Cre8 Direct (Ningbo) Co.Ltd(300703)
Simplified equity change report
Second
Listed company: Cre8 Direct (Ningbo) Co.Ltd(300703)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703)
Stock Code: 300703
Name of information disclosure obligor: Ren Zhaoguo
Address / mailing address: No. 45, Lushan West Road, Beilun District, Ningbo City, Zhejiang Province
Nature of share change: the disclosure obligation is fulfilled due to the change of the actual controller of the listed company caused by the change of the actual controller of the controlling shareholder and the dissolution of the relationship between the persons acting in concert
Signed on: December 28, 2021
Statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report.
1、 The information disclosure obligor shall prepare the information disclosure in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity and other relevant laws, regulations and normative documents.
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 company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, This report has fully disclosed the shares in Cre8 Direct (Ningbo) Co.Ltd(300703) (hereinafter referred to as “the company” or ” Cre8 Direct (Ningbo) Co.Ltd(300703) “) in which the information disclosure obligor has an interest.
As of the signing date of this report, except for the shareholding information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Cre8 Direct (Ningbo) Co.Ltd(300703) by any other means.
4、 The details of this equity change are as follows:
(1) In the agreement signed by all shareholders of Ningbo Beilun Heli Management Consulting Co., Ltd. (hereinafter referred to as “Heli management consulting”) and Ningbo Cultural Tourism Investment Group Co., Ltd. (hereinafter referred to as “Ningbo cultural tourism investment”), Ren Zhaoguo and Ningbo Cultural Tourism Investment Group Co., Ltd. on Ningbo Beilun Heli Management Consulting Co., Ltd., Cre8 Direct (Ningbo) Co.Ltd(300703) After the equity transfer agreement is approved by the superior competent State-owned Assets Supervision and administration authority of cultural tourism investment and the general meeting of shareholders of the company agrees to waive the voluntary lock-in commitment of relevant shares, After Heli management consulting transferred 3656500 shares of Cre8 Direct (Ningbo) Co.Ltd(300703) shares (accounting for 2.00% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) ) to Mr. Ren Zhaoguo through agreement transfer, all shareholders of Heli management consulting transferred 100% of their equity of Heli management consulting to Ningbo culture and tourism investment.
After the completion of the transaction, Ningbo cultural tourism investment holds 100% equity of Heli management consulting, indirectly holds 52793000 Cre8 Direct (Ningbo) Co.Ltd(300703) shares, accounting for 28.88% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) , and the converted acquisition cost per share of the listed company is about 15.32 yuan / share; Mr. Ren Zhaoguo holds 11756500 Cre8 Direct (Ningbo) Co.Ltd(300703) shares, accounting for 6.43% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) .
According to the above transaction arrangement, if the transaction is finally implemented, the control right of the company will be changed. The actual controller of Ningbo cultural tourism investment, the state owned assets supervision and Administration Commission of Ningbo Municipal People’s Government (hereinafter referred to as “Ningbo SASAC”) will become the actual controller of Cre8 Direct (Ningbo) Co.Ltd(300703) , heli management consulting will remain the controlling shareholder of Cre8 Direct (Ningbo) Co.Ltd(300703) , and Heli management consulting and
The relationship between the persons acting in concert of the calling state is dissolved.
(2) Before and after the completion of the above transaction, the equity of each party to the transaction is as follows:
Before this transaction
Counterparty
Number of shares (shares) held in total share capital proportion of voting rights (shares) proportion of voting rights
Heli management consulting
(controlled by Ren Zhaoguo) 5279300028.88% 5279300029.13%
Ren Zhaoguo 117565006.43% 117565006.49%
I. management consulting and its joint efforts
Total control to the actors: 6454950035.31% 6454950035.62%
After this transaction
Counterparty
Number of shares (shares) held in total share capital proportion of voting rights (shares) proportion of voting rights
Heli management consulting
(controlled by Ningbo SASAC) 5279300028.88% 5279300029.13%
Ren Zhaoguo 117565006.43% 117565006.49%
The relationship between joint management consulting and the person acting in concert in the host country is dissolved
Note: the difference between the above voting right ratio and the number of shares is the total share capital of the company excluding the shares held in the company’s repurchase account when calculating the voting right ratio
The total number of non voting shares is 1607800.
The company still needs to hold a general meeting of shareholders to agree to exempt the company’s actual controllers, directors, senior managers and 5% to
Voluntary share locking commitment made by the shareholders of the company; Ren Zhaoguo et al. And Ningbo Cultural Tourism Investment Group Co., Ltd
About equity transfer of Ningbo Beilun Heli Management Consulting Co., Ltd. Cre8 Direct (Ningbo) Co.Ltd(300703)
The agreement still needs the approval of the state owned assets supervision and Administration Commission of Ningbo Municipal People’s government; Joint management consultation and appointment
Mr. Guo’s equity transfer can be registered and settled in China’s securities market only after the compliance confirmation of Shenzhen Stock Exchange
The Shenzhen Branch of the limited liability company has gone through the transfer procedures of the share agreement, and the relevant parties are currently performing the relevant procedures
Prepare for the approval process. There is some uncertainty whether this transaction can be approved by relevant departments.
5、 This equity change is based on the information specified in this report, and the information disclosure obligor has not
Any other person has been entrusted or authorized to provide information not listed in this report and make comments on this report
Any explanation or explanation.
6、 The information disclosure obligor guarantees the authenticity, accuracy and completeness of the contents of this report and undertakes to
There are no false records, misleading statements or major omissions, and they shall bear individual and joint legal liabilities for their guarantee.
catalogue
Declare that 2 catalog 4 interpretation Section 1 Introduction to information disclosure obligors 6 I. Basic information of information disclosure obligor Section 2 purpose of this equity change 7 I. purpose of this equity change 7 2. Whether the information disclosure obligor intends to continue to increase the shares of the listed company or dispose of the shares in which it has interests in the next 12 months 8 section 3 the way of this equity change 9 I. Basic information of this equity change 9 II. Main contents of the share subscription agreement involved in this acquisition 10 III. impact of this equity change on listed companies 24 IV. restrictions on the rights of the information disclosure obligor to own equity shares V. information disclosure obligors are directors, supervisors, senior managers and employees of listed companies, or entrusted legal persons or other organizations that should disclose the basic information 24 VI. relevant information about the information disclosure obligor being the controlling shareholder of the listed company 25 VII. Investigation of the information disclosure obligor on the transferee’s subject qualification, credit status and transferee intention 25 Section IV trading of listed shares in the first six months 27 Section V other major matters 28 section VI documents for future reference 31 I. documents for future reference 31 II. Preparation location 31 attached table to the simplified report on changes in equity thirty-two
interpretation
Company, listed company, Cre8 Direct (Ningbo) Co.Ltd(300703) refers to Cre8 Direct (Ningbo) Co.Ltd(300703)
Heli management consulting refers to Ningbo Beilun Heli Management Consulting Co., Ltd
Ningbo cultural tourism investment refers to Ningbo Cultural Tourism Investment Group Co., Ltd
Ningbo SASAC refers to the state owned assets supervision and Administration Commission of Ningbo Municipal People’s government
This report refers to Cre8 Direct (Ningbo) Co.Ltd(300703) simplified equity change report II
Equity transfer agreement a refers to the equity transfer agreement between Ningbo Beilun Heli Management Consulting Co., Ltd. and Ren Zhaoguo
The equity transfer agreement B between Ren Zhaoguo and Ningbo Cultural Tourism Investment Group Co., Ltd. refers to the equity transfer agreement of lunheli Management Consulting Co., Ltd. Cre8 Direct (Ningbo) Co.Ltd(300703)
Articles of association means the Cre8 Direct (Ningbo) Co.Ltd(300703) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions 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
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – Acquisition report of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The sum of partial totals and addends in this report may be different in mantissa due to rounding.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
(i) Ren Zhaoguo
1. Name: Ren Zhaoguo
2. Gender: Male
3. Nationality: China
4, ID number: 3302031964********
5. Address: Ningbo City, Zhejiang Province
6. Mailing address: Ningbo City, Zhejiang Province
7. Whether to obtain overseas residency: no
8. Communication mode: 0574-86188111
2. Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
Mr. Ren Zhaoguo shall hold 11756500 Cre8 Direct (Ningbo) Co.Ltd(300703) shares in total after the package agreements such as the equity transfer agreement between Ren Zhaoguo and Ningbo Cultural Tourism Investment Group Co., Ltd. on Ningbo Beilun Heli Management Consulting Co., Ltd., Cre8 Direct (Ningbo) Co.Ltd(300703) and the equity transfer agreement between Ningbo Beilun Heli Management Consulting Co., Ltd. and Ren Zhaoguo have been effectively implemented, Accounting for 6.43% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) .
As of the signing date of this report, the information disclosure obligor has not held shares with interests in other domestic and overseas listed companies up to or exceeding 5% of the issued shares of the company, except for the above circumstances.
Section II purpose of this equity change
1、 Purpose of this equity change
In order to introduce strategic investors, provide sufficient power for the company’s future development and comprehensively improve the company’s sustainable operation ability
Li, heli management consulting and Mr. Ren Zhaoguo, Ningbo Cultural Tourism Investment Group Co., Ltd. on Heli management consulting unit
A package agreement was reached on the transfer of equity, including the equity transfer agreement reached by all shareholders of Heli management consulting and Ningbo culture and tourism investment
Let the agreement read as follows:
(1) In the agreement signed by all shareholders of Heli management consulting and Ningbo Cultural Tourism Investment Co., Ltd
About Ningbo Beilun Heli Management Consulting Co., Ltd. and Ningbo Chuangyuan Culture Development Co., Ltd
The equity transfer agreement of the company is approved by the superior competent State-owned Assets Supervision and administration institution of culture, tourism and investment, and the company
The general meeting of shareholders agreed to the exemption
