Securities code: 300703 securities abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) Announcement No.: 2021-099 Cre8 Direct (Ningbo) Co.Ltd(300703)
Announcement on Exempting the company's actual controllers, directors, senior managers and more than 5% shareholders from voluntary locking commitments
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.
Cre8 Direct (Ningbo) Co.Ltd(300703) (hereinafter referred to as "the company" or " Cre8 Direct (Ningbo) Co.Ltd(300703) ") recently received a letter on matters related to the application for exemption from the commitment of voluntary lock-in of shares from the actual controller, chairman, more than 5% shareholders, Mr. Ren Zhaoguo, Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu, deputy general manager of the company , apply for exemption from some voluntary commitments made by Mr. Ren Zhaoguo, the actual controller, the chairman and more than 5% shareholders, Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu, the deputy general manager, when the company issued shares for the first time. During the deliberation of the proposal by the board of directors, the company's affiliated directors Mr. Ren Zhaoguo, Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu avoided voting.
1、 Contents and performance of commitments
1. The commitments and performance of Mr. Ren Zhaoguo, the actual controller, chairman and more than 5% shareholder of the company, related to share locking and reduction during the initial public offering of the company are as follows:
(1) Within 36 months from the date of the company's initial public offering of A-Shares and listing, the company shall not transfer or entrust others to manage the shares issued before the company's public offering of shares directly or indirectly held by itself, nor shall the company repurchase such shares. If the company's shares are reduced within two years after the expiration of the lock up period, the reduction price shall not be lower than the issue price (in case of ex rights and ex dividends due to the company's distribution of cash, share distribution, conversion of share capital, issuance of new shares, etc., corresponding adjustments shall be made); if the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after listing, or the closing price is lower than the issue price at the end of 6 months after listing, the lock-in period of holding its shares shall be automatically extended for 6 months. When serving as a director The shares transferred each year during the period shall not exceed 25% of the total shares of the company held by me. Do not transfer the company's shares directly or indirectly held by me within six months after resignation. (2) I will strictly abide by the commitments made on the share restriction arrangement and will not transfer shares during the restriction period. I intend to hold the issuer's shares for a long time. If I reduce my holdings of the issuer's shares within 2 years after the expiration of the lock-in period, the annual reduction amount shall not exceed 20% of the total number of shares held by me at the end of the previous year, and the reduction price shall not be lower than the issue price (in case of ex rights and ex dividends due to the issuer's distribution of cash, share distribution, conversion of share capital, issuance of new shares, etc., corresponding adjustments shall be made). In case of reduction, the issuer shall be notified before the reduction, and the issuer shall make an announcement 3 trading days in advance (except for holding less than 5% of the issuer's shares), the period of share reduction shall be within 6 months after the announcement of the reduction plan; after the expiration of the reduction period, if it plans to continue to reduce its shares, it shall perform the reduction announcement again in accordance with the above arrangements. The reduction will be carried out according to law through negotiated transfer, block trading, competitive trading or other means of Shenzhen Stock Exchange. If the reduction is not carried out To fulfill the above commitments, the proceeds from the reduction shall be delivered to the issuer as compensation for breach of commitments.
2. The commitments and performance of the company's directors, Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu, deputy general manager, related to share locking and reduction during the company's initial public offering are as follows:
Within 12 months from the date of the company's initial public offering of A-Shares and listing, the company shall not transfer or entrust others to manage the shares issued before the company's public offering of shares directly or indirectly held by itself, nor shall the company repurchase such shares; If the company's shares are reduced within two years after the expiration of the lock-in period, The reduction price shall not be lower than the issue price (in case of ex rights and ex dividends due to the company's distribution of cash, share distribution, conversion of share capital, issuance of new shares and other reasons, corresponding adjustments shall be made); if the closing price of the company's shares for 20 consecutive trading days is lower than the issue price within 6 months after listing, or the closing price at the end of 6 months after listing is lower than the issue price, the lock-in period of holding its shares shall be automatically extended for 6 months. During the term of office The annual transfer of shares between companies shall not exceed 25% of the total number of shares of the company held by them; Do not transfer the company's shares directly or indirectly held by me within six months after resignation. If the resignation is reported within 6 months from the date of listing and trading of the company's shares, the company's shares held directly or indirectly shall not be transferred within 18 months from the date of reporting resignation; If the resignation is declared between the 7th month and the 12th month from the date of listing and trading of the company's shares, the company's shares directly or indirectly held by him shall not be transferred within 12 months from the date of declaration of resignation. In case of buying and selling the company's shares, it shall not buy the company's shares within six months after the sale, and it shall not sell the company's shares within six months after the purchase.
As of the date of this announcement, the actual controller, chairman, more than 5% shareholders, Mr. Ren Zhaoguo, Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu, deputy general manager have strictly fulfilled the above commitments, and there is no violation of the above commitments.
2、 Details of the share locking commitment applied for exemption this time
(i) Content of voluntary commitment to apply for exemption
1. Mr. Ren Zhaoguo, actual controller, chairman and more than 5% shareholders of the company
The share lock-in commitment applied for exemption by Mr. Ren Zhaoguo, the actual controller, chairman and more than 5% shareholder of the company, does not include his statutory share lock-in commitment, but only the share lock-in commitment voluntarily issued. The original text is as follows: during his tenure as a director, the shares transferred each year shall not exceed 25% of the total shares of the company held by him. Do not transfer the company's shares directly or indirectly held by me within six months after resignation. If I reduce the shares of the issuer within 2 years after the expiration of the lock up period, the annual reduction shall not exceed 20% of the total shares of the issuer held by me at the end of the previous year.
This application exempts Mr. Ren Zhaoguo from the lock-in commitment to the company's shares indirectly held by him, that is, Mr. Ren Zhaoguo's voluntary lock-in commitment to Cre8 Direct (Ningbo) Co.Ltd(300703) shares indirectly held by Mr. Ren Zhaoguo through Ningbo Beilun Heli Management Consulting Co., Ltd. (hereinafter referred to as "Heli management consulting").
After Exemption, the commitment made by Mr. Ren Zhaoguo will be correspondingly changed to: during his tenure as a director, the shares transferred each year shall not exceed 25% of the total shares of the company directly held by him. Do not transfer the company shares directly held by me within six months after resignation. If I reduce the shares of the issuer within 2 years after the expiration of the lock up period, the annual reduction shall not exceed 20% of the total shares of the issuer directly held by me at the end of the previous year.
2. Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu, deputy general manager of the company
The share locking commitment applied for exemption by the directors of the company, Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu, deputy general manager, does not include their statutory share locking commitment, but only the share locking commitment voluntarily issued. The original text is as follows: during their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company held by them; Do not transfer the company's shares directly or indirectly held by me within six months after resignation.
This application exempts Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu from the lock-in commitment of the company's shares indirectly held by them, that is, the voluntary lock-in commitment of Cre8 Direct (Ningbo) Co.Ltd(300703) shares indirectly held by Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu through joint management consulting.
After the exemption, the commitments made by Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu will be correspondingly changed to: during their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company directly held by themselves; Do not transfer the company shares directly held by me within half a year after resignation.
Mr. Ren Zhaoguo, the actual controller, chairman and more than 5% shareholders of the company, Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu, the deputy general manager, have fulfilled their statutory commitments on share locking in strict accordance with the requirements of relevant laws and regulations. The share locking commitments applied for exemption are voluntary commitments made when the company issued shares for the first time. This part is not a prerequisite or necessary content for the implementation and completion of the company's initial public offering of shares.
In addition to the changes in the above commitments, other commitments made by the actual controller, chairman, more than 5% shareholders, Mr. Ren Zhaoguo, Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu, deputy general manager, in the IPO of the company remain unchanged.
The application for exemption has been deliberated and approved at the 10th meeting of the third board of directors and the 8th meeting of the third board of supervisors, but it needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation and approval. Whether the general meeting of shareholders is deliberated and approved is uncertain.
（2） Reasons and basis for applying for exemption of share lock up commitment
On December 28, 2021, Mr. Ren Zhaoguo, all shareholders of Heli management consulting, the controlling shareholder of the company, and Ningbo Cultural Tourism Investment Group Co., Ltd. (hereinafter referred to as "Ningbo cultural tourism investment") signed 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) , Mr. Ren Zhaoguo, all shareholders of Heli management consulting, and others intend to transfer their 100% equity of Heli management consulting to Ningbo cultural tourism investment. After the transaction is completed, Ningbo cultural tourism investment will indirectly hold 52793000 shares of Cre8 Direct (Ningbo) Co.Ltd(300703) shares, accounting for 28.88% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) . For details, please refer to http://www.cninfo.com.cn.cn notice on adjustment plan of internal equity transfer between controlling shareholders and persons acting in concert, proposed change of controlling shareholders' equity and change of control (Announcement No.: 2021-101)
In order to avoid violating the share locking commitment made by the above personnel due to the change of control, and the continuous performance of the above share locking commitments by the actual controller, chairman, more than 5% shareholders, Mr. Ren Zhaoguo, director Mr. Chai Xiaohai, Mr. Deng Jianjun and deputy general manager Mr. Wang Xianyu of the company will not be conducive to safeguarding the rights and interests of the listed company, therefore, the actual controller, chairman More than 5% of the shareholders are Mr. Ren Zhaoguo, director Mr. Chai Xiaohai Mr. Deng Jianjun and Mr. Wang Xianyu, deputy general manager, intend to follow the guidelines for the supervision of listed companies No. 4 - commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "guidelines for the standardized operation") ）Apply to the company for exemption from fulfilling the commitment obligation of share locking.
3、 Basis for this exemption from voluntary share locking commitment
Mr. Ren Zhaoguo, the actual controller, chairman and more than 5% shareholders of the company The exemption commitments made by directors Mr. Chai Xiaohai, Mr. Deng Jianjun and deputy general manager Mr. Wang Xianyu are voluntary commitments made during the initial public offering of shares of the company, not statutory commitments made in accordance with the mandatory provisions of relevant laws, regulations and normative documents or commitments that cannot be changed under existing rules.
In view of the background of this exemption commitment, the purpose of the company's actual controller, chairman, more than 5% shareholders, Mr. Ren Zhaoguo, Mr. Chai Xiaohai, Mr. Deng Jianjun and Mr. Wang Xianyu, deputy general manager to exempt relevant commitments is to introduce new controlling shareholders with strong industrial synergy and financial strength, which is conducive to safeguarding the rights and interests of the listed company and the long-term development of the company. Therefore, this exemption from voluntary share locking commitment meets the applicable conditions specified in the guidelines for the supervision of listed companies No. 4 - commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies.
4、 Impact of this exemption commitment on the company
This exemption commitment is conducive to the smooth progress of share transfer, the introduction of strategic investors into the company as new controlling shareholders, will not have an adverse impact on the development of the company, can provide sufficient impetus for the future development of the company, is conducive to the overall improvement of the company's sustainable operation ability, and does not damage the legitimate rights and interests of all shareholders. After the completion of the company's share transfer, the introduction of state-owned capital as the company's new controlling shareholder will strengthen the shareholder structure, strengthen the complementarity of resources between the two sides, give full play to the existing advantages of the company, and is conducive to the sustainable and stable development of the company.
5、 Opinions of independent directors
After verification, the independent directors of the company believe that the voluntary share locking commitments of the actual controllers, directors, senior managers and more than 5% of shareholders of the company are exempted in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 4 - commitments and performance of the actual controllers, shareholders, related parties, acquirers and listed companies of listed companies The voluntary share locking commitment of directors, senior managers and more than 5% of shareholders will be conducive to the long-term development of the company, and there will be no damage to the interests of the company and small and medium-sized investors. When the board of directors of the company deliberated the proposal, the related directors avoided voting, and the deliberation and decision-making procedures of the matter comply with the relevant provisions of the company law, the Listing Rules of gem shares of Shenzhen Stock Exchange and other laws and regulations. Therefore, we agree to the proposal on Exempting the company's actual controllers, directors, senior managers and more than 5% shareholders from voluntary lock-in commitment, and submit it to the company's first extraordinary general meeting in 2022 for deliberation.
6、 Opinions of the board of supervisors
After review, the board of supervisors of the company believes that the exemption of voluntary share locking commitments of actual controllers, directors, senior managers and more than 5% of shareholders of the company complies with the relevant provisions of the guidelines for the supervision of listed companies No. 4 - commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies, There is no damage to the legitimate rights and interests of the company and minority shareholders, which is conducive to the long-term development of the company. The deliberation and decision-making procedures of this matter comply with the company law, Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations and the relevant provisions of the articles of association. Therefore, we agree to exempt the company's actual controllers, directors, senior managers and more than 5% shareholders from voluntary locking commitments and submit them to the general meeting of shareholders for deliberation. 3、 Documents for future reference
1. Cre8 Direct (Ningbo) Co.Ltd(300703) resolution of the 10th meeting of the third board of directors;
2. Cre8 Direct (Ningbo) Co.Ltd(300703) independent directors' independent opinions on matters related to the 10th meeting of the third board of directors;
3. Ningbo Chuangyuan cultural development unit
