Securities abbreviation: Zjbc Information Technology Co.Ltd(000889) securities code: Zjbc Information Technology Co.Ltd(000889) Announcement No.: 202223
Zjbc Information Technology Co.Ltd(000889)
Suggestive announcement on changes in the interests of controlling shareholders and persons acting in concert
The company’s controlling shareholder Xiaochang yingxigu Investment Center (limited partnership) and its concerted actors Shanghai Fengyou Investment Management Center (general partnership) and Beijing Bosheng advantage technology development Co., Ltd. guarantee that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Special tips:
1. This equity change belongs to passive dilution of private placement and reduction of shareholders’ holdings, 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.
Zjbc Information Technology Co.Ltd(000889) (hereinafter referred to as “the company” or “the company”) disclosed the pre disclosure announcement on the reduction of shares held by persons acting in concert of controlling shareholders (Announcement No.: 202216) in China Securities Journal, securities times, securities daily and cninfo.com on February 25, 2022. Shanghai Fengyou Investment Management Center (general partnership) (hereinafter referred to as “Shanghai Fengyou”), acting in concert with Xiaochang yingxigu Investment Center (limited partnership) (hereinafter referred to as “yingxigu”), the controlling shareholder of the company, plans to reduce the total shares of the company by centralized bidding within 6 months after 15 trading days from the date of announcement of the reduction plan (accounting for 0.26% of the total share capital of the company).
On March 23, 2022, the company received the short form equity change report jointly issued by Shanghai Fengyou and its concerted actors yingxigu and Beijing Bosheng advantage technology development Co., Ltd. (hereinafter referred to as “Bosheng advantage”), and now announced the relevant information as follows:
1、 Basic information of this equity change
1. Changes in equity caused by major asset restructuring and private placement in 2018
With the approval of the reply on approving Maoye communication network Co., Ltd. to issue shares to Liu Yingkui to purchase assets (zjxk [2018] No. 1257) issued by China Securities Regulatory Commission, the company purchased Liu Yingkui and Jiayu Chunhua venture capital partnership (limited partnership) in Ningbo Free Trade Zone by means of non-public offering of shares and payment of cash Jiahui Qiushi venture capital partnership (limited partnership) in Ningbo Free Trade Zone holds 100% equity of Jiahua information in total. The number of shares added this time is 47275097. After the additional issuance, the total share capital of the company increased from 621826786 shares to 669101883 shares. After this change, the total number of shares held by yingxigu, Shanghai Fengyou and Bosheng advantages is still 176305222 shares, the shareholding ratio is diluted by 2%, and the total shareholding ratio after dilution is 26.35%.
2. Changes in equity caused by the reduction of Shanghai Fengyou Holdings
Based on the demand of replenishing working capital, Shanghai Fengyou reduced its holdings of 24692000 non tradable shares through bulk and centralized bidding from December 6, 2019 to May 15, 2020. After this reduction, Shanghai Fengyou held 1753783 shares of the company, with the shareholding ratio reduced from 3.95% to 0.26%. The total number of shares held by yingxigu, Shanghai Fengyou and Bosheng advantage was 151613222, Accounting for 22.66% of the total share capital of the company.
3. Changes in equity caused by equity distribution in 2019
On July 10, 2020, the company’s 2019 equity distribution plan was implemented (i.e. taking the 667973083 shares of the company’s total share capital as of December 31, 2019 after deducting 1128800 shares repurchased as the base, and converting the capital reserve into 4 shares for every 10 shares to all shareholders). The total share capital of the company increased from 669101883 shares to 936291116 shares. The total number of shares held by yingxigu, Shanghai Fengyou and Bosheng advantages increased from 151613222 shares to 212258511 shares, with a shareholding ratio of 22.67%.
4. Changes in equity caused by the reduction of Shanghai Fengyou
On March 22, 2022, based on the demand of replenishing working capital, Shanghai Fengyou reduced its holdings of 2085000 tradable shares through centralized bidding. After this reduction, Shanghai Fengyou held 370296 shares of the company, with the shareholding ratio reduced from 0.26% to 0.04%. Yingxigu, Shanghai Fengyou and Bosheng advantages held 210173511 shares, accounting for 22.45% of the total share capital of the company.
To sum up, from the disclosure date of the previous detailed equity change report to the signing date of this short equity change report, the shareholding ratio of yingxigu, Shanghai Fengyou and Bosheng advantages decreased to 22.45%. 2、 Shareholding before and after this equity change
Shares held before this equity change and shares held after this equity change
Name of shareholders and nature of shares
Proportion of shares (shares) in total share capital proportion of shares (shares) in total share capital
Yingxi Valley 14836084423.86% 20770518222.18%
Shanghai Fengyou 264457834.25% 3702960.04%
Bosheng advantage 14985950.24% 20980330.22%
Total shares held 17630522228.35% 21017351122.45%
Including: shares with unlimited sales conditions 17630522228.35% 21017351122.45%
Shares with limited sales conditions 0
Note: if there is any difference in the mantissa between the sum of partial total and each detailed number, it is caused by rounding.
The shares involved in this equity change are RMB ordinary shares.
3、 Implementation of relevant commitments
Yingxigu, Shanghai Fengyou and Bosheng advantage made a commitment during the company’s major asset restructuring in 2014: “the lock-in period of the company’s non-public offering shares subscribed through participating in this transaction is 36 months from the date of listing of the subscribed shares, and after the lock-in period expires, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange”. Since the restricted shares were listed on the Shenzhen Stock Exchange on December 19, 2014, yingxigu, Shanghai Fengyou and Bosheng advantages have not been transferred within 36 months from December 18, 2017, and the above commitments have been strictly observed. Consistent with its previously disclosed intentions and commitments.
4、 Other relevant instructions
1. This equity change does not violate the provisions of the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations, rules and business rules.
2. 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, equity structure and sustainable operation.
3. As of the date of this announcement, the share reduction plan of Shanghai Fengyou has not been implemented, and there is no violation of relevant commitments in this share reduction. The company will continue to pay attention to the follow-up implementation of the share reduction plan and fulfill the obligation of information disclosure in a timely manner in accordance with the provisions of laws and regulations. Please invest rationally and pay attention to investment risks.
4. For details of the above equity changes, please refer to the short form equity change report published on cninfo.com on the same day.
5、 Documents for future reference
The simplified equity change report issued by yingxigu and Shanghai Fengyou and Bosheng advantages.
It is hereby announced.
Zjbc Information Technology Co.Ltd(000889) board of directors March 24, 2022
