Securities code: 300703 securities abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) Announcement No.: 2021-100 Cre8 Direct (Ningbo) Co.Ltd(300703)
Announcement on the progress of planning the change of control of the company and resumption of trading
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:
The trading of the company’s shares (stock abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) , stock code: 300703) will resume from the opening of the market on Thursday, December 30, 2021.
1、 Suspension
All shareholders of Ningbo Beilun Heli Management Consulting Co., Ltd. (hereinafter referred to as “Heli management consulting”), the controlling shareholder of Cre8 Direct (Ningbo) Co.Ltd(300703) (hereinafter referred to as “the company”), intend to apply to Ningbo Cultural Tourism Investment Group Co., Ltd. (hereinafter referred to as “Ningbo cultural tourism investment”) ）Transfer the equity of Heli management consulting held by him. The actual controller of Heli management consulting is changed from Mr. Ren Zhaoguo to the actual controller of Ningbo cultural tourism investment. The state owned assets supervision and Administration Commission of Ningbo Municipal People’s government, Cre8 Direct (Ningbo) Co.Ltd(300703) the actual controller is proposed to be changed.
In view of the uncertainty of this matter, in order to ensure fair information disclosure, safeguard the interests of the majority of investors and avoid abnormal fluctuation of the company’s share price, the company applies to Shenzhen Stock Exchange in accordance with the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 2 – suspension and resumption of trading business and other relevant provisions, The trading of the company’s shares (stock abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) , stock code: 300703) has been suspended since the opening of the market on Friday, December 24, 2021. It is expected that the suspension will not exceed 2 trading days. For details, see the suspension announcement on planning control change (Announcement No.: 2021-094) disclosed by the company on cninfo.com.
As the approval procedures related to the transaction were not completed within the expected time, the company applied to Shenzhen Stock Exchange, The trading of the company’s shares (stock abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) , stock code: 300703) will continue to be suspended since the opening of the market on December 28, 2021. It is expected that the extended suspension time will not exceed 3 trading days and the cumulative suspension time will not exceed 5 trading days. The company is expected to be suspended on December 31, 2021 (Friday) resume trading and disclose relevant progress. For details, see the announcement on planning the progress of the company’s change of control and continued suspension (Announcement No.: 2021-095) disclosed by the company on cninfo.com
2、 Progress of this transaction
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) .
On December 28, 2021, all shareholders of Heli management consulting 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) with effective conditions (hereinafter referred to as the “equity transfer agreement”), which agreed:
(1) After the equity transfer agreement 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 and indirectly 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) ; 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 state owned assets supervision and Administration Commission of Ningbo Municipal People’s government, the actual controller of Ningbo cultural tourism investment, will become the actual controller of Cre8 Direct (Ningbo) Co.Ltd(300703) , heli management consulting will remain the controlling shareholder of Cre8 Direct (Ningbo) Co.Ltd(300703) , and the relationship between Heli management consulting and the person acting in concert of Ren Zhaoguo will be terminated. For details, see the 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 right disclosed by the company on cninfo.com on the same day (Announcement No.: 2021-101).
3. Before and after the completion of the above transaction, the equity changes of all parties to the transaction are 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%
Joint management consulting and its consistency
Total control of 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 above difference in voting rights proportion is the total of the company’s total share capital excluding the number of non voting shares held in the repurchase account
1607800 shares.
3、 Resumption arrangement
According to the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange listed companies
The relevant provisions of the guidelines for information disclosure No. 2 – suspension and resumption of trading business have been applied to Shenzhen Stock Exchange by the company
Please note that the company’s stock (stock abbreviation: Cre8 Direct (Ningbo) Co.Ltd(300703) , stock code: 300703) is from December 30, 2021
Trading will resume from the opening of the market on Thursday.
4、 Other instructions
The company still needs to hold a general meeting of shareholders to agree to exempt the company’s actual controllers, directors, senior managers and
Voluntary share locking commitment made by more than 5% of shareholders; Share agreement signed by Ningbo cultural tourism investment and Heli management consulting
The right transfer agreement still needs to be examined and approved by the state owned assets supervision and Administration Commission of Ningbo Municipal People’s government; Heli management consulting
The equity transfer with Mr. Ren Zhaoguo can be registered in China Securities Exchange only after the compliance confirmation of Shenzhen Stock Exchange
Shenzhen Branch of securities registration and Clearing Co., Ltd. has gone through the procedures of share agreement transfer and transfer. At present, the relevant parties are
Prepare for the implementation of relevant approval procedures. Whether this transaction can be approved by relevant departments is uncertain
Certainty.
The information disclosure media designated by the company are securities daily, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN). All information of the company shall be subject to the announcement published by the above designated media.
This transaction will not adversely affect the normal production and operation of the company, and there is no damage to the interests of the company and minority shareholders. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to investment risks, make rational decisions and invest prudently.
It is hereby announced.
Cre8 Direct (Ningbo) Co.Ltd(300703) board of directors
December 29, 2021
