Securities code: Montnets Cloud Technology Group Co.Ltd(002123) securities abbreviation: Montnets Cloud Technology Group Co.Ltd(002123) Announcement No.: 2022012 Montnets Cloud Technology Group Co.Ltd(002123)
On the increase of concerted action by the actual controller
And the suggestive announcement of the internal share transfer plan between persons acting in concert
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.
Important content tips:
The plan belongs to the change of the actual controller and the members acting in concert of the company. The total shareholding proportion and quantity have not changed, and it does not involve the reduction of shares to the market.
1、 Plan overview
Montnets Cloud Technology Group Co.Ltd(002123) (hereinafter referred to as ” Montnets Cloud Technology Group Co.Ltd(002123) ” or “the company”) recently received a notification letter from Mr. Yu Wensheng, the actual controller of the company, stating that it plans to increase the number of persons acting in concert and transfer part of its shares among the persons acting in concert, as follows:
In order to improve asset operation efficiency and optimize asset allocation, Mr. Yu Wensheng plans to transfer no more than 16.04 million shares of the listed company and no more than 2% of the total share capital of the listed company to Tuopai Dinghui No. 3 private securities investment fund and Tuopai Dinghui No. 4 private securities investment fund through block trading. Meanwhile, Mr. Yu Wensheng has signed the agreement on concerted action (hereinafter referred to as the “agreement”) with Tuopai Dinghui No. 3 private securities investment fund and Tuopai Dinghui No. 4 private securities investment fund to establish a relationship of concerted action. The agreement shall come into force from the date of signing by both parties and shall be valid for 3 years; The agreement can be terminated or extended in advance by consensus of both parties. Before the implementation of the plan, Mr. Yu Wensheng held 165257375 shares of the company, accounting for 20.60% of the total share capital of the company; After the implementation of the plan, the total number and proportion of shares held by the above persons acting in concert will remain unchanged and will not involve the reduction of shares to the market.
2、 Main contents of the plan
1. Nature of shares: non tradable shares
2. Transfer method: block transaction
3. Transfer price: determined according to the market price at the time of transfer
4. Reasons for transfer: improve asset operation efficiency and optimize asset allocation
5. Proposed transfer period: within 6 months from the date of disclosure of the plan (except for the period during which reduction is prohibited according to the relevant provisions of the CSRC and Shenzhen Stock Exchange).
6. Proportion and quantity to be transferred: not more than 16.04 million shares and not more than 2% of the total share capital of the listed company. If there are share changes during the implementation of the plan, such as share distribution, conversion of capital reserve into share capital, the number of shares to be transferred will be adjusted accordingly.
7. Transferee of shares: Tuopai Dinghui No. 3 private securities investment fund and Tuopai Dinghui No. 4 private securities investment fund
3、 Main contents of the agreement on concerted action
Based on the above plan, Mr. Yu Wensheng signed a concerted action agreement with Tuopai Dinghui No. 3 private securities investment fund and Tuopai Dinghui No. 4 private securities investment fund. The main contents are as follows:
(I) principle of concerted action
1. Tuopai Dinghui No. 3 private securities investment fund and Tuopai Dinghui No. 4 private securities investment fund are the persons acting in concert with Mr. Yu Wensheng, and agree to act in concert with Mr. Yu Wensheng on the proposal and relevant decision-making mechanism of the general meeting of shareholders of the listed company.
2. With regard to the proposal of the general meeting of shareholders of listed companies, except for the avoidance of related party transactions, the opinions of Mr. Yu Wensheng shall be the unanimous opinion of Tuopai Dinghui No. 3 private securities investment fund and Tuopai Dinghui No. 4 private securities investment fund.
(II) specific agreement on concerted action
1. Within the term agreed in this agreement, if Tuopai Dinghui No. 3 private securities investment fund and Tuopai Dinghui No. 4 private securities investment fund exercise their shareholders’ rights to the listed company, including but not limited to the convening right, proposal right and voting right of the general meeting of shareholders, Mr. Yu Wensheng’s opinion shall be taken as the final opinion, And waives the right to make a statement inconsistent with Mr. Yu Wensheng’s intention.
2. If either party is unable to attend the shareholders’ meeting, it shall entrust the other party to attend the meeting and exercise its voting rights; If both parties are unable to attend the shareholders’ meeting, they shall jointly entrust the party designated by Mr. Yu Wensheng to attend the meeting and exercise their voting rights.
3. The merger of shares held by both parties and other persons acting in concert (if any) of Mr. Yu Wensheng shall be subject to the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other relevant laws, regulations and regulatory rules.
4. As of the signing date of the agreement, Tuopai Dinghui No. 3 private securities investment fund and Tuopai Dinghui No. 4 private securities investment fund did not directly or indirectly hold the shares of the listed company; During the period of concerted action by both parties, Tuopai Dinghui No. 3 private securities investment fund, Tuopai Dinghui No. 4 private securities investment fund and Mr. Yu Wensheng merged and complied with the provisions of relevant laws, regulations and regulatory rules applicable to the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange.
(III) commitments and guarantees of persons acting in concert
1. Without the written consent of Mr. Yu Wensheng, Tuopai Dinghui No. 3 private securities investment fund and Tuopai Dinghui No. 4 private securities investment fund shall not sign agreements with third parties that are the same, similar and contradictory to this agreement, and shall not seek the control of the listed company or become a shareholder holding more than 5% of the shares of the listed company in any way.
2. Unless otherwise provided by laws, regulations and regulatory rules and agreed by the other party in writing, neither party shall unilaterally terminate or revoke the relationship of concerted action agreed under this agreement.
3. The change of the shareholding ratio of both parties and other persons acting in concert (if any) of Mr. Yu Wensheng to the listed company shall not affect the arrangement of the relationship between both parties acting in concert under this agreement.
(IV) effectiveness of the agreement and others
1. This Agreement shall come into force from the date of signing by both parties and shall be valid for 3 years; This agreement can be terminated or extended in advance by consensus of both parties.
2. Any matters not covered herein shall be settled by both parties through negotiation, and a supplementary agreement shall be signed on the basis of consensus. The supplementary agreement has the same legal effect as this agreement.
4、 Impact of the agreement on the company
1. Before the signing of the agreement, Mr. Yu Wensheng held 165257375 shares of the company, accounting for 20.60% of the total share capital of the company; After the implementation of the plan, the total number and proportion of shares held by the above persons acting in concert will remain unchanged and will not involve the reduction of shares to the market.
This share change is an internal transfer between persons acting in concert and does not involve the reduction of shares to the market. The plan does not violate the provisions of laws, regulations, departmental rules and normative documents such as the securities law, the measures for the administration of the acquisition of listed companies, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies.
2. The signing of the agreement will not have a significant impact on the company’s daily business activities.
3. This plan is a change in the members or composition of the actual controller and persons acting in concert of the company, and its total shareholding ratio and quantity have not changed. It does not involve the reduction of holdings to the market and will not lead to the change of the controlling shareholder and actual controller of the company.
4. The company will continue to pay attention to the implementation progress of the plan, urge relevant information disclosure obligors to comply with the provisions of relevant laws and regulations, departmental rules and normative documents, and timely perform the obligation of information disclosure. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Montnets Cloud Technology Group Co.Ltd(002123)
Board of directors
March 12, 2022
