Zhejiang Communications Technology Co.Ltd(002061)
Short form equity change report
Name of listed company: Zhejiang Communications Technology Co.Ltd(002061) place of listing: Shenzhen Stock Exchange Stock abbreviation: Zhejiang Communications Technology Co.Ltd(002061) Stock Code: 002061 name of information disclosure obligor Zhejiang Communications Investment Group Co., Ltd
Address: No. 303, Wenhui Road, Hangzhou
Mailing address: Building 3, Pearl International Business Center, No. 199, Wuxing Road, Hangzhou
Postal code 310020
The nature of share changes, the number of shares held remains unchanged, and the shareholding ratio decreases (passive dilution)
Signing date of short form equity change report: February 18, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor shall, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “acquisition measures”), the standards for the contents and forms of information disclosure by public securities companies No. 15 – Report on changes in equity (hereinafter referred to as the “Standards No. 15”) and relevant laws This report is prepared according to laws and regulations.
2、 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.
3、 In accordance with the provisions of the securities law, the acquisition measures and Standard No. 15, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Zhejiang Communications Technology Co.Ltd(002061) (hereinafter referred to as “the company” or “listed company” or ” Zhejiang Communications Technology Co.Ltd(002061) “).
As of the signing date of this report, except for the information disclosed in this report, the above information disclosure obligor has not increased or reduced its shares in Zhejiang Communications Technology Co.Ltd(002061) by any other means.
4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor and the professional institution with securities practice qualification employed by it, the information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report. 5、 This equity change is based on Zhejiang Communications Technology Co.Ltd(002061) non-public offering of shares in 2018 and conversion of convertible corporate bonds in 2020.
6、 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, completeness and accuracy. Except for the information disclosure obligor, 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.
catalogue
Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose and plan of equity change Section IV equity change method 8 section V Trading of Zhejiang Communications Technology Co.Ltd(002061) listed shares in the first six months 10 section VI other important matters Section VII declaration of information disclosure obligor Section VIII documents for future reference thirteen
Section I interpretation
In this report, unless otherwise specified in the text, the following words have the following meanings: information disclosure obligor, provincial communications refers to Zhejiang Communications Investment Group Co., Ltd., Tong Group Zhejiang Communications Technology Co.Ltd(002061) , company, listed refers to Zhejiang Communications Technology Co.Ltd(002061) company, Zhejiang SASAC, provincial SASAC refers to the state owned assets supervision and Administration Commission of Zhejiang Provincial People’s government
This equity change refers to Zhejiang Communications Technology Co.Ltd(002061) non-public offering of shares in 2018 and conversion of convertible corporate bonds in 2020
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
This report and simplified equity change refer to the dynamic report of Zhejiang Communications Technology Co.Ltd(002061) simplified equity change report
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
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
(I) Name: Zhejiang Communications Investment Group Co., Ltd
(II) address: No. 303, Wenhui Road, Hangzhou, Zhejiang
(III) legal representative: Yu Zhihong
(IV) registered capital: RMB 31.6 billion only
(V) unified social credit Code: 91330000734530895w
(VI) enterprise type and economic nature: limited liability company (solely state-owned)
(VII) main business scope: the lower limit branches operate with licenses: Automobile repair, accommodation, retail of cigarettes, cigars, audio-visual products, books and periodicals, sales of stereotyped packaged food, and supply of Chinese meals. Investment, operation, maintenance and charging of transportation infrastructure, operation of transportation engineering materials, transportation and logistics services, industrial investment, training services, construction of transportation engineering, maintenance and management of expressway, warehousing services (excluding dangerous goods), investment and development of tourism projects, vehicle cleaning, vehicle rescue services, sales of building materials, flowers and trees and cultural supplies, Economic information consulting services.
(VIII) controlling shareholder: state owned assets supervision and Administration Commission of Zhejiang Provincial People’s Government (holding 90% equity of information disclosure obligor).
(IX) postal code: 310020
(x) mailing address: Building 3, Pearl International Business Center, No. 199, Wuxing Road, Hangzhou
（11） As of the signing date of this report, the equity control relationship of the information disclosure obligor is as follows:
Zhejiang SASAC holds 90% equity of the provincial transportation group and is the actual controller of the provincial transportation group.
2、 Basic information of information disclosure obligor, directors and their main responsible persons
Name, position, nationality, long-term residence, other countries or places of Zhejiang Communications Technology Co.Ltd(002061) employment and residence rights
Yu Zhihong, male, chairman, Hangzhou, Zhejiang, China
Zhan Xiaozhang, male, director, Hangzhou, Zhejiang, China
Chen Minnan, director, Hangzhou, Zhejiang, China none
Chen Jiangnan, director, Hangzhou, Zhejiang, China none
Yan Tanxiang, female external director, Hangzhou, Zhejiang, China
Zhu Xiaomin, male, external director, Hangzhou, Zhejiang, China
Xu Xiaofeng, male, external director, Hangzhou, Zhejiang, China
Jiang Xueming, male, external director, Hangzhou, Zhejiang, China
Liu Shengjun, male, external director, Shanghai, China none
Chai Yunmei, female employee director, Hangzhou, Zhejiang, China
3、 Information disclosure obligors holding and controlling shares of other listed companies
In addition to holding Zhejiang Communications Technology Co.Ltd(002061) more than 5% of the outstanding shares, Provincial Communications Group holds and controls more than 5% of the outstanding shares of other listed companies as follows:
Provincial Communications Group holds 2909260000 shares of Zhejiang Huhang Ningbo Expressway Co., Ltd. (00576), with a shareholding ratio of 66.99%; Hold Zheshang Development Group Co.Ltd(000906) (000906) 311623414 shares, with a shareholding ratio of 46.21%; Hold Wuchan Zhongda Group Co.Ltd(600704) (600704) 892384585 shares, with a shareholding ratio of 17.17%; Holds Zhejiang Oceanking Development Co.Ltd(603213) (603213) 241819955 shares, with a shareholding ratio of 55.62%.
Provincial Transportation Group indirectly controls Zheshang Securities Co.Ltd(601878) (601878): provincial transportation group holds 66.99% of the shares of Zhejiang Huhang Ningbo Expressway Co., Ltd; Zhejiang Huhang Ningbo Expressway Co., Ltd. holds 73.63% of the shares of Zhejiang shangsan Expressway Co., Ltd; Zhejiang shangsan Expressway Co., Ltd. holds 2124825159 Zheshang Securities Co.Ltd(601878) shares, accounting for 54.79%.
Section III purpose and plan of equity change
1、 Reason and purpose of this equity change
This equity change is affected by the company’s non-public offering of shares in 2018 and the conversion of convertible corporate bonds in 2020. Under the condition that the number of shares of listed companies held by Provincial Communications Group remains unchanged, the shareholding ratio decreases from 60.24% to 54.83%.
2、 Does the information disclosure obligor intend to increase or continue to reduce its shares in the listed company in the next 12 months
In the next 12 months, the shareholding interests of the information disclosure obligor provincial transportation group may change as follows: due to the conversion of Zhejiang Communications Technology Co.Ltd(002061) convertible bondholders, the proportion of shares of listed companies held by the information disclosure obligor provincial transportation group will continue to be passively diluted.
In addition to the above matters, the information disclosure obligor does not exclude the need to increase or reduce the shares of listed companies due to the development and integration of the industry. In case of relevant equity changes in the future, the information disclosure obligor will perform the obligations of information disclosure in strict accordance with the requirements of relevant laws and regulations.
Section IV changes in equity
1、 Change mode of equity
From the disclosure date of the previous acquisition report of the information disclosure obligor (November 10, 2017) to February 18, 2022, the changes in the rights and interests of the information disclosure obligor 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. 2、 Details of the rights and interests of the information disclosure obligor
Before and after this equity change, the shareholding of the information disclosure obligor is as follows:
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;
3、 Restrictions on the rights of equity shares owned by the information disclosure obligor
As of the signing date of this report, the information disclosure obligor, Provincial Communications Group, holds 786220976 shares of the company, all of which are non tradable shares.
As of the signing date of this report, the controlling shareholder of the company, Provincial Communications Group, has pledged / frozen 0 shares of the company, accounting for 0% of the total shares of the company and 0% of the total share capital of the company.
In addition to the above circumstances, there are no rights restrictions on the company’s shares held by the information disclosure obligor, including but not limited to the pledge and freezing of shares.
Section 5 purchase within the first six months
