Securities code: 002464 securities abbreviation: Whole Easy Internet Technology Co.Ltd(002464) Announcement No.: 2022-019 Whole Easy Internet Technology Co.Ltd(002464)
Suggestive announcement on change of actual controller and change of equity
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Ningbo ran Shengrui investment management partnership (limited partnership) (hereinafter referred to as "ran Shengrui") and Wu Rui signed the voting right entrustment agreement on February 22, 2021, Ran Shengrui entrusted the shareholders' voting rights, nomination and proposal rights corresponding to the 125440000 shares (accounting for 24.04% of the total share capital) of Whole Easy Internet Technology Co.Ltd(002464) (hereinafter referred to as "listed company" or "company") held by him to Wu Rui. For details, see the company on the designated information disclosure website cninfo (www.cn. Info. Com. CN.) on February 23, 2021 Announcement on receiving the voting right entrustment agreement and the limited partnership share transfer agreement from major shareholders (Announcement No.: 2021-006);
2. According to the relevant provisions of Article 83 of the measures for the administration of the acquisition of listed companies, Wu Rui and ran Shengrui formed a concerted action relationship in this equity change;
3. This equity change will lead to the change of the actual controller of the listed company from Li Hualiang to Wu Rui; The board of directors of the company will continue to pay attention to the progress of relevant matters and disclose the progress in time. Please pay attention to the investment risks. 1、 Basic information of this equity change
Ran Shengrui and Ningbo Meishan free trade port area Weimeng mutual entertainment investment partnership (limited partnership) (hereinafter referred to as "Weimeng mutual entertainment") signed the Ningbo ran Shengrui investment management partnership (limited partnership) on February 24, 2018 on ran Shengrui's intention to transfer 10% of the shares of the listed company to Weimeng mutual entertainment The Whole Easy Internet Technology Co.Ltd(002464) share transfer agreement (hereinafter referred to as the "share transfer agreement") with Ningbo Meishan free trade port Weimeng mutual entertainment investment partnership (limited partnership) has agreed on the transaction consideration and payment arrangement. For details, the company posted on the designated information disclosure website cninfo (www.cn. Info. Com. CN.) on February 27, 2018 Disclosure of securities times and related announcements.
Ran Shengrui and Weimeng mutual entertainment signed the supplementary agreement to the Whole Easy Internet Technology Co.Ltd(002464) share transfer agreement between Ningbo ran Shengrui investment management partnership (limited partnership) and Ningbo Meishan free trade port Weimeng mutual entertainment investment partnership (limited partnership) (hereinafter referred to as the "supplementary agreement to the share transfer agreement") on August 9, 2019, Supplementary agreements were made on the equity transfer matters agreed in the share transfer agreement. For details, please refer to cninfo.com, the designated information disclosure website of the company on August 12, 2019 and August 16, 2019
（www.cn.info.com.cn.） And relevant announcements disclosed by the securities times.
Ran Shengrui and Weimeng mutual entertainment signed the agreement between Ningbo ran Shengrui investment management partnership (limited partnership) and Ningbo Meishan free trade port Weimeng mutual entertainment investment partnership (limited partnership) on waiving the voting rights of Whole Easy Internet Technology Co.Ltd(002464) shares (hereinafter referred to as the "voting rights waiver agreement") on October 29, 2019. During the waiver period, Ran Shengrui waives the shareholder's voting rights, nomination and proposal rights corresponding to 125440000 shares (accounting for 24.04% of the total share capital of the company), in addition to the income rights, share transfer rights and other property rights. For details, the company made a statement on the designated information disclosure website cninfo (www.cn. Info. Com. CN.) on October 31, 2019 And relevant announcements disclosed by the securities times.
Ran Shengrui and Weimeng mutual entertainment signed the supplementary agreement to the agreement between Ningbo ran Shengrui investment management partnership (limited partnership) and Ningbo Meishan free trade port Weimeng mutual entertainment investment partnership (limited partnership) on waiving the voting rights of Whole Easy Internet Technology Co.Ltd(002464) shares on November 19, 2019 (hereinafter referred to as the "supplementary agreement on waiver of voting rights"). For details, the company made a statement on the designated information disclosure website cninfo (www.cn. Info. Com. CN.) on November 20, 2019 And relevant announcements disclosed by the securities times.
On January 20, 2020, ran Shengrui and Weimeng mutual entertainment signed a confirmation agreement for the supplementary agreement to the share transfer agreement signed in August 2019. The confirmation contents are as follows: Weimeng mutual entertainment or its designated party did not directly transfer the subject shares or complete Huarong matters before February 11, 2020, as of November 1, 2020, The reduction of all or part of the shares of the listed company held by ran Shengrui is not restricted by the voting right waiver agreement and the supplementary agreement on voting right waiver, and can be reduced or otherwise disposed of. Ran Shengrui's waiver of voting rights for corresponding shares is not binding on other third parties receiving such shares. As of February 11, 2020, Weimeng mutual entertainment or its designated party has not directly transferred the shares of listed companies or completed Huarong matters.
On February 22, 2021, ran Shengrui and Wu Rui signed the voting rights entrustment agreement. Ran Shengrui plans to entrust the shareholders' voting rights, nomination and proposal rights corresponding to the 125440000 shares of the listed company held by him (accounting for 24.04% of the total share capital) to Wu Rui, and Wu Rui agrees to accept the entrustment. Weimeng mutual entertainment and ran Shengrui had a dispute over the matter of entrusting Wu Rui with the exercise of voting rights. In addition, by signing the limited partnership share transfer agreement, Wu Rui and ran shengshengrui have formed other economic interests such as partnership, cooperation and joint venture, forming a relationship of concerted action. See details
On February 23, 2021, the company posted the information on the designated information disclosure website cninfo (www.cn. Info. Com. CN.) And relevant announcements disclosed by the securities times.
On March 16, 2021, the company held the first extraordinary general meeting of shareholders in 2021. The company did not include ran Shengrui's vote in the total number of votes at the general meeting of shareholders. Therefore, ran Shengrui filed a lawsuit to the court to apply for the cancellation of the resolution of the general meeting of shareholders. Ran Shengrui won the first instance. The company refused to accept the result and appealed. The company received the civil judgment (2021) Hu 01 min Zhong No. 14947 from Shanghai No. 1 Intermediate People's Court on January 27, 2022. Shanghai No. 1 Intermediate People's Court maintained the effectiveness of the resolution involved in the case on the basis of determining that the shareholder ran shengshengrui enjoyed the voting right. See the details of the company on March 31, 2021, September 3, 2021 On January 28, 2022, on the designated information disclosure website cninfo (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
Ruishen equity investment partnership (limited partnership) in Ningbo Meishan free trade port area (hereinafter referred to as "Ningbo Ruishen") also recognized the content that the court found that the shareholder ran Shengrui had the right to vote in the civil judgment.
The company received the detailed equity change report from Wu Rui, the information disclosure obligor, and the short equity change report from Ningbo Ruishen, the information disclosure obligor, on February 18, 2022.
2、 Information disclosure obligors
(I) information disclosure obligor I
Name: Wu Rui
ID number: 632***********0020
Gender: Female
Nationality: Chinese
(II) information disclosure obligor II
Name: Ningbo Meishan free trade port Ruishen equity investment partnership (limited partnership)
Unified social credit Code: 91330206ma283nmm72
Type: limited partnership
Executive partner: Shanghai Mijiao Investment Management Co., Ltd. (appointed representative: Li Hualiang)
Registered capital: 130 million yuan
Date of establishment: January 4, 2017
Address: h0038, zone a, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province
Business scope: equity investment and related consulting services. (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial services such as deposit taking, financing guarantee, customer financing, and capital collection (financing) from the public)
Name and shareholding of shareholders: Shanghai Mijiao Investment Management Co., Ltd. holds 0.77% of Xuanzong network shares
Ltd. holds 53.85%, Yunnan International Trust Co., Ltd. holds 30.00%, and Shanghai Dongxing Investment Holding Co., Ltd
The company holds 15.38% shares.
Information of major shareholders of Shanghai Mijiao Investment Management Co., Ltd.:
Shareholder name shareholder type contribution share (10000 yuan) contribution proportion (%)
Beijing weimengchuangke entrepreneurship Co., Ltd
Investment Management Co., Ltd. 10 1.00
Xuanzong Network Co., Ltd
Company Limited 790.00
Zhu Enle natural person 200 20.00
Total 1000 100.00
(III) concerted action of information disclosure obligor 2
Name: Ningbo Meishan free trade port area Weimeng mutual entertainment investment partnership (limited partnership)
Unified social credit Code: 91330206ma2afw5n9u
Enterprise type: limited partnership
Executive partner: Shanghai Mijiao Investment Management Co., Ltd. (appointed representative: Li Hualiang)
Registered capital: 5 million yuan
Date of establishment: November 27, 2017
Main business premises: h0039, zone a, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province
Business scope: industrial investment, investment management and investment consulting. (without the approval of financial and other regulatory authorities, it is not allowed to
Financial businesses such as deposit taking, financing guarantee, financing on behalf of customers, and collecting (financing) funds from the public) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3、 Shareholding of shareholders before and after this equity change
Before and after this equity change
Own table
Name of shareholders holding voting shares holding share of total voting shares holding share of total share capital of voting shares holding share capital ratio of shares holding share capital of voting shares holding share capital of voting shares holding share capital of total (shares) (shares) example (%) (shares) proportion (shares) Share capital ratio (%)
(civil judgment)
Written decision
(2021) Shanghai
01 Minzhong
Ningbo ran Sheng
No. 14947
Shengrui investment 125440,
125440,0 fixed shareholder ran Sheng 125440,0
Management partnership 24.04 000 24.04 0 00 Shengrui enjoyment form 00
Enterprise (yes)
