Securities code: 300703 securities abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) Announcement No.: 2021-102 Cre8 Direct (Ningbo) Co.Ltd(300703)
Suggestive announcement on changes in shareholders’ equity
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.
Special tips:
1. After this equity change, the control right of the company will change. The state owned assets supervision and Administration Commission of Ningbo Municipal People’s government, the actual controller of Ningbo Cultural Tourism Investment Group Co., Ltd., will become the actual controller of Cre8 Direct (Ningbo) Co.Ltd(300703) , and Ningbo Beilun Heli Management Consulting Co., Ltd. will remain the controlling shareholder of Cre8 Direct (Ningbo) Co.Ltd(300703) , The relationship between Ningbo Beilun Heli Management Consulting Co., Ltd. and Mr. Ren Zhaoguo was dissolved.
2. Cre8 Direct (Ningbo) Co.Ltd(300703) it is still necessary to hold a general meeting of shareholders to agree to exempt the voluntary share locking commitment made by the actual controller, directors, senior managers and more than 5% of the shareholders of the company; The equity transfer agreement signed by Ningbo Cultural Tourism Investment Group Co., Ltd. and Ningbo Beilun Heli Management Consulting Co., Ltd. still needs the approval of the state owned assets supervision and Administration Commission of Ningbo Municipal People’s government; The equity transfer between Ningbo Beilun Heli Management Consulting Co., Ltd. and Mr. Ren Zhaoguo can only go through the transfer procedures of share agreement in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the compliance confirmation of Shenzhen Stock Exchange. At present, the relevant parties are making preparations for fulfilling the relevant approval procedures. There is some uncertainty whether this transaction can be approved by relevant departments.
3. This equity change does not touch the tender offer.
4. The subject shares involved in the equity change do not have rights restrictions such as pledge, seizure and freezing. 1、 Basic information of this equity change
On December 28, 2021, The controlling shareholder of Cre8 Direct (Ningbo) Co.Ltd(300703) (hereinafter referred to as “the company” ” Cre8 Direct (Ningbo) Co.Ltd(300703) “) Ningbo Beilun Heli Management Consulting Co., Ltd. (hereinafter referred to as “Heli management consulting”) signed the equity transfer agreement with Mr. Ren Zhaoguo, and all its shareholders signed the equity transfer agreement with Ningbo cultural tourism Investment Group Co., Ltd. (hereinafter referred to as “Ningbo cultural tourism investment”) Ren Zhaoguo and Ningbo cultural tourism
About Ningbo Beilun Heli Management Consulting Co., Ltd. and Ningbo Chuangyuan Culture Development Co., Ltd
The equity transfer agreement of the joint stock limited company reached a package agreement on the equity transfer of Heli management consulting.
For details, please refer to the internal audit report on controlling shareholders and persons acting in concert disclosed by the company on cninfo.com on the same day
Suggestive announcement on equity transfer adjustment plan, proposed change of controlling shareholder’s equity and change of control (Announcement No.:
2021-101）。
2、 Shareholding of shareholders before and after this equity change
1. On December 28, 2021, the company received the simplified equity change issued by Heli management consulting and Mr. Ren Zhaoguo
Joint management consulting signed the equity transfer agreement with Mr. Ren Zhaoguo, who acted in concert,
Heli management consulting transferred the total Cre8 Direct (Ningbo) Co.Ltd(300703) shares to Mr. Ren Zhaoguo through agreement transfer
3656500 shares, accounting for 2.00% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) . This change in equity is linked to management consulting and
The internal shareholding of Ren Zhaoguo, the person acting in concert, has changed, and the total number of Cre8 Direct (Ningbo) Co.Ltd(300703) shares jointly held by him has not changed. Before and after this equity change, the shareholding of both parties to the transaction is as follows:
Before this transaction
Proportion of total share capital held by the transaction party to voting rights held by the transaction party (shares) number of voting rights held by the transaction party (shares)
Example
Heli management consulting
(controlled by Ren Zhaoguo) 5644950030.88% 5644950031.15%
Ren Zhaoguo 81000004.43% 81000004.47%
I. management consulting and its joint efforts
Total control to the actors: 6454950035.31% 6454950035.62%
After this transaction
The number of voting rights (shares) held by the transaction party is the proportion of the number of shares (shares) held by the transaction party to the total share capital
example
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%
Note: the difference between the above voting right ratio and the number of shares is the total share capital of the company excluding the repurchase of the company when calculating the voting right ratio
The total number of non voting shares held in the special account is 1607800.
2. On December 28, 2021, the company received the simplified equity change report from all shareholders of Heli management consulting
Report 2 and the detailed report on changes in equity of Ningbo Cultural Tourism Investment Co., Ltd. jointly manage all shares of the consulting company
East transferred its 100% equity of Heli management consulting to Ningbo cultural tourism investment, resulting in indirect investment of Ningbo cultural tourism investment
52793000 Cre8 Direct (Ningbo) Co.Ltd(300703) shares are held, accounting for 28.88% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) . Current equity
After the change, heli management consulting is the controlling shareholder of the company and the actual controller of Ningbo cultural tourism investment
The state owned assets supervision and Administration Commission of the Municipal People’s Government (hereinafter referred to as “Ningbo SASAC”) will become the chairman of the company
The relationship between the actual controller, the joint management consulting and the person acting in concert with Mr. Ren Zhaoguo was dissolved.
Before and after this equity change, the shareholding of both parties 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 repurchase of the company when calculating the voting right ratio
The total number of non voting shares held in the special account is 1607800.
3、 Impact of this equity change on the company
1. The completion of this equity change will lead to the change of the company’s control, and Heli management consulting is the company’s control
The shareholders remain unchanged, and Ningbo SASAC, the actual controller of Ningbo cultural tourism investment, will become the actual controller of the company
The relationship between the management consultant and the person acting in concert in the calling state is dissolved.
2. This transaction will not have a significant adverse impact on the normal production and operation of the company, and will not lead to the situation that the listed company is not independent of its controlling shareholders, actual controllers and other enterprises under its control in terms of business, assets, finance, personnel and institutions.
4、 Other relevant instructions
1、 This equity change does not violate the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the Listing Rules of the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020), several provisions on the reduction of shares held by shareholders and directors and supervisors of listed companies, and The detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other laws, regulations, departmental rules and normative documents, and the relevant information disclosure obligors have fulfilled the corresponding information disclosure obligations in accordance with the relevant provisions of the administrative measures for the acquisition of listed companies. 2. The relevant information disclosure obligors will perform the obligation of reporting changes in equity in accordance with 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 provisions.
3. The transferee of this equity change does not have the situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the measures for the administration of the acquisition of listed companies. As of the date of this announcement, none of the parties to this transfer has been listed as dishonest Executees and included in the list of serious dishonests in the fields of finance, customs and the management and use of financial funds. The transferee’s funds for this transfer of shares come from its own funds or self raised funds.
4. For details of this equity change, please refer to Cre8 Direct (Ningbo) Co.Ltd(300703) simplified equity change report I, Cre8 Direct (Ningbo) Co.Ltd(300703) simplified equity change report II and Cre8 Direct (Ningbo) Co.Ltd(300703) detailed equity change report disclosed by the company on cninfo.com on the same day.
5、 Relevant risk tips
1. The company still needs to hold a general meeting of shareholders to agree to exempt the voluntary share locking commitment made by the actual controller, directors, senior managers and more than 5% shareholders of the company; 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) still needs to be approved by the state owned assets supervision and Administration Commission of Ningbo Municipal People’s government; The equity transfer of Heli management consulting and Mr. Ren Zhaoguo can only go through the transfer procedures of share agreement in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the compliance confirmation of Shenzhen Stock Exchange. At present, the relevant parties are preparing to perform the relevant approval procedures. There is some uncertainty whether this transaction can be approved by relevant departments.
2. The share transfer involved in this transaction has the risk that all parties to the transaction fail to perform their obligations in accordance with the contract.
3. The board of directors of the company will continue to pay attention to the progress of the matter and fulfill the obligation of information disclosure in a timely manner, The information disclosure media designated by the company are securities daily, Shanghai Securities News and cninfo.com (www.cn. Info. Com.. CN). All information of the company shall be subject to the information disclosed in the above designated media. Please pay attention to the subsequent announcements of the company and pay attention to the investment risk.
6、 Documents for future reference
1. One of Cre8 Direct (Ningbo) Co.Ltd(300703) simplified equity change report
2. The Cre8 Direct (Ningbo) Co.Ltd(300703) simplified equity change report II
3. Detailed equity change report Cre8 Direct (Ningbo) Co.Ltd(300703)
4. Other documents required by SZSE.
It is hereby announced.
Cre8 Direct (Ningbo) Co.Ltd(300703) board of directors
