Securities code: Hangzhou Freely Communication Co.Ltd(603602) securities abbreviation: Hangzhou Freely Communication Co.Ltd(603602) Announcement No.: 2022004 convertible bond Code: 113573 convertible bond abbreviation: vertical and horizontal convertible bond
Hangzhou Freely Communication Co.Ltd(603602)
Suggestive announcement on the 5% change in the interests of the controlling shareholders and those acting in concert
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
This equity change belongs to the situation that the controlling shareholders of Hangzhou Freely Communication Co.Ltd(603602) (hereinafter referred to as "the company") and their persons acting in concert reduce the shares of the company, and the conversion of convertible corporate bonds (hereinafter referred to as "vertical and horizontal convertible bonds" or "convertible bonds") increases the total share capital of the company and passively dilutes the shareholding ratio, which does not touch the tender offer.
After this equity change, the proportion of shares held by Su Weifeng, the controlling shareholder of the company, and Lin Aihua, Lin Wei, Zhang Liping and Su Qingru, who acted in concert, decreased from 407408% to 357408%, and the proportion of equity change reached 5.00%. Among them, from October 23, 2020 to March 7, 2022, the company's convertible bonds to shares increased the total share capital, and the shareholding ratio of controlling shareholders and those acting in concert was passively diluted by 0.0017%; From September 25, 2020 to March 8, 2022, the controlling shareholders and their persons acting in concert reduced their shares of the company, and the shareholding ratio decreased by 4.9983%.
This equity change will not change the controlling shareholder and actual controller of the company.
Recently, the company received the report on changes in equity in short form issued by the controlling shareholder Su Weifeng and the persons acting in concert Lin Aihua, Lin Wei, Zhang Liping and Su Qingru. The cumulative changes in equity of the controlling shareholder and the persons acting in concert reached 5.00%. The changes in equity are as follows:
1、 Basic information of information disclosure obligor
Information disclosure obligor I
1. Name: Su Weifeng (former name: none)
2. Gender: Male
3. Nationality: China 4 ID number: 330327196607195. Domicile / mailing address: Gongshu District, Hangzhou City, Zhejiang Province 6 Whether to obtain the right of residence in other countries or regions: No, information disclosure obligor II 1 Name: Lin Aihua (former name: none) 2 Gender: female 3 Nationality: China 4 ID number: 330327196903175. Domicile / mailing address: Gongshu District, Hangzhou City, Zhejiang Province 6 Whether to obtain the right of residence in other countries or regions: No, information disclosure obligor III 1 Name: Lin Wei (former name: none) 2 Gender: male 3 Nationality: China 4 ID number: 330327197407105. Domicile / mailing address: Gongshu District, Hangzhou City, Zhejiang Province 6 Whether to obtain the right of residence in other countries or regions: No, information disclosure obligor IV 1 Name: Zhang Liping (former name: none) 2 Gender: female 3 Nationality: China 4 ID number: 330327197007285. Domicile / mailing address: Gongshu District, Hangzhou City, Zhejiang Province 6 Whether to obtain the right of residence in other countries or regions: No, information disclosure obligor v 1 Name: Su Qingru (former name: none) 2 Gender: Male
3. Nationality: China
4. ID number: 33032719961013
5. Address / mailing address: Gongshu District, Hangzhou City, Zhejiang Province
6. Whether to obtain the right of residence in other countries or regions: no
2、 Basic information of this equity change
1. Passive dilution of shareholding ratio due to the conversion of convertible bonds into shares
With the approval of zjxk [2019] No. 2580 document of China Securities Regulatory Commission, the company publicly issued 2.7 million convertible bonds on April 17, 2020, with a face value of 100 yuan each, a total issuance amount of 270 million yuan and a term of 6 years. With the consent of self regulatory decision [2020] No. 124 of Shanghai Stock Exchange, the company's convertible bonds were listed and traded in Shanghai Stock Exchange on May 22, 2020. The bonds are referred to as "vertical and horizontal convertible bonds" for short and the bond code is "113573".
According to the provisions of the prospectus for Hangzhou Freely Communication Co.Ltd(603602) public offering of A-share convertible corporate bonds and relevant provisions, "vertical and horizontal convertible bonds" can be converted into shares of the company from October 23, 2020. From October 23, 2020 to March 7, 2022, a total of 1670 "vertical and horizontal convertible bonds" have been converted into shares. The total share capital of the company has increased from 203840000 shares to 203848872 shares. The proportion of shares held by the controlling shareholders and their persons acting in concert has been passively diluted by 0.0017%.
2. Reduction of shares of the company in the secondary market
Name reduction method reduction date reduction amount in total share capital
Su Qingru centralized bidding transaction from September 15, 2020 to September 17, 2020261000.0128%
Lin Aihua bulk trading 15568000.7637% on September 25, 2020
Zhang Liping bulk trading on September 25, 202025200001.2363%
Su Qingru centralized bidding transaction from November 5, 2020 to November 30, 20207479000.3669%
Lin Aihua centralized bidding transaction 2020 / 11 / 304244000.2082%
Lin Wei centralized bidding transaction from November 30, 2020 to December 29, 20208400000.4121%
Zhang Liping bulk trading 2020 / 12 / 2915193120.7453%
Zhang Liping centralized bidding transaction from February 19, 2021 to February 26, 20219548000 0.4684%
Zhang Liping centralized bidding transaction 2021 / 5 / 285000000.2453%
Lin Wei centralized bidding transaction from June 2, 2021 to November 23, 202174740000.3666%
Su Qingru centralized bidding transaction from March 7, 2022 to March 8, 20223000000.1472%
Zhang Liping centralized bidding transaction 2022 / 3 / 8521000.0256%
Total 101888124.9983%
Note: 1. The proportion of reduced shares in the total share capital before October 23, 2020 is calculated according to the total share capital of 203840000 shares on October 22, 2020, and the proportion of reduced shares in the total share capital from October 23, 2020 to March 8, 2022 is calculated according to the total share capital of 203848872 shares on March 7, 2022.
2. The inconsistency between the total shareholding ratio in the table and the total number of sub items is caused by rounding.
3、 Information disclosure obligor's holding of shares of listed companies before and after this equity change
Before this equity change, the total share capital of the company was 203840000 shares, and the controlling shareholder Su Weifeng and his concerted actors Lin Aihua, Lin Wei, Zhang Liping and Su Qingru held 83046046 shares, accounting for 407408% of the total share capital of the company. After this equity change, the total share capital of the company was increased to 203848872 shares. The controlling shareholder Su Weifeng and his concerted actors Lin Aihua, Lin Wei, Zhang Liping and Su Qingru held 72857234 shares of the company, accounting for 357408% of the total share capital of the company, and the shareholding ratio changed to 5.00%. The specific shareholding of the information disclosure obligor before and after the equity change is as follows:
Before and after this equity change
full name
Proportion of number of shares (shares) in total share capital proportion of number of shares (shares) in total share capital
Su Weifeng 62284331305555% 62284331305542%
Lin Aihua 101920005.0000% 82108004.0279%
Lin Wei 33974001.6667% 18100000.8879%
Zhang Liping 58983152.8936% 3521030.1727%
Su Qingru 12740000.6250% 2000000.0981%
Total 83046046407408% 72857234357408%
Note: the proportion of total share capital before this equity change is calculated according to 203840000 shares of total share capital of the company, and the proportion of total share capital after this equity change is calculated according to 203848872 shares of total share capital of the company on March 7, 2022.
4、 Follow up matters involved
1. The above equity changes will not lead to changes in the controlling shareholders and actual controllers of the company, do not touch the tender offer, and will not have a significant impact on the corporate governance structure and sustainable operation.
2. According to the relevant provisions of the measures for the administration of the acquisition of listed companies, this equity change involves the disclosure of the simplified equity change report by the information disclosure obligor. For the specific contents, see the website of the company on the same day at Shanghai Stock Exchange (www.sse. Com. CN) The Hangzhou Freely Communication Co.Ltd(603602) simplified equity change report disclosed.
It is hereby announced.
Hangzhou Freely Communication Co.Ltd(603602) board of directors March 9, 2022
