Securities code: 002174 securities abbreviation: Yoozoo Interactive Co.Ltd(002174) Announcement No.: 2022-007
Yoozoo Interactive Co.Ltd(002174)
Pre disclosure announcement on passive reduction of shares by shareholders holding more than 5%
The company’s shareholders Lin Li, Lin Ruijing, Lin Xiaoxi and their legal guardian Xu Fenfen guarantee that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Special tips:
Some shares of the company under the name of Mr. Lynch, the shareholder holding 97504155 shares of Yoozoo Interactive Co.Ltd(002174) (hereinafter referred to as “the company”) (accounting for 10.65% of the total share capital of the company), may be passively reduced by block trading and / or call auction after 15 trading days from the date of disclosure of this announcement, and the total number of shares passively reduced shall not exceed 35498300, It accounts for 3.88% of the total share capital of the company.
The company recently received a notice from the relatives of Mr. Lynch, the shareholder of the company, who learned that there is a possibility of passive reduction of some of the company’s shares pledged in Bank Of Hangzhou Co.Ltd(600926) (hereinafter referred to as ” Bank Of Hangzhou Co.Ltd(600926) “), and the shares to be passively reduced are expected to be no more than 35498300 shares (accounting for 3.88% of the current total share capital of the company).
The relevant information is hereby announced as follows:
1、 Basic information of shareholders
(I) name of shareholders
Mr. Lynch is a natural person shareholder holding more than 5% of the company.
(II) number of shares held by shareholders and total share ratio
Up to now, the shares of the company held by Mr. Lynch are as follows:
Name of shareholders up to now, the total shareholding accounts for the total shares of the company. This time, it may passively account for the proportion of its total shares to the total shares (shares) of the company. The proportion of shares reduced this time
Lynch 97504155 10.65% 35498300 36.41% 3.88%
Note: the company is in the period of converting convertible bonds into shares, and the total amount of capital stock is in dynamic change. The proportion in the announcement is calculated by public
Total share capital of the previous trading day on the reporting day.
2、 Main contents of this passive share reduction plan
(I) specific arrangements for the proposed passive reduction
1. Reasons for the proposed passive reduction: Mr. Lynch carried out stock pledge repo business with Bank Of Hangzhou Co.Ltd(600926) during his lifetime, which constituted a business default due to the failure to pay off the above-mentioned relevant debts when the pledge expired. This passive reduction is to repay the financing loan of Bank Of Hangzhou Co.Ltd(600926) stock pledge.
2. Source of shares to be passively reduced: obtaining specific shares through non-public offering or increasing shares in the secondary market.
3. Number of proposed passive reduction: the total number of proposed passive reduction shall not exceed 35.4983 million shares of the company, accounting for 3.88% of the total share capital of the company. The specific number of passive reduction shall be subject to the actual situation.
4. Proposed passive reduction method: call auction and / or block trading. Among them, if the shares are reduced through centralized bidding, the total number of shares reduced within any continuous 90 natural days shall not exceed 1% of the total number of shares of the company; if the shares are reduced through block trading, the total number of shares reduced within any continuous 90 natural days shall not exceed 2% of the total number of shares of the company.
5. Price range of proposed passive reduction: determined according to the market price during the disposal period.
6. Proposed passive reduction period: within 6 months from the date when Shenzhen Stock Exchange passes the approval of default disposal application.
(II) the stock pledge type repurchase transaction conducted by Mr. Lynch and Hongta Securities Co.Ltd(601236) (hereinafter referred to as ” Hongta Securities Co.Ltd(601236) “) constitutes a business default due to the failure to pay off the relevant debts when the pledge expires, resulting in the possibility of passive reduction of some of the company’s shares pledged in Hongta Securities Co.Ltd(601236) under Mr. Lynch’s name. Up to now, the shares of the company under Mr. Lynch’s name have been passively reduced by 9155017 shares. For details, please refer to the company in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com on November 20, 2021 and January 13, 2022 respectively（ https://www.cn.info.com.cn. ）The pre disclosure announcement on passive reduction of shares by shareholders holding more than 5% (Announcement No.: 2021-115) and the announcement on passive reduction of shares by shareholders holding more than 5% (Announcement No.: 2022-003) disclosed.
In addition to the above-mentioned passive reduction, due to the death of Mr. Lynch, there are no intentions and commitments related to the reduction of shares under implementation.
3、 Relevant risk tips
(I) on December 25, 2020, Mr. Lynch, the controlling shareholder and actual controller of the company, died. During his lifetime, Mr. Lynch directly held 219702005 shares of the company, accounting for 23.99% of the total share capital of the company at that time; The above shares have been notarized and jointly inherited by their three minor children. The shareholders’ rights and interests of the company’s shares held by their minor children are exercised by their legal guardian, Ms. Xu Fenfen (Chinese Name: Xu Fenfen, hereinafter referred to as “Xu Fenfen”). Up to now, a total of 113042833 shares of the company under Mr. Lynch’s name have been transferred to three minor children, and there are still 97504155 shares of the company under his name. After completing the above equity changes and other related matters, Ms. Xu Fenfen will become the actual controller of the company. This passive reduction will not lead to the change of control of the listed company, and will not have an impact on the corporate governance structure, ownership structure and sustainable operation.
(II) this reduction is a passive reduction, and the pledgee shall reduce the shares according to the market conditions. There are uncertainties in the reduction time, reduction quantity and reduction price in this reduction plan; There is uncertainty about whether the reduction plan will be implemented and completed on schedule.
(III) the family members of shareholders are actively negotiating and communicating with the pledgee. If there is progress, the company will timely perform the obligation of information disclosure.
(IV) the company will urge the shareholders to comply with the relevant laws, regulations and provisions of the company’s share reduction, pay close attention to the passive reduction, and perform the obligation of information disclosure in strict accordance with the laws and regulations. The information disclosure media designated by the company is cninfo.com（ https://www.cn.info.com.cn. ）And China Securities News, Shanghai Securities News, securities times and Securities Daily. All information of the company shall be subject to those published in the above designated media; Prompt investors to invest rationally and pay attention to risks.
4、 Documents for future reference
(I) relevant notification letter
It is hereby announced.
Yoozoo Interactive Co.Ltd(002174) February 16, 2022
