Whole Easy Internet Technology Co.Ltd(002464)
Detailed equity change report listed company: Whole Easy Internet Technology Co.Ltd(002464) listing place: Shenzhen Stock Exchange Stock abbreviation: * ST Zhongying Stock Code: 002464 information disclosure obligor: Wu Rui domicile: Shenzhen, Guangdong * * * mailing address: Shenzhen, Guangdong * * * nature of share change: increase of voting rights of information disclosure obligor due to voting right entrustment
Date of signature: February, 2002
Statement of information disclosure obligor
1、 This report is 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, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 15 – Report on changes in equity, and the standards for the contents and forms of information disclosure of companies offering securities to the public No. 16 – Report on the acquisition of listed companies And other relevant laws and regulations.
2. In accordance with the provisions of 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 content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies, This report has fully disclosed the shares in which the information disclosure obligor has an interest in Whole Easy Internet Technology Co.Ltd(002464) (hereinafter referred to as “Zhongying Internet”).
3. 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 Zhongying Internet by any other means.
4. 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.
5. Before the completion of this equity change, the information disclosure obligor does not hold the shares and voting rights of Zhongying Internet. After this equity change, the information disclosure obligor enjoys the voting rights corresponding to 125440000 shares of the listed company (accounting for 24.04% of the total share capital of the listed company) by accepting the voting rights entrustment of ran Shengrui.
Meanwhile, since Beijing zongxinrui, which is actually controlled by Wu Rui, the information disclosure obligor, signed the limited partnership share transfer agreement with Minmetals trust, Beijing zongxinrui became the limited partner of ran Shengrui after the limited partnership share transfer was completed and the partner agreement was signed. Ran Sheng (Ningbo) Equity Investment Fund Management Co., Ltd., the general partner of ran Shengrui, agreed to Minmetals trust to transfer all its limited partnership shares. According to the relevant provisions of Article 83 of the measures for the administration of the acquisition of listed companies, Wu Rui, the information disclosure obligor, and ran Shengrui formed a concerted action relationship in this equity change.
According to the voting right entrustment agreement signed by the information disclosure obligor and ran Shengrui, ran Shengrui entrusts the shareholders’ voting rights, nomination, proposal rights and other rights corresponding to the authorized shares, except the right of return, the right of share transfer and other property rights, to the information disclosure obligor exclusively and fully. Therefore, after this equity change, the information disclosure obligor among the members acting in concert is the leading Party. After this equity change, the actual controller of Zhongying Internet was changed to Wu Rui.
6. Before this equity change, ran Shengrui signed relevant agreements with Weimeng mutual entertainment. If Weimeng mutual entertainment or its designated party fails to complete the agreed matters before February 11, 2020, the reduction of all or part of the shares of the listed company held by ran Shengrui will not be restricted by the previous agreement and can be reduced or otherwise disposed from November 1, 2020. As Weimeng mutual entertainment failed to complete the agreed matters on time, ran Shengrui has the right to dispose of 125440000 shares (accounting for 24.04% of the total share capital of the listed company).
On February 22, 2021, ran Shengrui has signed the voting right entrustment with the information disclosure obligor and notified Weimeng mutual entertainment by email and express.
7. As of the signing date of this report, the 125440000 ordinary shares of the listed company held by ran Shengrui are in the judicial freezing state, of which 125437312 shares are in the pledge state. After the completion of this equity change, it is not excluded that the pledgee, the enforcement court / other competent authorities will forcibly dispose of the shares held by ran Shengrui, resulting in the passive reduction of the shares of the listed company with entrusted voting rights held by the information disclosure obligor, and may even cause the information disclosure obligor to lose the control of the listed company.
8. 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.
9. 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
Chapter I interpretation 6 Chapter II introduction to information disclosure obligors seven
1、 Basic information of information disclosure obligor seven
2、 Information disclosure obligor’s employment in the last five years seven
3、 Control relationship of information disclosure obligor eight
4、 Description of whether the information disclosure obligor has been punished in the last five years Information disclosure obligors and their controlling shareholders and actual controllers hold and control more than 5% of the issued shares of other listed companies, as well as banks, trust companies, securities companies and insurance companies holding more than 5%
Brief information of other financial institutions such as the company Chapter III decision and purpose of this equity change twelve
1、 The purpose of this equity change 12 II. The information disclosure obligor shall continue to increase its holdings of shares of the listed company or dispose of its existing shares in the next 12 months
Equity share plan 12 Chapter IV changes in equity 13 I. number and proportion of interests held by information disclosure obligors in listed companies before and after this equity change
…… thirteen
2、 The way of equity change this time thirteen
3、 Main agreements involved in this equity change 13 IV. description of the equity change involving the shares held by ran Shengrui and the entrusted voting rights Chapter V source of funds 24 Chapter VI follow up plan 25 I. whether to change the main business of the listed company or make changes to the main business of the listed company in the next 12 months
Major adjustments 2. Whether it plans to sell, merge, joint venture or cooperate with others on the assets and businesses of the listed company or its subsidiaries in the next 12 months, or whether the listed company plans to purchase or replace assets
3、 Whether it plans to change the composition of the current board of directors or senior managers of the listed company 25 IV. whether it plans to amend the articles of association that may hinder the acquisition of the control right of the listed company twenty-six
5、 Whether it plans to make major changes to the existing employee employment plan of the acquired company twenty-six
6、 Major changes in dividend policies of listed companies twenty-six
7、 Other plans that have a significant impact on the business and organizational structure of the listed company Chapter VII analysis of the impact on listed companies twenty-seven
1、 The impact of this equity change on the independence of listed companies twenty-seven
2、 Impact on horizontal competition of listed companies twenty-eight
3、 Impact on related party transactions of listed companies 29 Chapter VIII major transactions with listed companies thirty
1、 Transactions with listed companies and their subsidiaries thirty
2、 Transactions with directors, supervisors and senior managers of listed companies 3. Compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced IV. other contracts, tacit understandings or arrangements that are being signed or negotiated that have a significant impact on the listed company 30 Chapter IX trading of shares of the listed company within the first six months Chapter X other major matters 32 Chapter XI statement 33 Chapter XII documents for reference thirty-five
1、 Documents for future reference thirty-five
2、 Check location 35. Attached table of detailed equity change report thirty-seven
Chapter I interpretation
In this report, unless otherwise specified, the following words have the following meanings:
This report refers to Whole Easy Internet Technology Co.Ltd(002464) detailed equity change report
Zhongying Internet / * ST Zhongying / Shangzhi Whole Easy Internet Technology Co.Ltd(002464)
City company
Information disclosure obligor refers to Wu Rui
Beijing zongxinrui refers to Beijing zongxinrui Enterprise Management Co., Ltd
Shenzhen zongxinrui refers to Shenzhen Qianhai zongxinrui Investment Management Co., Ltd
Ran Shengrui refers to Ningbo ran Shengrui investment management partnership (limited partnership)
Minmetals trust refers to Minmetals International Trust Co., Ltd
Micro dream mutual entertainment refers to the micro dream mutual entertainment investment partnership (limited partnership) in Ningbo Meishan free trade port area
This equity change / this time, Beijing zongxinrui received the 99.99% share purchase of ran Shengrui limited partnership held by Minmetals trust / this share transfer index. At the same time, Wu Rui obtained the voting rights of 24.04% shares corresponding to 125440000 ordinary shares of the listed company held by ran Shengrui through voting right entrustment.
Share transfer agreement refers to the share transfer agreement of limited partnership signed by Beijing zongxinrui and Minmetals trust on February 22, 2021
Voting power entrustment agreement refers to the voting power entrustment agreement signed by Wu Rui and ran Shengrui on February 22, 2021
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the 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
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – Acquisition report of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: unless otherwise specified in this report, all values retain 2 decimal places. If the total is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
Chapter II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name: Wu Rui
Former name none
ID number 632***********0020
Mailing address: Shenzhen, Guangdong Province***
Gender female
Nationality China
Have you obtained the right of abode in other countries or regions
2、 Information disclosure obligor’s employment in the last five years
Sequence: registration of property rights during the term of office of the enterprise, customs number, industry name, main business location between positions
The general business items are: cultural project incubation; Cultural property
Business incubation base management; Investment in cultural industry; Enterprise form
Image planning; Planning of cultural activities; Exhibition; industry
Management of investment fund and industrial investment fund
Funds raised through public offering shall not be engaged in public offering of funds
Management business); Venture capital fund
Fund management (not to raise funds in public or
Engaging in the management business of publicly raised funds); Venture capital
Shenzhen police business; Institutions or organizations entrusted with the management of venture capital enterprises
Bright culture’s venture capital business in 2015; Venture capital consulting business;
1. Supervisors of financial services provided innovative services for start-ups from December to December
