Shenzhen Zowee Technology.Co.Ltd(002369)
Detailed equity change report name of listed company: Shenzhen Zowee Technology.Co.Ltd(002369) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Shenzhen Zowee Technology.Co.Ltd(002369) Stock Code: 002369 information disclosure obligor: Xia Chuanwu domicile: Keji South Road, Nanshan District, Shenzhen, Guangdong Province mailing address: Keji South Road, Nanshan District, Shenzhen, Guangdong Province nature of equity change: increase of voting rights
Date of signature: February, 2002
Statement of information disclosure obligor
1、 This report is prepared by the information disclosure obligor 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, and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity Standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies and other relevant laws, regulations and departmental rules.
2、 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 changes in the shares in which the information disclosure obligor has an interest in Shenzhen Zowee Technology.Co.Ltd(002369) . As of the signing date of this report, except for the shareholding information disclosed in this report, the information disclosure obligor has no interest in Shenzhen Zowee Technology.Co.Ltd(002369) in any other way. 3、 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.
4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor and the professional institution hired, 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.
catalogue
The disclosure obligor declares that 2 interpretation Section 1 Introduction to information disclosure obligors Section II purpose of equity change Section III equity change method Section 4 source of funds 11 Section V follow up plan Section VI analysis of the impact on listed companies Section 7 major transactions with listed companies 15 section 8 trading of shares of Listed Companies in the first six months Section 9 other major matters Section 10 documents for future reference 18 declaration of the information disclosure obligor and its legal representative nineteen
interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following specific meanings:
Information disclosure obligor refers to Shenzhen Zowee Technology.Co.Ltd(002369) shareholder Xia Chuanwu
This report refers to the Shenzhen Zowee Technology.Co.Ltd(002369) detailed equity change report
Shenzhen Zowee Technology.Co.Ltd(002369) . Listed companies and companies refer to Shenzhen Zowee Technology.Co.Ltd(002369)
Shenzhen smart city refers to Shenzhen Smart City Technology Development Group Co., Ltd
The voting right entrustment agreement signed by Xia Chuanwu and Shenzhen Zhicheng on March 29, 2021 refers to the voting right entrustment agreement between Xia Chuanwu and Shenzhen Smart City Technology Development Group Co., Ltd. on Shenzhen Zowee Technology.Co.Ltd(002369) shares
The agreement on termination of voting power entrustment signed by Xia Chuanwu and Shenzhen Zhicheng on February 21, 2022 refers to the termination agreement of the voting power entrustment agreement on Shenzhen Zowee Technology.Co.Ltd(002369) shares
From the effective date of the voting power entrustment termination agreement, the entrustment agreement on this equity change of the voting power entrustment signed by Xia Chuanwu and shenzhicheng on March 29, 2021 is terminated and will no longer have legal effect on both parties, The voting rights and other shareholders’ rights of Shenzhen Zowee Technology.Co.Ltd(002369) 93000000 shares held by Xia Chuanwu will no longer be entrusted to Shenzhen Zhicheng
CSRC refers to the China Securities Regulatory Commission
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: unless otherwise specified, all values in this report retain two decimal places. If the total number is inconsistent with the mantissa of the sum of the fractional values, it is caused by rounding.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name of natural person: Xia Chuanwu
Gender: Male
Nationality: Chinese
ID number: 42242719730528****
Address: Keji South Road, Nanshan District, Shenzhen, Guangdong
Mailing address: Keji South Road, Nanshan District, Shenzhen, Guangdong
Whether to obtain the right of residence in other countries or regions: no
2、 Information disclosure obligor’s occupation and position in the last five years
Mr. Xia Chuanwu applied for resignation from the position of general manager and chairman of the company for personal reasons in May 2018 and August 2018 respectively. So far, he has not worked in other units.
3、 Information disclosure obligor’s punishment, litigation and arbitration in the last five years
(I) information disclosure obligor’s involvement in major civil litigation and arbitration related to economic disputes in the past five years
1. Contract dispute between Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch and Xia Chuanwu
On January 21, 2021, Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch filed a lawsuit to Futian District People’s Court of Shenzhen, Xia Chuanwu is required to: (1) immediately repay the principal of 62 million yuan and the interest (the interest includes normal interest, overdue interest and compound interest, which is temporarily calculated to November 3, 2020, and the amount of interest owed is 5085213.77 yuan, and the subsequent interest is calculated to the date of actual repayment according to the contract); (2) The issuer’s 25 million shares held by Xia Chuanwu (including corresponding share bonus, share conversion and cash dividend, etc.) shall bear the pledge guarantee liability for the principal and interest of the above loan debt, Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch has the priority right to be repaid for the disposal price of the Pledged Shares; (3) The litigation costs of this case shall be borne by Xia Chuanwu. Shenzhen Futian District People’s court has heard the case.
2. Contract dispute between China Securities Co.Ltd(601066) and Xia Chuanwu
On November 19, 2020, China Securities Co.Ltd(601066) filed an arbitration with the Beijing Arbitration Commission, requiring: (1) Xia Chuanwu to pay China Securities Co.Ltd(601066) the financing principal of 113847929.56 yuan and the liquidated damages of 29627843.17 yuan (tentatively until October 30, 2020, and the liquidated damages thereafter shall be based on the principal of 113847929.56 yuan, calculated according to the standard of 5 / 10000 per day until the date of actual repayment); (2) The arbitration fee of this case shall be borne by Xia Chuanwu; (3) Xia Chuanwu shall bear the pledge guarantee liability for Xia Chuanwu’s debts in items (1) and (2) of the arbitration request with the proceeds from the pledged 36.22 million shares of the issuer and the derivative equity formed by share distribution and conversion, as well as the dividends and bonuses obtained from holding the Pledged Shares and their derivative equity, China Securities Co.Ltd(601066) has the right to auction the aforesaid shares The proceeds from the sale shall be paid preferentially within the scope of debts in items (1) and (2) of the arbitration request. On May 7, 2021, the Beijing Arbitration Commission issued an award (2021) jzzz No. 1303, which ruled that Xia Chuanwu would pay China Securities Co.Ltd(601066) a financing principal of 113847929 yuan and a penalty interest of 17198531.69 yuan temporarily calculated up to October 30, 2020 (excluding), and continue to take the principal as the base The penalty interest from October 30, 2020 (inclusive) to the date of actual settlement of arrears and other arbitration claims supported by China Securities Co.Ltd(601066) shall be paid according to the calculation standard of 0.05% per day. China Securities Co.Ltd(601066) applied to the Shenzhen intermediate people’s Court of Guangdong Province for compulsory execution. On July 7, 2021, the Shenzhen intermediate people’s Court of Guangdong Province issued an execution notice (2021) Yue 03 Zhi No. 5978 to Xia Chuanwu, ordering Xia Chuanwu to perform relevant obligations. On August 8, 2021, Xia Chuanwu filed an application for suspension of execution with the Shenzhen intermediate people’s court. Later, Xia Chuanwu applied to the Beijing Financial court to revoke the arbitration award. On September 23, 2021, the Beijing Financial court issued (2021) Jing 74 minte No. 67 civil ruling, which ruled to reject Xia Chuanwu’s application.
3. Contract dispute with Xia Chuanwu
On November 18, 2021, China Greatwall Securities Co.Ltd(002939) filed a lawsuit with Futian District People’s Court of Shenzhen, demanding that: (1) Xia Chuanwu immediately pay China Greatwall Securities Co.Ltd(002939) a total of 137406655.56 yuan as of August 20, 2021 (including 119 million yuan of initial transaction amount, 854155.56 yuan of repurchase interest and 17552500 yuan of liquidated damages), And the amount payable, repurchase interest and liquidated damages agreed in the contract from August 21, 2021 to the actual repayment date; (2) China Greatwall Securities Co.Ltd(002939) has the pledge right to 34533930 issuer shares legally owned by Xia Chuanwu, China Greatwall Securities Co.Ltd(002939) has the right to dispose of the shares according to law, and has the priority to be repaid within the scope of all debts under Xia Chuanwu’s contract; (3) Wei Shuting shall be jointly and severally liable for all debts under Xia Chuanwu’s contract; (4) Xia Chuanwu and Wei Shuting jointly and severally bear the litigation costs of this case and the expenses incurred by China Greatwall Securities Co.Ltd(002939) to realize the creditor’s rights and security rights.
(II) administrative penalties imposed on the information disclosure obligor in the last five years (except those obviously unrelated to the securities market)
On October 25, 2021, the China Securities Regulatory Commission issued the decision on administrative punishment ([2021] No. 83) to Xia Chuanwu. As an insider of the issuer’s purchase of assets by issuing shares in 2018, Xia Chuanwu sold 11552730 shares of the issuer’s unlimited tradable shares through block trading during the insider sensitive period of the issuer’s intention to terminate the reorganization, The selling capital is 111945953.70 yuan, accounting for 1.9919% of the total share capital of the issuer. This behavior constitutes insider trading. For Xia Chuanwu’s above insider trading behavior, it is decided to confiscate Xia Chuanwu’s illegal income of 21308432.85 yuan and impose a fine of 21308432.85 yuan.
4、 Basic information of core enterprises and affiliated enterprises controlled by the information disclosure obligor
As of the signing date of this report, the information disclosure obligor has no control over other enterprises.
5、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the information disclosure obligor has no shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section 2 purpose of equity change
1、 Purpose of this equity change
This equity change is mainly due to the termination of the voting right entrustment agreement signed by the information disclosure obligor and Shenzhen Zhicheng on March 29, 2021. From the date of signing the voting power entrustment termination agreement, the rights and obligations, statements, guarantees or commitments agreed by both parties in the voting power entrustment agreement shall also be terminated.
2、 Plan of the information disclosure obligor to increase or dispose of Shenzhen Zowee Technology.Co.Ltd(002369) shares in the next 12 months
As of the signing date of this report, the information disclosure obligor has no clear plan to increase the shares of the listed company or dispose of the shares in which it has interests in the next 12 months. If it is necessary to increase the shares of the listed company or dispose of the shares with interests according to the subsequent actual situation, the information disclosure obligor will perform the corresponding legal procedures and obligations in accordance with the requirements of relevant laws and regulations.
3、 Decision making procedures of the information disclosure obligor of this equity change
This equity change
