Cre8 Direct (Ningbo) Co.Ltd(300703)
Simplified equity change report
one of
Listed company: Cre8 Direct (Ningbo) Co.Ltd(300703) listing place: Shenzhen Stock Exchange Stock abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) Stock Code: 300703 information disclosure obligor 1 Name: Ren Zhaoguo domicile / mailing address: name of information disclosure obligor 2, No. 45 Lushan West Road, Beilun District, Ningbo City, Zhejiang Province (persons acting in concert): Ningbo Beilun Heli Management Consulting Co., Ltd. domicile / mailing address: No. 45, Lushan West Road, Beilun District, Ningbo City, Zhejiang Province nature of share change: the total number of shares held by persons acting in concert remains unchanged (transfer of shares agreement between persons acting in concert) signing date: 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、 Information disclosure obligors and persons acting in concert are prepared in accordance with relevant laws, regulations and normative documents, such as 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.
2、 The information disclosure obligor and its persons acting in concert have obtained necessary authorization and approval for signing this report, and their 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 and its persons acting in concert have interests.
As of the signing date of this report, except for the shareholding information disclosed in this report, the information disclosure obligor and its persons acting in concert have not increased or reduced their shares in Cre8 Direct (Ningbo) Co.Ltd(300703) by any other means.
4、 The details of this equity change are as follows:
Ningbo Beilun Heli Management Consulting Co., Ltd. (hereinafter referred to as “Heli management consulting”) holds 56449500 shares of Cre8 Direct (Ningbo) Co.Ltd(300703) shares, accounting for 30.88% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) , and is the controlling shareholder of Cre8 Direct (Ningbo) Co.Ltd(300703) ; Mr. Ren Zhaoguo holds 8100000 shares of Cre8 Direct (Ningbo) Co.Ltd(300703) , accounting for 4.43% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) Actual controller. Mr. Ren Zhaoguo and Heli management consulting are acting in concert, holding 64549500 shares in total, accounting for 35.31% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) .
(1) In 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) signed by all shareholders of Heli management consulting and Ningbo Cultural Tourism Investment Group Co., Ltd. (hereinafter referred to as “Ningbo cultural tourism investment”) With the approval of the superior competent State-owned Assets Supervision and administration authority of Ningbo culture, tourism and investment, and after the general meeting of shareholders of the company agrees to waive the voluntary locking commitment of relevant shares, Firstly, heli management consulting transfers 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. After the transfer, heli management consulting holds 52793000 shares of Chuangyuan shares (accounting for 28.88% of the total share capital of Chuangyuan shares); Mr. Ren Zhaoguo holds 11756500 shares of Cre8 Direct (Ningbo) Co.Ltd(300703) shares, accounting for Cre8 Direct (Ningbo) Co.Ltd(300703) The proportion of total share capital is 6.43%.
This change in equity is the result of Mr. Ren Zhaoguo’s joint management and consultation with the persons acting in concert on the change in their internal shareholding, and there is no change in the total number of Cre8 Direct (Ningbo) Co.Ltd(300703) shares under their joint control.
(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) 5644950030.88% 5644950031.15%
Ren Zhaoguo 81000004.43% 81000004.47%
Convening States and their concerted action
Total control of 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 Ren Zhaoguo) 5279300028.88% 5279300029.13%
Ren Zhaoguo 117565006.43% 117565006.49%
Convening States and their concerted action
Total control of 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 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; Relationship between Ren Zhaoguo and Ningbo Cultural Tourism Investment Group Co., Ltd
Equity transfer agreement with Ningbo Beilun Heli Management Consulting Co., Ltd. Cre8 Direct (Ningbo) Co.Ltd(300703)
The proposal still needs the approval of the state owned assets supervision and Administration Commission of Ningbo Municipal People’s government; Heli management consulting and Mr. Ren Zhaoguo
The equity transfer can be registered with China Securities Depository and Clearing Co., Ltd. only after the compliance confirmation of Shenzhen Stock Exchange
Shenzhen Branch of the company has gone through the transfer procedures of share agreement. At present, the relevant parties are making preparations for fulfilling the relevant approval procedures
prepare 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 and
The person acting in concert has not entrusted or authorized any other person to provide information and information not contained in this report
No explanation or explanation is made in this report.
6、 The information disclosure obligor and its persons acting in concert guarantee the authenticity, accuracy and
Integrity, undertakes that it does not have false records, misleading statements or major omissions, and undertakes individual and
Joint and several legal liability.
catalogue
Declare that 2 catalog 4 interpretation Section 1 Introduction to information disclosure obligors and persons acting in concert 6 I. Basic information of information disclosure obligor 6 II. Basic information of persons acting in concert Section 2 purpose of this equity change 8 I. purpose of this equity change 8 2. Whether the information disclosure obligor and its persons acting in concert intend to continue to increase the shares of the listed company or dispose of the shares in which they have interests in the next 12 months 9 Section 3 the way of this equity change 10 I. Basic information of this equity change 10 II. Main contents of the share subscription agreement involved in this acquisition 11 III. impact of this equity change on listed companies IV. restrictions on the rights of information disclosure obligors and persons acting in concert 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 Vi. relevant information that the information disclosure obligor is the controlling shareholder of the listed company VII. Investigation of the information disclosure obligor on the transferee’s subject qualification, credit status and transferee’s intention Section IV trading of listed shares in the first six months Section V other major matters 15. I. the transaction still needs to complete the pre items Wrong! No bookmarks defined. 2、 Subsequent matters after the completion of this transaction Wrong! No bookmarks defined. The information disclosure obligor and its persons acting in concert declare that Section VI documents for future reference 18 I. documents for future reference 18 II. Preparation location 18. Attached table of simplified equity change report nineteen
interpretation
Company, listed company, Cre8 Direct (Ningbo) Co.Ltd(300703) refers to Cre8 Direct (Ningbo) Co.Ltd(300703)
Acting in concert and Heli management consulting refer to Ningbo Beilun Heli Management Consulting Co., Ltd
Information disclosure obligors and persons acting in concert refer to Ren Zhaoguo and Ningbo Beilun Heli Management Consulting Co., Ltd
This report refers to one of the Cre8 Direct (Ningbo) Co.Ltd(300703) simplified equity change reports
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 Beilun Heli 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 and persons acting in concert
1、 Basic information of information disclosure obligor
(i) Ren Zhaoguo
1. Basic information
1. Name: Ren Zhaoguo
2. Gender: Male
3. Nationality: China
4, ID number: 3302031964********
5. Address: No. 45, Lushan West Road, Beilun District, Ningbo, Zhejiang
6. Mailing address: No. 45, Lushan West Road, Beilun District, Ningbo, Zhejiang
7. Whether to obtain overseas residency: no
8. Communication mode: 0574-86188111
2. The shares of the information discloser Ren Zhaoguo in other listed companies at home and abroad reach or exceed
5% of the issued shares of the company
As of the signing date of this report, except for the equity of Cre8 Direct (Ningbo) Co.Ltd(300703) , the information discloser Ren Zhaoguo did not hold shares with interests in other domestic and overseas listed companies that reached or exceeded 5% of the issued shares of the company. 1、 Basic information of persons acting in concert
（1） Basic information
As of the signing date of this report, the basic information of Heli management consulting is as follows:
1. Company name: Ningbo Beilun Heli Management Consulting Co., Ltd
2. Registered address: No. 45, Lushan West Road, Beilun
3. Legal representative: Ren Zhaoguo
4. Registered capital: RMB 12.8 million
5. Unified social credit Code: 913302067645050412
