition 25 Section V follow up plan 26 I. plans to change the main business of the listed company or make major adjustments to the main business of the listed company in the next 12 months 26 2. The plan of selling, merging, joint venture or cooperation with others for the assets and businesses of the listed company in the next 12 months, or the reorganization plan of the listed company to purchase or replace assets 26 III. adjustment plan for current directors, supervisors and senior managers of listed companies 26 IV. plan to amend the articles of association that may hinder the acquisition of control of listed companies 26 v. plans to make major changes to the existing employee employment plans of listed companies Vi. major adjustment plan for dividend policy of listed companies 27 VII. Other plans that have a significant impact on the business and organizational structure of the listed company Section VI analysis of the impact on listed companies 28 I. impact on the independence of listed companies 28 II. Horizontal competition and relevant solutions 29 III. related party transactions and relevant solutions Section 7 major transactions with listed companies 31 I. transactions with listed companies and their subsidiaries II. Transactions with directors, supervisors and senior managers of listed companies 31 III. compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced IV. contracts, tacit understandings or arrangements that have a significant impact on listed companies Section 8 trading of shares of Listed Companies in the first six months 32 1. Information on the purchase and sale of shares of listed companies by the information disclosure obligor within the first six months 32 II. The directors, supervisors, senior managers and their immediate family members of the information disclosure obligor shall purchase the information within the first six months
Selling shares of listed companies Section IX Financial Information of the information disclosure obligor 33 I. consolidated balance sheet 33 II. Consolidated income statement 35 III. consolidated cash flow statement 36 section x other important matters 39 declaration of information disclosure obligor 40 financial advisor statement 41 documents for future reference 42 schedule forty-five
interpretation
In this report, unless otherwise specified in the text, the following words have the following meanings: This report / equity change report refers to the listed company in Shenzhen Roadrover Technology Co.Ltd(002813) detailed equity change report / Shenzhen Roadrover Technology Co.Ltd(002813) / company refers to Shenzhen Roadrover Technology Co.Ltd(002813) information disclosure obligor / transferee / refers to Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) transferor / voting right waiver commitment party refers to Guo Xiumei
Commitment parties refer to Guo Xiumei and Zhu Shucheng
This share transfer / share transfer means that Guo Xiumei will transfer 35.988 million shares of Luchang technology to Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) through agreement transfer (accounting for about 29.99% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) )
This waiver / release of voting rights means that Guo Xiumei intends to waive the voting rights of the remaining shares held after the agreement transfer from the date of completion of the transfer of shares through the above-mentioned agreement to June 30, 2025
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 about 29.99% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) to Zoomlion target shares / target shares through agreement transfer
This equity change / this acquisition / refers to this share transfer and this waiver of voting rights, which are collectively referred to as this equity change / this acquisition, this transaction / this transaction
After the completion of this equity change, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) plans to launch part of the offer to all shareholders of Shenzhen Roadrover Technology Co.Ltd(002813) according to the 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 the listed company
On February 7, 2022, the share transfer agreement signed by Guo Xiumei, Zhu Shucheng and Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) Co., Ltd. refers to the share transfer agreement on Shenzhen Roadrover Technology Co.Ltd(002813) signed by the company
Commitment on waiver of voting rights refers to the commitment on waiver of voting rights of Shenzhen Shenzhen Roadrover Technology Co.Ltd(002813) Co., Ltd. signed by Guo Xiumei on February 7, 2022
Nanyang Changfeng refers to Nanyang Changfeng New Material Technology Co., Ltd
Huatai United / financial consultant refers to Huatai United Securities Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Stock exchange / Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Co., Ltd. / China Securities Depository and Clearing Co., Ltd. Shenzhen Branch
The last three years refer to 2018, 2019 and 2020
Company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Format Standard No. 15 refers to the content and Format Standard No. 15 - equity change report of information disclosure by companies offering securities to the public
Format Standard No. 16 refers to the content and Format Standard No. 16 for information disclosure by companies offering securities to the public - Acquisition report of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
If there is any difference in the mantissa between the sum of the total and each addend in this report, it is caused by rounding.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Company name Zoomlion Heavy Industry Science And Technology Co.Ltd(000157)
Address: No. 361, yinpen South Road, Changsha, Hunan
Legal representative: Zhan Chunxin
Registered capital: 8666612984 yuan
Unified social credit Code: 914300007121944054
Company type other joint stock limited company (listed)
Develop, produce and sell construction machinery, agricultural machinery, sanitation machinery, truck cranes and their special chassis, fire fighting vehicles and their special chassis, high-altitude operation machinery, emergency rescue equipment, mining machinery, coal mine machinery and equipment, material conveying equipment, other mechanical equipment, metal and non-metallic materials Optical electromechanical integration high-tech products and provide leasing and after-sales technical services; Sales of building decoration materials, special engineering vehicles and metal materials, chemical raw materials and chemical products (excluding hazardous chemicals and monitoring products); Sales of lubricating oil, grease and hydraulic oil (excluding sales of hazardous chemicals); Retail of refined oil products (limited to branches operating with licenses); To engage in the import and export business of commodities and technologies; Investment in real estate industry with its own assets (it is not allowed to engage in national financial supervision and financial credit business such as deposit absorption, fund-raising and collection, entrusted loan, Bill issuance, loan issuance, etc.). Used car sales; Dismantling and recycling of waste machinery and equipment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Business term from August 31, 1999 to no fixed term
Mailing address: No. 361, yinpen South Road, Changsha, Hunan
Tel: 86-731-85650157
2、 Property right and control relationship of information disclosure obligor
(I) major shareholders of information disclosure obligors
As of September 30, 2021, Hunan Xingxiang Investment Holding Group Co., Ltd. has the largest single shareholding ratio of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) , with a shareholding ratio of 14.44%.
As of September 30, 2021, the shareholding of major shareholders of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) is as follows:
(II) basic information of information disclosure obligor, controlling shareholder and actual controller
On February 27, 2012, Hunan SASAC sent a letter (Hunan
