Securities code: 002813 securities abbreviation: Shenzhen Roadrover Technology Co.Ltd(002813) Announcement No.: 2022-008
Shenzhen Roadrover Technology Co.Ltd(002813)
Completion of share transfer agreement between controlling shareholders and actual controllers
Announcement of transfer registration and change of control of the company
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.
1、 Basic information of the transfer agreement of this control transfer
Shenzhen Roadrover Technology Co.Ltd(002813) (hereinafter referred to as "the company" and " Shenzhen Roadrover Technology Co.Ltd(002813) ") received the notice from the controlling shareholder and actual controller Guo Xiumei. Guo Xiumei and her spouse Zhu Shucheng (collectively referred to as "the commitment party") signed the share transfer agreement with Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) (hereinafter referred to as " Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) " and "the Transferee") on February 7, 2022, Guo Xiumei transferred Shenzhen Roadrover Technology Co.Ltd(002813) 35.988 million shares (accounting for 29.99% of the total share capital of the company as of the date of this announcement, hereinafter referred to as the "target shares") to Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) , with a transfer price of RMB 21.67 per share, which is no less than 90% of the closing price of Shenzhen Roadrover Technology Co.Ltd(002813) shares on the trading day before the signing date of the share transfer agreement (i.e. January 24, 2022), The total transfer price is RMB 779859960 (hereinafter referred to as "this share transfer"); Meanwhile, Guo Xiumei signed the commitment on Shenzhen Roadrover Technology Co.Ltd(002813) waiver of voting rights (hereinafter referred to as "commitment on waiver of voting rights"), and voluntarily gave up the voting rights of all remaining 42999690 shares (accounting for about 35.83% of the total share capital of the target company as of the date of this announcement) (together with this share transfer, it is referred to as "this transaction"). For details, please refer to the company's disclosure in securities times, China Securities Journal and cninfo.com on February 8, 2022（ http://www.cn.info.com.cn. ）The suggestive announcement on the proposed change of controlling shareholders and actual controllers (Announcement No.: 2022-005), the Shenzhen Roadrover Technology Co.Ltd(002813) simplified equity change report (Guo Xiumei), and the Shenzhen Roadrover Technology Co.Ltd(002813) detailed equity change report ( Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) ).
2、 Completion of transfer registration of shares transferred by agreement
The company received the notice from Guo Xiumei and Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) on February 24, 2022 that the shares transferred under this Agreement
The transfer registration procedures have been completed and the certificate issued by China Securities Depository and Clearing Co., Ltd. has been obtained
Confirmation of certificate transfer registration, the transfer date is February 23, 2022.
3、 Change of controlling shareholder and actual controller
Before and after the transfer registration of this share transfer, the number of shares held and voting rights of relevant shareholders are as follows:
Before and after the share transfer
Holding voting voting name holding number of shares holding equity number of shares holding rights ratio number of shares holding equity number of shares holding rights ratio (shares) proportion number (shares) cases (shares) proportion number (shares) cases
Zoomlion - 35988000 29.99% Heavy Industries
Guo Xiu 78987690 65.82% 78987690 65.82% 42999690 35.83% -- Mei
Note: the nature of the subject shares is non tradable shares. Among the remaining shares of the company held by Guo Xiumei, 38000000 shares are pledged. In addition, there are no other rights restrictions.
Before the completion of this share transfer, Guo Xiumei held 78987690 shares of the company, accounting for 20% of the total share capital of the company
65.82%。 After the completion of this share transfer, Guo Xiumei will also directly hold 42999690 shares of the company (in Chinese)
Hereinafter referred to as "remaining shares"), accounting for about 35.83% of the total share capital of the company; Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) holding company 35988000
Shares, accounting for 29.99% of the total share capital of the company. According to the commitment on waiver of voting rights, Guo Xiumei volunteered to
After the completion of the share transfer, the voting rights of all remaining shares held by the company shall be waived, and the right of the subject matter of the waiver of voting rights shall be waived
The deadline is to complete the share delivery from the 35.988 million shares to be transferred by the transferee under the share transfer agreement
It will take effect from the date of transfer to the transferee, that is, the period of waiver of voting rights is from February 23, 2022 to June 2025
30 days. According to the relevant provisions of the share transfer agreement, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will have the right to restructure the board of directors and management
Management layer. Therefore, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has become a single voting right of the company after the transfer registration is completed
The largest shareholder becomes the controlling shareholder of the company; Since Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has no actual controller, the company has changed
There is no actual controller.
4、 Other explanations
1. After the transfer registration procedures for the transfer of shares under this Agreement are completed, the relevant shareholders will
Strictly comply with several provisions on reducing 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 municipal companies and other relevant laws and regulations
Requirements of departmental regulations and normative documents.
2. Subsequent Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will, depending on the situation at that time, make partial offers to all shareholders of the company in accordance with the requirements of relevant laws and regulations, departmental rules and normative documents, and the proportion of shares to be purchased shall not be less than 18.83% of the total share capital of the company. According to the provisions of the share transfer agreement, the acceptor will actively provide support and cooperation according to the requirements of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) (including but not limited to urging the board of directors of the company to issue a report to all shareholders on the tender offer, vote in favour of the proposal at the board of directors of the company, accept the invitation for offer issued by Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) ), To ensure that Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) holds no less than 48.82% of the company's shares after the completion of the tender offer.
3. In addition to the above proposed tender offer to acquire the company's shares, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has no clear plan to continue to increase its shares in the company in the next 12 months, and has no plan to directly or indirectly dispose of the company's shares or corresponding interests in shares. If equity changes occur in the future, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will perform the review procedures and disclosure obligations in accordance with the requirements of relevant laws and regulations.
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) promises not to transfer the shares obtained from this equity change within 18 months after the completion of this equity change.
5、 Documents for future reference
1. Confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd.
It is hereby announced.
Shenzhen Roadrover Technology Co.Ltd(002813) board of directors
February 25, 2002
