Securities code: 300703 securities abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) Announcement No.: 2021-101 Cre8 Direct (Ningbo) Co.Ltd(300703)
Suggestive announcement on the internal equity transfer adjustment plan between the controlling shareholder and the person acting in concert, the proposed change of the controlling shareholder’s equity and the change of control
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. 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 between Ningbo Cultural Tourism Investment Group Co., Ltd. and Ningbo Beilun Heli Management Consulting Co., Ltd. still needs to be approved by 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.
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. If this transaction is finally implemented, 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.
4. This transaction will not adversely affect the normal operation of the company and will not damage the interests of the company and minority shareholders. For the follow-up matters involved in this transaction, the company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to the investment risk.
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 (hereinafter referred to as “equity transfer agreement a”) with Mr. Ren Zhaoguo, and all its shareholders and Ningbo Cultural Tourism Investment Group Co., Ltd. (hereinafter referred to as “the company”) “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) (hereinafter referred to as “equity transfer agreement B”), and reached a package agreement on the equity transfer of Heli management consulting:
Heli management consulting holds 56449500 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 Cre8 Direct (Ningbo) Co.Ltd(300703) shares, accounting for 4.43% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) , and is the actual controller of Cre8 Direct (Ningbo) Co.Ltd(300703) . Heli management consulting and Mr. Ren Zhaoguo 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) After the equity transfer agreement B is approved by the superior competent State-owned Assets Supervision and administration authority of Ningbo Cultural Tourism Investment Group Co., Ltd. and the general meeting of shareholders of the company agrees to waive the voluntary locking commitment of relevant shares, heli management consulting first transfers 3656500 shares of Cre8 Direct (Ningbo) Co.Ltd(300703) shares (accounting for Cre8 Direct (Ningbo) Co.Ltd(300703) to Mr. Ren Zhaoguo through agreement transfer The proportion of total share capital is 2.00%), after the transfer, heli management consulting holds 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) );
(2) After the completion of the above transaction, all shareholders of Heli management consulting will transfer 100% of the equity of Heli management consulting held by them to Ningbo culture and tourism investment.
The above two transaction steps are bound. After the transaction is completed, 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) , and Heli management consulting will remain the controlling shareholder of Cre8 Direct (Ningbo) Co.Ltd(300703) . The relevant matters are hereby announced as follows:
1、 Main contents of equity transfer agreement a
(i) Basic information of both parties to this transaction
Party A (transferor): Ningbo Beilun Heli Management Consulting Co., Ltd
Party B (transferee): Ren Zhaoguo
Signed on: December 28, 2021
（2） Main terms of equity transfer agreement a
Whereas Party A is a shareholder of Cre8 Direct (Ningbo) Co.Ltd(300703) (hereinafter referred to as the “listed company”) and holds 30.88% of the total share capital of the company (corresponding to 56449500 shares); Party B and other existing shareholders of Heli management consulting intend to take 100% of the equity of Heli management consulting held by them and 28.88% of the total share capital of the listed company indirectly held through Heli management consulting (corresponding to 52793000 shares) transferred to Ningbo Cultural Tourism Investment Group Co., Ltd. (hereinafter referred to as the “proposed transaction”).
Through consultation between Party A and Party B, Party B intends to transfer 2% (corresponding to 3656500 shares) of the total share capital of the company held by Party A. in order to clarify the rights and responsibilities of Party A and Party B, the following agreement is signed for mutual compliance.
Article 1 subject matter of transfer
The subject matter of transfer referred to in this agreement is 2% of the total share capital of the company held by Party A (corresponding to 3656500 shares, hereinafter referred to as “subject equity”).
Article 2 transfer of rights and obligations
After the equity transfer is completed, the rights and obligations corresponding to the transferred subject equity (including undistributed profits over the years) shall be enjoyed or borne by Party B.
Article 3 transfer price
The transfer price of the underlying equity is 47863585 yuan (the closing price on the trading day before the signing date of the agreement is 13.09 yuan / share).
Article 4 transfer method and payment arrangement
The subject equity is transferred by agreement, and 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) shall be completed within 20 working days after the effective conditions are met.
The equity transfer payment shall be paid by Party B to Party A in a lump sum within five days from the effective date of this agreement.
Article 5 commitment
Party A promises that all the subject equity held by it is legally owned by Party A, and Party A has full and effective disposal right, without pledge, mortgage or other rights restrictions, and is free from recourse by any third party. Otherwise, Party A shall bear all economic and legal liabilities arising therefrom.
（3） 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
56,449,50030.88%56,449,50031.15%
(ren Zhaoguo controlled shares)
Ren Zhaoguo 81000004.43% 81000004.47%
I. management consulting and its joint efforts
64,549,50035.31%64,549,50035.62%
Total control to actors
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
52,793,00028.88%52,793,00029.13%
(ren Zhaoguo controlled shares)
Ren Zhaoguo 117565006.43% 117565006.49%
I. management consulting and its joint efforts
64,549,50035.31%64,549,50035.62%
Total control to actors
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 by each household is 1607800.
2、 Main contents of equity transfer agreement B
(i) Basic information of both parties to this transaction
Transferor:
1. Ren Zhaoguo (hereinafter referred to as “Transferor 1”)
2. Jiang Mingzhong (hereinafter referred to as “Transferor 2”)
3. Chai Xiaohai (hereinafter referred to as “Transferor 3”)
4. Wang GuiQiang (hereinafter referred to as “Transferor 4”)
5. Chen Jia (hereinafter referred to as “Transferor 5”)
6. Deng Jianjun (hereinafter referred to as “Transferor 6”)
7. Zhang Yafei (hereinafter referred to as “Transferor 7”)
8. Luo Guangtao (hereinafter referred to as “Transferor 8”)
9. Huang Wei (hereinafter referred to as “Transferor 9”)
10. Yan Huafen (hereinafter referred to as “Transferor 10”)
11. Nongmin (hereinafter referred to as “Transferor 11”)
12. Wang Xianyu (hereinafter referred to as “Transferor 12”)
13. Wu Shuming (hereinafter referred to as “Transferor 13”)
14. Yu Tianhong (hereinafter referred to as “Transferor 14”)
Transferee:
Ningbo Cultural Tourism Investment Group Co., Ltd
Signed on: December 28, 2021
（2） Main terms of equity transfer agreement B
1. Transaction content
1. As of the date of signing this agreement, Ningbo Beilun Heli Management Consulting Co., Ltd. (hereinafter referred to as “Ningbo Heli”) is a limited liability company held by 14 natural person shareholders. The company now holds 30.88% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) (corresponding to 56449500 shares).
2. After signing this agreement, transferor 1 will transfer 2% (corresponding to 3656500 shares) of the Cre8 Direct (Ningbo) Co.Ltd(300703) total share capital held by Ningbo Beilun Heli Management Consulting Co., Ltd.
3. The transferor is the shareholder of Ningbo Beilun Heli Management Consulting Co., Ltd. and holds 100% equity of Ningbo Beilun Heli Management Consulting Co., Ltd. (corresponding to the paid in registered capital of RMB 12.8 million).
4. The transferee is a limited liability company established and existing under the laws of China.
5. The transferor intends to transfer its 100% equity of Ningbo Beilun Heli Management Consulting Co., Ltd. to the transferee according to the conditions agreed in this agreement, and the transferee intends to transfer such equity according to the conditions agreed in this agreement. 6. After the completion of this transaction, the transferee will hold 100% equity of Ningbo Beilun Heli Management Consulting Co., Ltd. and indirectly hold 28.88% of the total share capital of Cre8 Direct (Ningbo) Co.Ltd(300703) through Ningbo Beilun Heli Management Consulting Co., Ltd. (corresponding to 52793000 shares).
Article 2 equity transfer
2.1 the transferor intends to transfer all the equity of Ningbo Heli held by it to the transferee. The transfer proportion and consideration are shown in the table below. Each transferor respectively waives the preemptive right to purchase the equity transferred by other transferors:
The proportion of registered capital transferred by the transferor and the transferee includes tax on equity transfer
Amount (yuan) (%) (yuan)
Ren Zhaoguo 705729855.14445844802
Jiang Mingzhong Ningbo culture and tourism collection 148756811.6293977108
Chai Xiaohai regiment 10378388.116555415
Wang GuiQiang 7783786.0849174030
Transferred by transferor transferee
