Securities code: 300038 securities abbreviation: * ST digital Announcement No.: 2021-003 Beijing Shuzhi Technology Co.Ltd(300038)
On occupation of non operating funds by controlling shareholders and persons acting in concert
Announcement of solution progress
Beijing Shuzhi Technology Co.Ltd(300038) 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 fund occupation
As of December 30, 2020, the company disclosed the consistency of the company’s funds and their occupation by the shareholders (hereinafter referred to as “the company’s action No.: 3003-033”) and the company’s action no. of the controlling shareholders and their occupation of funds as of December 30, 2020, The total amount of self owned funds occupied by the listed company and its subsidiaries is 674.46 million yuan, and the ending balance is 569.67 million yuan. As the capital occupation of major shareholders and persons acting in concert has not been effectively solved within one month, according to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), the company’s shares have been subject to other risk warnings since January 26, 2021. 2、 Progress of fund occupation
On December 23, 2020, the company disclosed the proposal on solution progress and related party transactions of non operating capital occupation by controlling shareholders and persons acting in concert, which was deliberated and adopted at the 26th meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors, Mr. Zhang Zhiyong transferred his 20 million share of Beijing Jinke Huixin venture capital center (limited partnership) (hereinafter referred to as “Jinke Huixin”) and 17.2414% (hereinafter referred to as “target share”) of the share of Jinke Huixin partnership to the company to directly compensate for his partial use of the company’s funds, The industrial and commercial change procedures of Jinke Huixin have been completed on December 22, 2020.
On April 2, 2021, the company held the 28th meeting of the 4th board of directors and the 24th Meeting of the 4th board of supervisors. According to the audit and evaluation report of Jinke Huixin issued by the intermediary, it was confirmed that the transaction price of the subject share was RMB 96.290616 million. This matter still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2021 for deliberation.
On April 19, 2021, the company held the first extraordinary general meeting of shareholders in 2021. The meeting deliberated and adopted the proposal on the progress of solutions for the occupation of non operating funds by controlling shareholders and persons acting in concert and related party transactions. As of April 27, 2021, the balance of funds occupied was 334.3788 million yuan.
On June 11, 2021, the company held the 31st meeting of the 4th board of directors and the 26th meeting of the 4th board of supervisors to consider and pass a series of proposals on the solutions to the occupation of non operating funds by controlling shareholders and persons acting in concert. In view of the arrears of the remaining funds occupied by the major shareholders, the company signed relevant agreements with the major shareholders and third parties to transfer 100% equity of Tongfu (Wuhan) network facilities investment Co., Ltd. (hereinafter referred to as “Tongfu investment”) and the property management right of Shunjing headquarters in AD 20, so as to directly compensate the major shareholders for occupying the company’s funds.
On September 13, 2021, the company disclosed the announcement on the reply of Beijing regulatory bureau of China Securities Regulatory Commission to the company’s regulatory concern letter (Announcement No.: 2021-096). According to the asset acquisition agreement signed by Tongfu investment, Hunan gaonuotong Information Technology Co., Ltd. (hereinafter referred to as “gaonuotong”) and Mr. Zhang Zhiyong The payment agreement and the subsequent supplementary agreement confirm that all rights and obligations of gaonuotong assets originally purchased by Tongfu investment are directly transferred to the listed company.
On September 18, 2021, the company held the 35th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors. According to the audit and evaluation report issued by the intermediary, it was confirmed that the offset amount of 100% equity of Tongfu investment was RMB 24.8686 million, the offset amount of gaonuotong assets was RMB 69.7968 million The offset amount of property management right of Shunjing headquarters in AD 20 was RMB 248.3454 million, and the total offset amount was RMB 34.3008 million.
On October 29, 2021, the company disclosed the announcement on partial change of the non operating fund occupation solution and related party transactions of the controlling shareholder and its persons acting in concert (Announcement No.: 2021-121). On the basis of not changing the 100% equity of general service investment and the asset compensation of Connaught, the company plans to terminate the scheme of using the property management right of Shunjing headquarters in AD 20 to offset part of its occupation, This part of the difference is directly repaid to related parties such as listed companies or wholly-owned subsidiaries with cash assets. This part of cash repayment is carried out in three phases. As of the disclosure date of the announcement, the company has received the first installment of RMB 20 million. This transaction is to be submitted to the general meeting of shareholders for deliberation.
On November 30, 2021, the company disclosed the announcement on the progress of the non operating fund occupation solution of the controlling shareholder and its persons acting in concert (Announcement No.: 2021-125). As of the disclosure date of the announcement, the company has received the second installment of RMB 50 million.
On December 27, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on partial change of non operating fund occupation solution and related party transaction of the controlling shareholder and its concerted actors, and confirmed the situation that 100% equity of tongs investment and gaonuotong assets offset part of the fund occupation, For details, see announcement on resolutions of the second extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-139).
On January 6, 2022, the company received the third installment of 176 million yuan. As of the repayment date, the principal and interest occupied by the funds of major shareholders amounted to 340629053.08 yuan, including 293769384.00 yuan of principal and 46859669.08 yuan of interest. After deducting the offset amount of 100% equity of recognized Tong Service Investment and gaonuotong assets, the cash repayment amount required by major shareholders is 245973653.08 yuan. As of the disclosure date of this announcement, the major shareholders have paid off the amount occupied by their funds, and the source of funds is self raised. 3、 Description of other matters
1. The company will, in accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), apply to Shenzhen stock exchange for cancellation of other risk warnings after the occupation and repayment of major shareholders’ funds are verified by accountants and a special audit report is issued, because the application needs to be reviewed by Shenzhen Stock Exchange, Therefore, it is uncertain whether the risk warning can be revoked. The company will timely perform the obligation of information disclosure according to the follow-up situation. Please pay attention to the investment risk. 4、 Documents for future reference
1. Remittance voucher.
It is hereby announced.
Beijing Shuzhi Technology Co.Ltd(300038) board of directors
January 11, 2002
