Zhong Fu Tong Group Co.Ltd(300560)
Simplified equity change report (I)
Name of listed company Zhong Fu Tong Group Co.Ltd(300560)
Place of stock listing: Shenzhen Stock Exchange
Stock abbreviation Zhong Fu Tong Group Co.Ltd(300560)
Stock Code: 300560
Information disclosure obligor Chen Rongjie
Mailing address: 20 / F, building 4, software park, No. 89, software Avenue, Tongpan Road, Gulou District, Fuzhou, Fujian
Postal code 350003
Fujian Rongjia Technology Co., Ltd
Mailing address: R & D building 5, No. 33, Donghu Road, digital Fujian Industrial Park, Changle District, Fuzhou
Postal Code: 350200
Change in nature of shares decrease in shares (transfer by agreement)
Signed on: January 12, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this equity change report in accordance with 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 - equity change report, and other relevant laws and regulations.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance 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 and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - equity change report, this equity change report has fully disclosed the changes in the interests of the information disclosure obligor in Zhong Fu Tong Group Co.Ltd(300560) .
As of the signing date of this report, the information disclosure obligor has not increased or reduced its shares in Zhong Fu Tong Group Co.Ltd(300560) by any other means except the information disclosed in this report.
4、 After the share transfer agreement takes effect, the equity change shall also perform the compliance confirmation and other relevant procedures in accordance with the relevant provisions of the Shenzhen Stock Exchange, and go through the share transfer registration formalities in Shenzhen Branch of China Securities Depository and Clearing Corporation.
5、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
catalogue
The disclosure obligor declares that 1 interpretation Section 1 Introduction to information disclosure obligors 4 Section II purpose and decision-making of this equity change 5 section 3 the way of this equity change Section IV trading of listed shares in the first six months Section V other major matters Section VI declaration of information disclosure obligor Section VII documents for future reference thirteen
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Zhong Fu Tong Group Co.Ltd(300560) / company / listed company refers to Zhong Fu Tong Group Co.Ltd(300560)
Information disclosure obligor refers to Chen Rongjie
Concerted action of information disclosure obligors refers to Fujian Rongjia Technology Co., Ltd. and Fujian Rongjia
This equity change refers to 15936255 shares of Fortis transferred by the information disclosure obligor through agreement, accounting for 7.04% of the total share capital of Zhong Fu Tong Group Co.Ltd(300560) .
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Trading day refers to the normal business day of Shenzhen Stock Exchange
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan unless otherwise specified
In this report, there are differences in the mantissa between the sum of some totals and the direct addition of each addend. These differences are caused by rounding.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligors and persons acting in concert
Information disclosure obligor Chen Rongjie
ID number 350104197302******
Mailing address: 20 / F, building 4, software park, No. 89, software Avenue, Tongpan Road, Gulou District, Fuzhou, Fujian
Is it consistent with the information disclosure obligor of the right of abode in other countries or regions? The actor of Fujian Rongjia Technology Co., Ltd
Registered address: R & D building 5, No. 33, Donghu Road, digital Fujian Industrial Park, Changle District, Fuzhou
Legal representative: Chen Rongjie
The registered capital is 180 million yuan
Unified social credit code 91350182ma32c58l6t
Date of establishment: December 17, 2018
Enterprise nature: limited liability company (sole proprietorship of natural person)
Business term: December 17, 2018 to long term
General items: big data services; Science and technology promotion and application services; Engaging in investment activities with its own funds within its business scope; China trade agency; Sales agent; Trade brokerage (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
2、 Information disclosure obligors and their persons acting in concert hold and control shares of other listed companies. As of the date of signing this report, the information disclosure obligors and their persons acting in concert hold 112964616 shares of the company in total, and there is no case that the shares with interests in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company.
Section II purpose of this equity change
1、 Purpose of this equity change
This equity change is mainly an agreement transfer made by the information disclosure obligor based on its own capital needs and development planning.
2、 Plan for the information disclosure obligor to continue to increase its Zhong Fu Tong Group Co.Ltd(300560) shares or dispose of its owned interests in the next 12 months
On October 1, 2021, the company disclosed the pre disclosure announcement on the early termination of the share reduction plan of the controlling shareholder and the actual controller and the future share reduction plan (Announcement No.: 2021-090). Mr. Chen Rongjie, the controlling shareholder and the actual controller, Within 6 months after 15 trading days from the date of disclosure of the above announcement, the number of holdings reduced by block trading shall not exceed 13360000 shares, i.e. not more than 5.90% of the total share capital of the company, in the form of centralized bidding or within 6 months after 3 trading days from the date of disclosure of the above announcement. On November 25, 2021, the company disclosed the announcement on the reduction of 1% of shares held by controlling shareholders and actual controllers (Announcement No.: 2021-098). As of the signing date of this report, the reduction plan has not been completed.
On December 20, 2021, the company disclosed the suggestive announcement on the transfer of some shares and equity changes of the company by agreement between the controlling shareholder and the actual controller of the company (Announcement No.: 2021-103). The controlling shareholder and the actual controller, Mr. Chen Rongjie, intends to transfer 11315000 shares of the company held by him to Wang Shuhong and Tao Kaide by agreement, The total number of shares is 22630000, accounting for 10% of the total share capital of the company. On January 11, 2022, the company disclosed the announcement on the completion of the transfer of some shares of the company by agreement between the controlling shareholders and actual controllers of the company (Announcement No.: 2022-003). The transfer registration procedures for the transfer of some shares of the company by agreement between Mr. Chen Rongjie, Tao Kaide and Wang Shuhong have been completed.
The information disclosure obligor does not rule out the relevant arrangements such as increasing or disposing of the shares of the listed company in the next 12 months. In case of relevant equity changes, the company will perform the obligation of information disclosure in strict accordance with relevant regulations.
Section III current equity change method
1、 Shareholding of information disclosure obligors and persons acting in concert before this equity change
Before this equity change, the information disclosure obligors and persons acting in concert held 112964616 shares of the company, accounting for 49.93% of the total share capital of the company.
After this equity change, the information disclosure obligors and persons acting in concert held 97028361 shares of the company, accounting for 42.88% of the total share capital of the company.
2、 Current equity change method
On January 11, 2022, Mr. Chen Rongjie signed the share transfer agreement with Jinan Tiefu investment partnership (limited partnership), and the information disclosure obligor intends to transfer 15936255 shares to Jinan Tiefu investment partnership (limited partnership), accounting for 7.04% of the total share capital of the company.
After this equity change, the equity changes of the information disclosure obligor and its persons acting in concert are as follows:
Unit: shares
Before and after the transfer of this Agreement
Name of shareholder
Proportion of number of shares (shares) (%) proportion of number of shares (shares) (%)
Chen Rongjie 76018804 33.60 60082549 26.55
Fujian Rongjia 36945812 16.33 36945812 16.33
Total 112964616 49.93 97028361 42.88
Note: the proportion in this report is inconsistent with that in the share transfer agreement, which is caused by rounding.
After the completion of this transfer, Mr. Chen Rongjie remains the controlling shareholder and actual controller of the company. This transfer will not change the control of the company.
3、 Main contents of share transfer agreement
On January 11, 2022, the controlling shareholder and actual controller of the company, Mr. Chen Rongjie, signed the share transfer agreement with Jinan Tiefu investment partnership (limited partnership), the main contents of which are as follows:
(I) parties to the assignment by agreement
Party A (transferor): Mr. Chen Rongjie
Party B (transferee): Jinan Tiefu investment partnership (limited partnership)
(II) subject matter of transfer
1. Party A agrees to transfer 7.04% of the current total share capital of Zhong Fu Tong Group Co.Ltd(300560) held by it (i.e. 15936255 shares) to Party B by agreement, and the transfer price is RMB 12.55/share, which is about 90% of the closing price of Zhong Fu Tong Group Co.Ltd(300560) on the trading day before the signing of the agreement (excluding the suspension day).
2. Both parties shall, within 20 working days from the date of signing this agreement, go through the relevant share transfer and change procedures in Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. Party A confirms to transfer all the rights and interests of the subject shares to Party B, including the ownership, profit distribution right, asset distribution right and other Zhong Fu Tong Group Co.Ltd(300560) articles of association related to the shares held by Party A and all the rights enjoyed by the shareholders of the company according to Chinese laws.
(III) payment of transfer price
1. The total share transfer price of this transaction is 200000000.25 yuan. This agreement stipulates that the transaction costs related to the transaction, such as taxes and fees, shall be borne by both parties respectively in accordance with laws, regulations and other normative documents and the requirements of relevant departments.
2. Party A agrees that Party B can pay the total share transfer price in installments. Party B shall pay the first transfer price to Party A's collection account within 3 working days after being approved by Shenzhen Stock Exchange and obtaining relevant compliance documents. The remaining transfer price shall be paid within 6 months after both parties complete the transfer procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Pay to Party A's collection account.
(IV) share delivery
1. Both parties agree that the implementation of this share transfer depends on the satisfaction of the following preconditions:
(1) This agreement has been signed and entered into force by both parties according to law;
(2) The share transfer has been confirmed by Shenzhen Stock Exchange.
2. In this Agreement
