Securities code: Guochuang Software Co.Ltd(300520) securities abbreviation: Guochuang Software Co.Ltd(300520) Announcement No.: 202216 Guochuang Software Co.Ltd(300520)
Suggestive announcement on shareholders' dissolution of the relationship of concerted action and changes in equity
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:
1. This equity change is due to the change of the company's share capital, the repurchase and cancellation of performance commitment compensation shares and the termination of the relationship of concerted action, and does not touch the tender offer.
2. This equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
Guochuang Software Co.Ltd(300520) (hereinafter referred to as "the company") recently received the notice on terminating the relationship of concerted action issued by the company's shareholder Mr. Sun Lu and Hefei guibo equity investment partnership (limited partnership) (hereinafter referred to as "guibo investment"), and sun Lu no longer served as the general partner and executive partner of guibo investment, If it no longer belongs to the various situations identified in the measures for the administration of the acquisition of listed companies for the relationship of persons acting in concert, the relationship between sun Lu and guibo investment will be automatically terminated. At the same time, the company received the short form equity change report submitted by sun Lu and guibo investment, as follows:
1、 Dissolution of concerted action relationship
1. Description of the relationship of concerted action
In 2018, the company purchased 100% equity of Guochuang Software Co.Ltd(300520) Xinneng Technology Co., Ltd. (hereinafter referred to as "guochuangneng") jointly held by the counterparty by issuing shares to sun Lu, guibo investment and other counterparties. Sun Lu and guibo investment obtained the shares of the company through the above transaction. Sun Lu is the general partner and executive partner of guibo investment. According to the administrative measures for the acquisition of listed companies, sun Lu and guibo investment form a concerted action relationship.
2. Description of the dissolution of the relationship of concerted action
With the unanimous consent of all partners of guibo investment, the general partner and executive partner of guibo investment were changed from sun Lu to Liu Hongzhen, head of national innovation energy operation center. The industrial and commercial change registration procedures for the above changes have been completed on March 14, 2022. The relationship between sun Lu and guibo investment no longer belongs to various situations identified in the measures for the administration of the acquisition of listed companies for the relationship of persons acting in concert, and their relationship of acting in concert will be automatically terminated. 2、 Basic information of this equity change
1. Before this equity change, that is, the disclosure date of the previous equity change report, sun Lu and guibo investment, who acted in concert at that time, held a total of 26295569 shares of the company, with a shareholding ratio of 10.99%. For details, please refer to the company's website (www.cn. Info. Com. CN.) on September 7, 2018 Relevant announcements disclosed on.
2. From the disclosure date of the previous equity change report to the signing date of this equity change report, the changes in the investment interests of sun Lu and guibo are as follows:
In December 2019, the company completed the non-public offering of shares by raising matching funds, and the total share capital of the company increased from 239233684 shares to 250384762 shares. The number of shares held by sun Lu and guibo investment, who acted in concert at that time, remained unchanged, and the shareholding ratio was passively diluted to 10.50%.
In May 2020, the company completed the repurchase and cancellation of performance compensation shares of performance commitment parties such as sun Lu and guibo investment, and the total share capital of the company was reduced from 250384762 shares to 249515065 shares. The total shares held by sun Lu and guibo investment, who acted in concert at that time, were reduced to 25639122 shares, with a shareholding ratio of 10.28%.
In May 2021, the company completed the repurchase and cancellation of performance compensation shares of performance commitment parties such as sun Lu and guibo investment. The total share capital of the company was reduced from 249515065 shares to 243885860 shares. The total shares held by sun Lu and guibo investment, who acted in concert at that time, were reduced to 21390201 shares, with a shareholding ratio of 8.77%.
On March 14, 2022, sun Lu and guibo investment dissolved the relationship of concerted action, and the shares of the company held by sun Lu and guibo investment are no longer calculated together. Sun Lu directly holds 16414901 shares of the company, with a shareholding ratio of 6.73%; Guibo investment holds 4970800 shares of the company, with a shareholding ratio of 2.04%.
3. Shareholding before and after this equity change
Before and after this equity change
The nature of shareholders' shares accounts for the total shares at that time, the proportion of the total name shares (shares) at present, the proportion of shares (shares) and the proportion of share capital (%) (%)
Total shares held: 201848618.44164149016.73
Sun Lu, including: shares with unlimited sales conditions 0.0041048501.68
Shares with limited sales conditions 201848618.44123145515.05
Total shares held: 61107082.5549708002.04 guibo, including: shares with unlimited sales conditions 0.0049708002.04 investment
Shares with limited sales conditions 61107082.55 0.00
Total 2629556910.99——
3、 Other matters
1. This equity change complies with the provisions of the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM and other relevant laws, regulations, rules and business rules.
2. For details of this equity change, please refer to the company's website (www.cn. Info. Com. CN.) The Guochuang Software Co.Ltd(300520) simplified equity change report disclosed on the.
3. The implementation of this equity change will not lead to the change of the company's control and will not have an impact on the company's governance structure and sustainable operation.
4、 Documents for future reference
1. Notification letter on lifting the relationship of concerted action issued by sun Lu and guibo investment;
2. Guochuang Software Co.Ltd(300520) simplified equity change report signed by sun Lu and guibo investment.
It is hereby announced.
Guochuang Software Co.Ltd(300520) board of directors March 15, 2022
