Cre8 Direct (Ningbo) Co.Ltd(300703)
Detailed equity change report
Listed company: Cre8 Direct (Ningbo) Co.Ltd(300703) stock abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) Stock Code: 300703 stock listing place: Shenzhen stock exchange information disclosure obligor: Ningbo Cultural Tourism Investment Group Co., Ltd. domicile and mailing address: room 1108, Hefeng creative Plaza and court building, No. 317, Jiangdong North Road, Yinzhou District, Ningbo, Zhejiang Province nature of equity change: change of actual controller
Date of signature: December, 2001
Statement of information disclosure obligor
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. I This report is 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 the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies And other relevant laws, regulations and normative documents. 2、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the shares in which the information disclosure obligor has an interest in Cre8 Direct (Ningbo) Co.Ltd(300703) ;
As of the signing date of this report, except for the shareholding information disclosed in this report, the information disclosure obligor has no interest in Cre8 Direct (Ningbo) Co.Ltd(300703) by any other means.
3、 This equity change is based on the information stated in this report. Except for the information disclosure obligor and the professional institution hired, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
4、 In this report, the information disclosure obligor refers to the professional reports or opinions issued by relevant professional institutions, and the relevant professional institutions have agreed to the above reference in writing.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and shall bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The disclosure obligor declares that Section 1 interpretation Section 2 Introduction to information disclosure obligors Section III purpose and decision-making procedure of this equity change Section IV equity change method Section V source of funds 42 section VI follow up plan Section 7 analysis of the impact on listed companies Section 8 major transactions with listed companies 47 section 9 trading of shares of Listed Companies in the first six months Section 10 financial information of the information disclosure obligor Section 11 other major matters Section XII documents for future reference 57 the disclosure obligor declares that 59 financial advisor statement 60. Attached table to the detailed report on changes in equity sixty-one
Section I interpretation
In this report, unless the context otherwise requires, the following abbreviations or terms have the following meanings: information disclosure obligor, culture and tourism refer to Ningbo Cultural Tourism Investment Group Co., Ltd., Ningbo culture and tourism group Tongshang group, and Ningbo Tongshang group refers to Ningbo Tongshang Group Co., Ltd
Ningbo SASAC refers to the state owned assets supervision and Administration Commission of Ningbo Municipal People’s government
Cre8 Direct (Ningbo) Co.Ltd(300703) . Listed company refers to Cre8 Direct (Ningbo) Co.Ltd(300703) , which is listed on Shenzhen Stock Exchange, stock code: 300703
Heli consulting refers to Ningbo Beilun Heli Management Consulting Co., Ltd
Financial consultant refers to Yongxing Securities Co., Ltd
This report refers to the Cre8 Direct (Ningbo) Co.Ltd(300703) detailed report on changes in equity
The information disclosure obligor acquires 100% of the equity of Ningbo Beilun Heli Management Co., Ltd. in this transaction and this equity change index Consulting Co., Ltd. through cash acquisition. At that time, cultural tourism group indirectly holds Cre8 Direct (Ningbo) Co.Ltd(300703) 28.88% of the equity through Heli dynamic consulting, and finally controls the transactions of listed companies.
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSRC refers to the China Securities Regulatory Commission
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law means the securities law of the people’s Republic of China (revised in 2019)
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies (revised in 2020)
Standard form No. 15 refers to standard form and content of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity (revised in 2020)
Standard for format No. 16 refers to standard for content and format of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies (revised in 2020)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: there may be a tail difference between the sum of individual data and the total amount of relevant data in this report, which is caused by rounding during data calculation.
Section II introduction to information disclosure obligors
1、 Information disclosure obligor (I) basic information of information disclosure obligor
As of the signing date of this report, the basic information of information disclosure obligors is as follows:
Company name: Ningbo Cultural Tourism Investment Group Co., Ltd
Legal representative: Chen Gang
Unified social credit code 913302003406303832
Registered capital: RMB 250 million
Date of establishment: April 27, 2015
Business term: April 27, 2015 to no fixed term
Controlling shareholder Ningbo Tongshang Group Co., Ltd
Registered address: room 1108, heting building, Hefeng creative Plaza, building 008, No. 317, Jiangdong North Road, Yinzhou District, Ningbo City, Zhejiang Province
Company nature: limited liability company (state-owned holding)
Development, investment and management of cultural and tourism projects; Asset management; House leasing; Car and ship leasing services; hotel management; Catering management; Conference services; Parking service; Business scope: tourism information consultation; Real estate development and property services; Service and management of scenic spots; Outbound tourism business, inbound tourism business and domestic tourism; Tourism project design and consultation; Theatrical performances; Business information consultation; Operation of stadiums and gymnasiums; Elderly care services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Equity and control relationship of information disclosure obligor (I) equity control structure of information disclosure obligor
As of the signing date of this report, the equity structure of Ningbo Cultural Tourism Investment Group Co., Ltd. is shown in the figure below: (II) the controlling shareholder and actual controller of the information disclosure obligor
1. Controlling shareholder
As of the signing date of this report, Ningbo Tongshang group holds 100% equity of cultural tourism group, which is Ningbo cultural tourism group
The controlling shareholder of the tourism group. The basic information is as follows:
Company name: Ningbo Tongshang Group Co., Ltd
Company type: limited liability company (solely state-owned)
Unified social credit code 913302007900686311
The registered capital is 20 million yuan
Legal representative: Zhang Dan
Date of establishment: July 7, 2006
Business term: July 7, 2006 to long term
Controlling shareholder state owned assets supervision and Administration Commission of Ningbo Municipal People’s Government
Registered address: 9 / F, No. 12, Guoyi street, Haishu District, Ningbo City, Zhejiang Province
Responsible for state-owned capital investment, operation and related business according to authorization; Major economic construction
Project investment and financing; State owned equity holding, investment and operation; Asset and equity management and division
Set; Corporate restructuring and industrial M & a portfolio; Equity investment fund management; Investment and investment
Business scope management consulting services; Consultant and agent for enterprise reorganization and merger; Financial information services (without approval)
With the approval of the financial and other regulatory authorities, they shall not engage in financing deposits, financing guarantees and agency from the public
Customer finance and other financial services). (projects subject to approval according to law shall be approved by relevant departments
Before business activities can be carried out)
2. Actual controller
Ningbo SASAC holds 100% equity of Ningbo Tongshang group and is the controlling shareholder of Ningbo Tongshang group.
Ningbo SASAC is an ad hoc body directly under Ningbo Municipal People’s government, which performs state-owned duties on behalf of Ningbo Municipal People’s government
Responsibilities of asset contributor.
To sum up, Ningbo SASAC is the actual controller of Ningbo culture and tourism group, and its basic information is as follows:
Name: state owned assets supervision and Administration Commission of Ningbo Municipal People’s Government
Type organ legal person
Unified social credit code 1133020377561389xc
Person in charge: Xu Hong
Address: No. 12, Guoyi street, Haishu District, Ningbo City, Zhejiang Province
（3） Core enterprises and core businesses of the information disclosure obligor and its controlling shareholders
As of the signing date of this report, the basic information of core enterprises and core businesses controlled by Ningbo Cultural Tourism Group
The situation is as follows:
Enterprise name registered capital holding (controlling main business)
No. (10000 yuan system) proportion
1 Ningbo cultural and Financial Service Center Co., Ltd. 28000.00100% free capital investment activities, enterprise credit investigation department services, information consulting services.
Enterprise name registered capital holding (controlling main business)
No. (10000 yuan system) proportion
2. Ningbo Ping An Hotel Co., Ltd. 1956.92 100% accommodation and catering services.
3. 150.00100% foreign affairs support services and auxiliary work of Ningbo International Exchange Service Center Co., Ltd.
department
4. 4500.00100% real estate of Ningbo Urban Tourism Development Co., Ltd; Leasing industry; Business services; Culture and art industry.
5 Ningbo Lianyi Hotel Co., Ltd. 8914.98100% conference service and self owned house rental.
6 development, investment and management of 7500.00100% tourism projects of Zhejiang ninglv Industry Investment Development Co., Ltd.
7 Ningbo Zhongshan Hotel Co., Ltd. 1594.00100% accommodation, food business and catering services.
8 Ningbo Oude International Business Consulting Service Co., Ltd. 1000.00100% conference and exhibition services, social and economic consulting services and information consulting services.
9 Ningbo Kelly Hotel Co., Ltd. 17743.35100% accommodation and catering services.
