Securities code: Shenzhen Mtc Co.Ltd(002429) securities abbreviation: Shenzhen Mtc Co.Ltd(002429) Announcement No.: 2022009 Shenzhen Mtc Co.Ltd(002429)
Announcement on risk warning of spin off and listing of subsidiaries
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.
Shenzhen Mtc Co.Ltd(002429) (hereinafter referred to as “the company”) held the 11th meeting of the 5th board of directors and the 22nd Meeting of the 5th board of directors on April 17, 2020 and May 25, 2021 respectively, The relevant proposals on the proposed spin off of Jiangxi zhaochi Guangyuan Technology Co., Ltd. (hereinafter referred to as “zhaochi Guangyuan”) to be listed on the gem of Shenzhen stock exchange were deliberated and disclosed. For details, please refer to the company’s publication on cninfo.com on April 18, 2020 and May 26, 2021 respectively（ http://www.cn.info.com.cn. ）Relevant announcements.
Nanchang zhaochi investment partnership (limited partnership) (hereinafter referred to as “Nanchang Zhaotou”), the controlling shareholder of the company, and its persons acting in concert Mr. Gu Wei, the actual controller, signed the share transfer framework agreement with Shenzhen capital operation group Co., Ltd. (hereinafter referred to as “Shenzhen capital group”) and its wholly-owned subsidiary Shenzhen Yixin Investment Co., Ltd. (hereinafter referred to as “Yixin investment”) on February 28, 2022, and both parties agreed to sign the share transfer agreement later. If Nanchang Zhaotou and Mr. Gu Wei subsequently signed and implemented the share transfer agreement with Shenzhen capital and Yixin investment, and the waiver of voting rights of Nanchang Zhaotou and Mr. Gu Wei takes effect, Shenzhen Capital Group will become the controlling shareholder and actual controller of the company. For details, please refer to China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com published by the company on March 1, 2022（ http://www.cn.info.com.cn. ）Suggestive announcement on the proposed change of controlling shareholder and actual controller (Announcement No.: 2022008).
At present, only the share transfer framework agreement has been signed for the above proposed changes in the company’s control, and all due diligence needs to be completed by the relevant parties. All parties sign the share transfer agreement, perform the review and approval procedures of the state-owned assets supervision and administration department After reporting the concentration of business operators and obtaining the decision or consent document (if applicable) issued by the competent anti-monopoly authority not to carry out further examination or prohibition and other necessary procedures, and the compliance confirmation of Shenzhen Stock Exchange, the transfer procedures of share agreement can be handled in Shenzhen Branch of China Securities Depository and clearing Co., Ltd.
According to the prospectus of Jiangxi zhaochi Guangyuan Technology Co., Ltd. on the gem initial public offering, the company is the controlling shareholder of zhaochi Guangyuan, and Mr. Gu Wei is the actual controller of zhaochi Guangyuan. If the change of the controlling shareholder and actual controller of the above company is successfully completed, the controlling shareholder and actual controller of zhaochi Guangyuan will also be changed.
According to the measures for the administration of registration of initial public offering of shares on the gem, the issuer applying for initial public offering of shares and listing on the gem of Shenzhen Stock Exchange shall meet the requirement that “the actual controller has not changed in the last two years”. If the change of the controlling shareholder and actual controller of the company is successfully completed, the actual controller of zhaochi Guangyuan will also change, Therefore, there is no risk for the company to be listed on the gem.
There is still great uncertainty about the above changes in the company’s control. The company will timely disclose information in strict accordance with the provisions and requirements of relevant laws and regulations. The information disclosure media designated by the company are China Securities News, securities times, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）, all the information of the company is subject to the information disclosed by the above designated media. Please pay attention to the investment risks.
It is hereby announced.
Shenzhen Mtc Co.Ltd(002429) board of directors
March 1, 2002
