Stock Code: Shenzhen Prolto Supply Chain Management Co.Ltd(002769) stock abbreviation: Shenzhen Prolto Supply Chain Management Co.Ltd(002769) Announcement No.: 2022001 Shenzhen Prolto Supply Chain Management Co.Ltd(002769)
Suggestive announcement on expiration and termination of voting power entrustment of major shareholders and change of actual controller of the company
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.
1、 Basic information of this change of actual controller
1. On November 19, 2018, Mr. Chen Shuzhi, the largest shareholder of the company, signed the voting right entrustment agreement with Guangzhou financial holding lvjin Investment Co., Ltd. (hereinafter referred to as "lvjin investment"), and Mr. Chen Shuzhi entrusted all the voting rights corresponding to all 71559567 shares of the company (accounting for 19.18% of the total shares of the company) held by him to lvjin investment, The voting right entrustment will officially take effect on March 12, 2019.
2. According to the provisions on the entrustment period in the voting right entrustment agreement, the agreed voting right entrustment period is 36 months from the date when the transfer registration of all the subject shares agreed in the share transfer agreement is completed and the obligation to pay the second phase of transfer price agreed in the share transfer agreement is fulfilled. If lvjin investment fails to increase its holdings in an effective way and become the largest shareholder of the listed company within 36 months, the term of the voting right entrustment agreement will expire. Since lvjin investment did not increase its shareholding in an effective way and became the largest shareholder of the listed company within 36 months of the voting right entrustment period, the above voting right entrustment between Mr. Chen Shuzhi and lvjin investment will expire on March 11, 2022 and the voting right entrustment relationship will be terminated.
3. After the cancellation of the voting entrustment, the voting shares of the company that can be actually controlled by lvjin investment are 39810538 shares (accounting for 10.66% of the total shares of the company), and the voting shares of the company that can be actually controlled by Mr. Chen Shuzhi are 64149567 shares (accounting for 17.18% of the total shares of the company). Lvjin investment is no longer the controlling shareholder of the company, Guangzhou Municipal People's government is no longer the actual controller of the company. As the founder, original actual controller and the largest shareholder of the company, Mr. Chen Shuzhi can influence the election of more than half of the members of the board of directors of the company, and the voting rights of the shares of the listed company that he can actually control are enough to have a significant impact on the resolutions of the general meeting of shareholders of the company. The controlling shareholder and actual controller of the company are changed to Mr. Chen Shuzhi.
4. Before and after the change of control, the proportion of shares held by Mr. Chen Shuzhi and lvjin investment in listed companies and voting rights in listed companies is as follows:
Before this change of control
Name of shareholder
The number of direct shares and the number of indirect shares in the total share capital of the company have voting rights
Volume (share) volume (share) proportion (%) (share) proportion (%)
Chen Shuzhi 641495670 17.18 0
Green gold investment 200669311974360710.6610396010527.85
After this change of control
Name of shareholder number of direct shareholding number of indirect shareholding number of voting rights in the total share capital of the company proportion of voting rights (shares) (shares) (proportion of shares (%)
Chen Shuzhi 641495670 17.186414956717.18
Green gold investment 200669311974360710.663981053810.66
2、 Other relevant instructions
1. Mr. Chen Shuzhi and lvjin investment will, based on the principle of friendly negotiation and on the premise of ensuring the interests of all shareholders of the company, determine relevant follow-up matters such as the re-election of the board of directors and the board of supervisors of the company, so as to complete the smooth transition of control as soon as possible.
2. Mr. Chen Shuzhi and lvjin investment will issue detailed equity change report and short equity change report respectively on the expiration and termination of this voting right entrustment. Please refer to the majority of investors.
3. The change of actual controller has no impact on corporate governance and business activities. At present, the company's operation is stable and there is no significant change in its daily operation.
It is hereby announced.
Shenzhen Prolto Supply Chain Management Co.Ltd(002769) board of directors March 11, 2022
