Securities code: Goldcard Smart Group Co.Ltd(300349) securities abbreviation: Goldcard Smart Group Co.Ltd(300349) Announcement No.: 2022018 Goldcard Smart Group Co.Ltd(300349)
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 caused by the dissolution of the relationship of concerted action, and does not involve the increase or decrease of the number of shareholders' shares.
2. This change will not lead to the change of the controlling shareholder of the company. Mr. Yang Bin is the actual controller of the company before and after the change, which will not affect the corporate governance structure and sustainable operation.
Mr. Yu Zhengbin (hereinafter referred to as the "equity change report") will be issued in accordance with the "equity change agreement" issued by Mr. Yu Zhengbin recently (hereinafter referred to as the "equity change report"):
1、 Dissolution of concerted action relationship
(I) description of the relationship between concerted action
In August 2015, the agreement on concerted action signed by Mr. Yang Bin and Mr. Shi Zhengyu expired. After negotiation, both parties agreed not to renew the agreement on concerted action, but agreed to continue to abide by the provisions on the relationship of concerted action in the administrative measures for the acquisition of listed companies and perform relevant obligations. For details, see the announcement on matters related to the actual controller disclosed by the company on August 23, 2016 (announcement Code: 2016081).
(II) description of this dissolution of the relationship of concerted action
Whereas: (1) after the expiration of the above concerted action agreement, the two parties have not signed a new concerted action agreement; (2) Mr. Shi Zhengyu is 71 years old, older and retired; (3) In September 2015, as a director of the second board of directors of the company, Mr. Shi Zhengyu has not held any position in the company and its subordinate enterprises, nor participated in the daily operation and management activities of the company.
After discussion with his immediate family, Mr. Shi Zhengyu has no intention to continue to maintain a concerted action relationship with Mr. Yang Bin, and the two sides will not sign a new concerted action agreement in the future. In view of this, the two sides signed the agreement on lifting the relationship of concerted action on April 14, 2022 to lift the original relationship of concerted action.
2、 Shareholding before and after the dissolution of the relationship of concerted action
The total share capital of the company is 429054325, and the total share capital after deducting 8252012 shares in the company's repurchase account is 420802313 shares. The following calculation of the proportion of shareholders' shares in the company's shares is based on the number of shares repurchased.
Before the cancellation, Mr. Yang Bin and Shi Zhengyu held 138293251 shares of the company, accounting for 32.86% of the company's share capital (the same below after deducting repurchase); After this cancellation, the shareholding of Mr. Yang Bin and Mr. Shi Zhengyu is calculated separately, as follows:
The shares held by Mr. Yang Bin and Mr. Shi Zhengyu before the dissolution of the relationship of concerted action are calculated together
Name of shareholders direct shareholding (shares) indirect shareholding (shares) total
Proportion of shares in share capital proportion of shares in share capital proportion of shares in share capital
Yang Bin 6272477714.91% 389740879.26% 10169886424.17%
Shi Zhengyu 133836463.18% 232107415.52% 365943878.70%
The control relationship is as follows:
After the dissolution of the relationship of concerted action, the shareholding of Mr. Yang Bin and Mr. Shi Zhengyu shall be calculated separately
Total direct shareholding (shares) indirect shareholding (shares)
Name of shareholder
Proportion of shares in share capital proportion of shares in share capital proportion of shares in share capital
Yang Bin 6272477714.91% 389740879.26% 10169886424.17%
Shi Zhengyu 133836463.18% 232107415.52% 365943878.70%
The control relationship is as follows:
Note: the figures in the above table are calculated with two decimal places reserved. If the total number is inconsistent with the itemized value and the tail difference, it is four
Rounding causes.
3、 Description of equity changes exceeding 1%
1. Basic information
Information disclosure obligors Yang Bin and Shi Zhengyu
Address: Yang Bin, No. 158, Jinqiao street, Hangzhou Economic and Technological Development Zone, Zhejiang Province
Shi Zhengyu: No. Huancheng East Road, Lecheng Town, Yueqing City, Zhejiang Province
Change time of Equity: April 14, 2022
Stock abbreviation Goldcard Smart Group Co.Ltd(300349) stock code Goldcard Smart Group Co.Ltd(300349)
Increase □ decrease □ of change type (whether there is a person acting in concert due to the dissolution □ after this dissolution, Mr. Yang Bin, (multiple choices) the relationship of acting in concert is reduced) Mr. Shi Zhengyu does not constitute a person acting in concert)
Whether it is the largest shareholder or actual controller yes □ no □
2. Changes in equity this time
Type of shares (A shares, B shares, etc.) number of shares increased / decreased (10000 shares) proportion of increased / decreased shares (%)
A shares not applicable not applicable
Total N / a n / A
Centralized trading through stock exchange □ agreement transfer □
Block trading through stock exchange □ indirect transfer □
The way of this equity change is the administrative transfer or change of state-owned shares □ execution of court ruling □
(multiple choices) acquisition of new shares issued by listed companies □ succession □
Gift □ transfer of voting rights □
Others (dissolution of the relationship through concerted action)
3. Shares of listed companies owned by investors and persons acting in concert before and after the change
Nature of shares shares held before this change shares held after this change
See "II. Before the dissolution of the relationship of concerted action", see "II. Shareholding after holding total shares before and after the dissolution of the relationship of concerted action", in which Mr. Yang Bin's direct shares ", in which Mr. Yang Bin's direct shareholding department receives 47043583 shares of 47043583 shares in the shareholding part, which are restricted shares of senior executives.
Restricted shares for senior executives.
4. Implementation of commitments, plans, etc
Whether this change is to fulfill the made yes □ no □
Whether the change of commitment, intention and plan violates the securities law and the measures for the administration of the purchase of listed companies
Laws, administrative regulations, departmental rules, yes □ no □
Normative documents and the business rules of the exchange
5. Shares with restricted voting rights
In accordance with Article 63 of the Securities Law
Yes □ no □
Shares with rights
6. Documents for future reference
1. Details of shareholding changes of China Securities Depository and Clearing Co., Ltd. □
2. Relevant written commitment documents □
3. Written opinions of lawyers □
4. other documents required by SZSE
4、 The impact of this concerted action on the company
1. Since the share restructuring, Mr. Yang Bin has always been the chairman and general manager of the company. Under the leadership of Mr. Yang Bin and the management team, the company has achieved sustainable development of business performance and continuously enhanced its independent R & D and innovation ability. Mr. Yang Bin has a significant impact on the decisions of the board of directors and the general meeting of shareholders, and plays a leading role in the company's business policy, business decision-making, daily operation and major business matters, Be able to actually control the business behavior of the company. After the dissolution of concerted action, Mr. Yang Bin directly and indirectly controls 24.17% of the shares of the company (after deducting the repurchase), which is the shareholder with the highest proportion of voting rights of the company, and Mr. Yang Bin is still the actual controller of the company. 2. The dissolution of the company's shareholders' concerted action relationship will not lead to changes in the company's main business structure and will not have an adverse impact on the company's daily business activities; It will not have a significant impact on the company's main business and financial status; It will not cause changes in the company's management; It will not affect the personnel independence, financial independence and Asset Integrity of the listed company; The company still has a standardized corporate governance structure.
5、 Other relevant instructions
1. The above-mentioned act of dissolving the relationship between persons acting in concert is in line with the wishes and real situation of shareholders, and there is no violation of relevant laws, regulations and normative documents such as the securities law, the measures for the administration of the acquisition of listed companies, the Listing Rules of Shenzhen Stock Exchange gem shares, etc.
2. This equity change does not involve the increase or decrease of the number of individual shareholdings of shareholders.
3. For details of this equity change, please refer to the detailed equity change report and the simplified equity change report disclosed on the same day.
6、 Documents for future reference
1. Agreement on dissolution of the relationship of concerted action.
2. Detailed report on changes in equity.
3. Short form equity change report.
It is hereby announced.
Goldcard Smart Group Co.Ltd(300349) board of directors April 16, 2002
