Goldcard Smart Group Co.Ltd(300349)
Detailed equity change report
Name of listed company: Goldcard Smart Group Co.Ltd(300349) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Goldcard Smart Group Co.Ltd(300349) Stock Code: Goldcard Smart Group Co.Ltd(300349) information disclosure obligor: Yang Bin domicile and mailing address: No. 158 Jinqiao street, Hangzhou Economic and Technological Development Zone, Zhejiang Province nature of share change: share reduction, dissolution of relationship by concerted action signing date of equity change report: April 14, 2002
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this report in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – report on changes in equity and other relevant laws, regulations and normative documents.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report.
3、 In accordance with the provisions of the securities law, the measures for the administration of acquisition and the Standard No. 15, this report has fully disclosed the changes in the shares of the company owned by the information disclosure obligor. As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in the company by any other means.
4、 This equity change is based on the information contained in this report. The information disclosure obligor has not entrusted or authorized any other person to provide the information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
6、 Some data in this report need to be rounded when calculating, so there may be mantissa differences, which should be brought to the attention of investors.
catalogue
The disclosure obligor declares that 2 catalog Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose and plan of equity change Section IV equity change method Section V source of funds 10 section VI follow up plan Section 7 trading of shares of Listed Companies in the first six months Section 8 analysis of the impact on listed companies Section 9 other major matters Section 10 declaration of information disclosure obligor Section 11 documents for future reference sixteen
Section I interpretation
In this equity change report, unless the context otherwise requires, the following abbreviations have the following specific meanings:
General NOUN
Goldcard Smart Group Co.Ltd(300349) / listed company refers to Goldcard Smart Group Co.Ltd(300349) , which is listed on the gem of Shenzhen Stock Exchange, stock code: Goldcard Smart Group Co.Ltd(300349)
Golden card project refers to Zhejiang Golden Card High Tech Engineering Co., Ltd., which holds 21.96% of the company’s shares (calculated after deducting the repurchased shares from the total share capital)
Information disclosure obligor refers to Yang Bin
This report refers to Goldcard Smart Group Co.Ltd(300349) detailed equity change report
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan means RMB yuan
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name: Yang Bin
Gender: Male
Nationality: Chinese
ID number: 3303231969
Address and mailing address: No. 158, Jinqiao street, Hangzhou Economic and Technological Development Zone, Zhejiang Province
Permanent residency in other countries and regions: None
As of the signing date of this report, the information disclosure obligor has not received administrative punishment or criminal punishment in the past five years, and has not been involved in major civil litigation or arbitration related to economic disputes.. 2、 Concerted action of information disclosure obligors
Mr. Yang Bin and Mr. Shi Zhengyu signed the agreement on lifting the relationship of concerted action on April 14, 2022. After the termination of the relationship of concerted action, Mr. Yang Bin has no person acting in concert. For the specific changes, see “section IV equity change mode – I, this equity change mode – 4” of this report. III. The shares of the information disclosure obligor in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the information disclosure obligor has no shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section III purpose and plan of equity change
1、 Purpose of this equity change
This equity change is mainly due to the cancellation of the relationship between the information disclosure obligor and the person acting in concert. 2、 Whether the information disclosure obligor intends to continue to increase its holdings in the listed company or dispose of the shares in which it already has interests in the next 12 months
As of the signing date of this report, the information disclosure obligor has no plan to increase or reduce its equity shares in the listed company in the next 12 months. In case of relevant equity changes in the future, we will timely perform the obligation of information disclosure in strict accordance with the provisions of relevant laws and regulations.
After this equity change, the shares of the company held by Mr. Yang Bin and Mr. Shi Zhengyu will not be calculated together. 3、 Approval required for this equity change
This equity change does not involve the need for approval.
Section IV changes in equity
1、 Current equity change method
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 shall be calculated according to the number of shares repurchased. Since the disclosure obligor last disclosed the equity change report, its share changes are mainly as follows:
1. On September 3, 2019, Mr. Yang Bin reduced 3219800 shares of the company through the trading system, and the share change ratio reached 0.7652% of the company’s share capital.
2. On September 5, 2019, Mr. Yang Bin reduced 1069900 shares of the company through the trading system, and the share change ratio reached 0.2543% of the total share capital of the company
3. On September 16, 2019, Mr. Yang Bin reduced 4290000 shares of the company through the trading system, and the share change ratio reached 1.0195% of the total share capital of the company.
4. 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). 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, both parties signed the agreement on dissolving the relationship of concerted action on April 14, 2022, and the number of shares held by the original persons acting in concert will no longer be calculated together.
To sum up, up to now, the total proportion of shares held by information disclosure obligors has decreased by more than 5%.
2、 Information disclosure obligors holding shares of the company
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
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:
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、 Impact of this equity change on the company
1. Since the share restructuring, Mr. Yang Bin has always been the chairman and general manager of the company, and the company is first in Yang Bin
Under the leadership of the production and operation management team, the company has realized the 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, plays a leading role in the company’s business policy, business decision-making, daily operation and major business matters, and can actually control the company’s business behavior. 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. 4、 Rights and restrictions of information disclosure obligors holding shares of listed companies
As of the signing date of this report, the shares of the company directly held by the information disclosure obligor have no rights restrictions, including but not limited to the pledge, seizure and freezing of shares; Mr. Yang Bin indirectly holds 42 million shares of the company held by the platform gold card project, which have been pledged.
Section V source of funds
This equity change is caused by the expiration and termination of the relationship of concerted action, which does not involve the change of the number of shares, the payment of funds or the source of funds.
Section VI follow up plan
1、 Main business adjustment plan of Listed Companies in the next 12 months
The information disclosure obligor will continue to support the development of the main business of the listed company and has no plan to change or significantly adjust the main business of the company in the next 12 months.
2、 Disposal of assets and business of the listed company or its subsidiaries and reorganization plan for the purchase or replacement of assets in the next 12 months
As of the signing date of this report, the information disclosure obligor has no plan to sell, merge, joint venture or cooperate with others on the assets and businesses of the listed company or its subsidiaries in the next 12 months, or the reorganization plan for the listed company to purchase or replace assets.
3、 Adjustment of current directors, supervisors and senior managers of the listed company
As of the signing date of this report, the information disclosure obligors have no influence on the current board of directors and board of supervisors of the listed company
