Securities code: 002061 securities abbreviation: Zhejiang Communications Technology Co.Ltd(002061) Announcement No.: 2022-015 bond Code: 128107 bond abbreviation: Jiaoke convertible bond
Zhejiang Communications Technology Co.Ltd(002061)
With regard to the suggestive announcement on the disclosure of the simplified report on changes in equity, the controlling shareholder of the company, Zhejiang Communications Investment Group Co., Ltd., guarantees 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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The nature of this equity change is that the number of shares remains unchanged, the shareholding proportion decreases (passive dilution), and does not touch the tender offer.
2. This equity change will not lead to changes in the company’s controlling shareholders and actual controllers, and will not affect the company’s governance structure and sustainable operation.
Zhejiang Communications Technology Co.Ltd(002061) (hereinafter referred to as the “company”, “listed company” and ” Zhejiang Communications Technology Co.Ltd(002061) “) recently received the short form equity change report (hereinafter referred to as the “report”) issued by the controlling shareholder Zhejiang Communications Investment Group Co., Ltd. (hereinafter referred to as the “Provincial Communications Group” and “information disclosure obligor”), and now the specific contents of this equity change are announced as follows:
1、 Basic information of this equity change
(I) changes in shareholders’ shares
1. Before this equity change, Provincial Communications Group held 786220976 shares of the company, accounting for 60.24% of the total share capital of the company at that time. The specific changes are as follows:
According to the overall arrangement of Zhejiang provincial government and Zhejiang SASAC, in order to further promote the comprehensive deepening reform of state-owned enterprises in Zhejiang Province, further improve corporate governance, optimize the allocation of state-owned assets, realize the adjustment of state-owned capital, the injection of state-owned assets into listed companies and the securitization of state-owned assets, on the basis of holding Zhejiang Communications Technology Co.Ltd(002061) 36.15% shares, By injecting high-quality construction business assets into the transportation group, it will hold 60.24% of the shares of the listed company in total (excluding the shares increased by the supporting financing of the listed company). The listed company disclosed the acquisition report on cninfo.com on November 10, 2017.
2. After this equity change, 786220976 shares of the company held by Provincial Communications Group remain unchanged, accounting for 54.83% of the current total share capital of the company. The specific changes are as follows:
(1) The company issued 70402610 non-public shares to 4 investors including Zhejiang Haigang Asset Management Co., Ltd., with an issue price of 9.19 yuan / share; Since the provincial transportation group did not participate in the share subscription of this issuance, the proportion of Zhejiang Communications Technology Co.Ltd(002061) equity held by the provincial transportation group will be reduced from 60.24% before the issuance to 57.15% after the issuance, with a change ratio of 3.09%. For details, please refer to the company’s disclosure on cninfo.com on August 31, 2018（ http://www.cn.info.com.cn./ ）The implementation of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and the announcement on the listing of new shares.
(2) During the period from October 28, 2020 to February 18, 2022, the total share capital of the company increased due to the conversion of the holders of “Jiaoke convertible bonds”, resulting in the dilution of the shareholding ratio of the Provincial Communications Group Co., Ltd. under the condition that the number of shares remained unchanged, and its shareholding ratio decreased from 57.15% to 54.83%, with a change ratio of 2.32%. For details, please refer to the announcement on passive dilution of shareholding ratio of controlling shareholders exceeding 1% (Announcement No.: 2022-014) disclosed by the company in the securities times, securities daily and cninfo.com on February 22, 2022. (II) Shareholding before and after this equity change
Before and after this equity change
Name of shareholder
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Provincial Communications Group 786220976 60.24% 786220976 54.83%
After this equity change, the provincial transportation group is still the controlling shareholder of the company.
Note 1: before this equity change, the corresponding total share capital of the company was 1305236388 shares;
Note 2: after this equity change, the corresponding total share capital of the company is 1433919235 shares;
2、 Other relevant instructions
1. This equity change does not violate the company law, the securities law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and some provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies Detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, several provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies and other relevant provisions.
2. This equity change is consistent with the intention and commitment previously disclosed by the information disclosure obligor.
3. The relevant information disclosure obligors have fulfilled the obligation of information disclosure on this share reduction in accordance with the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity. For details, please refer to the short report on changes in equity disclosed on cninfo.com on the same day.
4. There is no major change in the company’s fundamentals. This change in equity will not affect the company’s governance structure and sustainable operation, and will not lead to the change of the company’s controlling shareholder and actual controller.
5. After the completion of this equity change, the information disclosure obligor does not rule out the possibility of continuing to increase or reduce its equity shares in the company in the next 12 months. In case of relevant equity changes in the future, the information disclosure obligor will perform the information disclosure obligations and corresponding reporting obligations in accordance with the provisions of relevant laws and regulations. 3、 Documents for future reference
1. Short form equity change report;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Zhejiang Communications Technology Co.Ltd(002061) board of directors February 24, 2022
