Securities code: 300061 securities abbreviation: Qitian Technology Group Co.Ltd(300061) Announcement No.: 2022-028 Qitian Technology Group Co.Ltd(300061)
Announcement on the change of control of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. After the completion of this transaction, the controlling shareholder of Qitian Technology Group Co.Ltd(300061) (hereinafter referred to as "the company") was changed from Mr. Liu Tao and his acting in concert, Shanghai Zhenyuan enterprise management partnership (limited partnership) (hereinafter referred to as "Shanghai Zhenyuan") to Yancheng yannanxing Road Industrial Investment Fund (Limited partnership) (hereinafter referred to as "Xinglu fund"), The actual controller was changed from Mr. Liu Tao to Yancheng Municipal People's government.
1、 Basic information of this transaction
1. On September 27, 2021, Xiamen Yingjie equity investment partnership (limited partnership) (formerly known as Nanping Yingjie enterprise management partnership (limited partnership), hereinafter referred to as "Xiamen Yingjie"), a shareholder holding more than 5% of the company, signed the voting right entrustment agreement on Qitian Technology Group Co.Ltd(300061) with Xinglu Fund (hereinafter referred to as "voting right entrustment agreement"), Entrust the voting rights of 33261165 shares of the company (accounting for 5.03% of the total share capital of the company and 5.05% of the total share capital after excluding the shares in the repurchase special securities account), as well as the nomination rights, proposal rights, convening, convening and attendance rights of the general meeting of shareholders and other relevant rights to Xinglu fund. Xinglu fund is the sole and exclusive authorized agent of the entrusted shares. On the same day, The shareholder Yancheng Chengnan New Area big data industry venture capital fund (limited partnership) (hereinafter referred to as "Chengnan big data fund") and the shareholder Xinglu fund signed the agreement on concerted action of Yancheng Yannan Xinglu Industry Investment Fund (limited partnership) and Yancheng Chengnan New Area big data industry venture capital fund (limited partnership) on Qitian Technology Group Co.Ltd(300061) (hereinafter referred to as“ Agreement on concerted action "), before Chengnan big data fund and Xinglu fund exercise all voting rights or other rights to the company in accordance with applicable laws, regulations and articles of association, both parties need to negotiate on relevant contents and reach an agreement on voting matters; If the two parties cannot reach an agreement, the opinions of Chengnan big data fund shall be subject to the opinions of Xinglu fund, which shall be consistent with the opinions of Xinglu fund. After the completion of the above transactions, the controlling shareholder of the company will be changed from Mr. Liu Tao and his concerted action person Shanghai Zhenyuan enterprise management partnership (limited partnership) to Xinglu fund, and the actual controller will be changed from Mr. Liu Tao to Yancheng Municipal People's government. For details, the company disclosed the suggestive announcement on shareholders signing the voting power entrustment agreement, the unanimous action agreement and the proposed change of control on cninfo.com on September 28, 2021 (Announcement No.: 2021-091).
2. On December 14, 2021, the company disclosed the announcement on the progress of receiving the decision on not implementing further review of antitrust review of business concentration and change of control (Announcement No.: 2021-114) on cninfo.com, Recently, the company received the letter of decision on no further examination of antitrust review of business concentration (antitrust review decision [2021] No. 740) issued by the State Administration of market supervision and administration from Xinglu fund, It states: "according to Article 25 of the anti monopoly law of the people's Republic of China, after preliminary examination, it is decided to obtain Qitian Technology Group Co.Ltd(300061) from Yancheng yannanxing Road Industrial Investment Fund (limited partnership) through the contract." The control case will not be further examined. Your company can implement centralization from now on. The case involves other matters other than the antitrust review of business concentration, which shall be handled in accordance with relevant laws. ".
2、 Completion of change of control
On February 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the nomination of candidates for non independent directors and independent directors of the company; On the same day, the 19th meeting of the 5th board of directors was held, and relevant proposals on the election of the chairman and vice chairman of the company were considered and adopted. So far, the arrangement of seats on the board of directors of the company in the voting power entrustment agreement signed by Xinglu fund and Xiamen Yingjie has been put in place. Xinglu fund and its persons acting in concert are the largest single and consolidated shareholders of the company. According to the shares held by them and the voting rights enjoyed through the arrangement of acting in concert, they are enough to have a significant impact on the resolutions of the general meeting of shareholders of the company and become the controlling shareholder of the company; Yancheng Municipal People's government has implemented control over the company through Xinglu fund and its persons acting in concert, and has become the actual controller of the company; The transaction and change of control have been completed.
1. The controlling shareholder of the company was changed to Xinglu fund
After the completion of this transaction, the number and proportion of shares in the company owned by relevant shareholders are as follows:
After completion
Proportion in total share capital ownership table proportion in total share capital shareholder name shareholding number in total shares (excluding repurchase voting right) (excluding the number (shares) in the special account for this proportion) Total share capital (after shares in the special account)
Xinglu fund 6000000 0.91% 0.91% 108726403 16.45% 16.50%
Chengnan big data 22731000 3.44% 3.45% 22731000 3.44% 3.45% Xinglu fund and
Its concerted action 28731000 4.35% 4.36% 131457403 19.89% 19.95% total
Shanghai Zhenyuan 93195588 14.10% 14.14% 93195588 14.10% 14.14%
Liu Tao 22808946 3.45% 3.46% 22808946 3.45% 3.46%
Liu Tao and his one
Total number of persons causing actions: 116004534 17.55%, 17.60%, 116004534 17.55%, 17.60%
After the completion of this transaction, Xinglu fund has 108726403 shares of the company with voting rights, and the proportion of voting rights held by the company is 16.50%.
At the same time, through the above concerted action arrangement, Xinglu fund and its persons acting in concert have a total of 131457403 shares of the company with voting rights, and the proportion of voting rights held by the company is 19.95%. Xinglu fund is the single largest shareholder of the company, and its proportion of voting rights is 2.36% higher than that of Shanghai Zhenyuan, the single second largest shareholder of the company; Xinglu fund and its persons acting in concert are the largest shareholder of the company's merger, and the proportion of voting rights held by Xinglu fund and its persons acting in concert is 2.35% higher than that held by Liu Tao, the second largest shareholder of the company's merger. Xinglu fund and its persons acting in concert hold less than 50% of the company's shares, but they are the largest single and consolidated shareholder of the company. According to the company's shares held by them and the voting rights enjoyed through the arrangement of acting in concert, they are enough to have a significant impact on the resolutions of the company's general meeting of shareholders, In line with the standards for the identification of the company's controlling shareholders in the company law and the Shenzhen Stock Exchange GEM Listing Rules, Xinglu fund is the controlling shareholder of the company.
2. The actual controller of the company is changed to Yancheng Municipal People's government
(1) Ownership structure of the company
After the completion of this transaction, the number and proportion of shares in the company owned by Yancheng Municipal People's government through Xinglu fund are as follows:
After completion
Proportion in total share capital ownership table proportion in total share capital shareholder name shareholding number in total shares (excluding repurchase voting right) (excluding the number (shares) in the special account for this proportion) Total share capital (after shares in the special account)
Xinglu fund 6000000 0.91% 0.91% 108726403 16.45% 16.50%
Chengnan big data 22731000 3.44% 3.45% 22731000 3.44% 3.45% Xinglu fund and
Its concerted action 28731000 4.35% 4.36% 131457403 19.89% 19.95% total
After the completion of this transaction, Yancheng Municipal People's government holds 131457403 shares of the company with voting rights through Xinglu fund, and the proportion of voting rights of the company is 19.95%. Yancheng Municipal People's government is the investor who actually controls the company's voting rights, which is enough to have a significant impact on the resolutions of the company's general meeting of shareholders.
(2) Board seat arrangement
According to the voting power entrustment agreement, the parties agree on the seat arrangement of the company's board of directors as follows: after the beginning of the voting power entrustment period, the company's board of directors will set up 7 directors (including 3 independent directors), and Xinglu fund will nominate 4 directors, including 1 Chairman.
On January 28, 2022, the company held the 18th meeting of the 5th board of directors, passed the proposal on nominating candidates for non independent directors of the company and the proposal on nominating candidates for independent directors of the company, and submitted the above proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation. In the above proposal, Xinglu fund nominated two non independent director candidates, Mr. Li Tiansong and Ms. Zhang Lili, and two independent director candidates, Ms. Liu Xitong and Mr. Xiong Hui. On the same day, the independent directors of the company expressed independent opinions on the above proposal.
On February 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022 and passed the proposal on nominating candidates for non independent directors and the proposal on nominating candidates for independent directors. In the above proposal, the two non independent director candidates nominated by Xinglu fund, Mr. Li Tiansong and Ms. Zhang Lili, and the two independent director candidates, Ms. Liu Xitong and Mr. Xiong Hui, were reviewed and approved by the general meeting of shareholders.
On February 16, 2022, the company held the 19th meeting of the 5th board of directors and passed the proposal on electing the chairman and vice chairman of the company. The board of directors elected Mr. Li Tiansong as the chairman of the 5th board of directors, with a term of office from the date of deliberation and approval of the current board of directors to the expiration of the current board of directors.
Based on the above, as of the disclosure date of this announcement, Yancheng Municipal People's government has nominated four directors through Xinglu fund, which have been deliberated and approved by the general meeting of shareholders, of which Mr. Li Tiansong was elected as the chairman of the company by the board of directors. Xinglu fund has had a significant impact on 4 of the 7 seats on the board of directors of the company. The seat arrangement of the board of directors in the voting power entrustment agreement signed by Xinglu fund and Xiamen Yingjie has been put in place, and Yancheng Municipal People's government has strong control over the company. Yancheng Municipal People's government has implemented control over the company through Xinglu fund and its concerted actors, which meets the standards for the identification of the actual controller of the company in the company law, the measures for the administration of the acquisition of listed companies and the Listing Rules of Shenzhen Stock Exchange gem. Yancheng Municipal People's Government is the actual controller of the company.
3、 Controlling shareholder and actual controller of the company after change
1. Controlling shareholders of the company
Enterprise name Yancheng yannanxing Road Industrial Investment Fund (limited partnership)
Registered / mailing address: Room 303, office building, building 6, Yancheng Financial City, No. 5, Century Avenue, Yannan high tech Zone, Yancheng City
Executive partner Shanghai Shanda Investment Management Co., Ltd
The registered capital is 800 million yuan
Date of establishment: October 14, 2020
Business term: October 14, 2020 to October 13, 2027
Unified social credit code 91320913ma22nbun7d
Type of enterprise: limited partnership
General items: private fund management services (business activities can be carried out only after the China Securities Investment Fund Industry Association completes the filing and registration)
