Securities code: 300242 securities abbreviation: Kaisa Jiayun Technology Inc(300242) Announcement No.: 2022-002 Kaisa Jiayun Technology Inc(300242)
Suggestive announcement on lifting the ban and listing and circulation of some restricted shares
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. Special tips:
1. The shares whose restrictions are lifted this time are non-public offering of restricted shares;
2. The number of restricted shares released this time is 21200000 shares, accounting for 3.3409% of the total share capital of the company; The actual number of shares that can be listed and circulated is 21200000, accounting for 3.3409% of the total share capital of the company;
3. The listing and circulation date of the restricted shares is Tuesday, January 18, 2022.
1、 Relevant information of the company’s non-public offering of restricted shares
(I) approved by the reply on approving Guangdong Mingjia Technology Co., Ltd. to issue shares to Zhen Yong and others to purchase assets (zjxk [2014] No. 1394) issued by the China Securities Regulatory Commission, Kaisa Jiayun Technology Inc(300242) (formerly known as Guangdong Mingjia Technology Co., Ltd. and Guangdong Mingjia United Mobile Technology Co., Ltd., hereinafter referred to as the “company”) issued 11136071 shares to Zhen Yong and 1012370 shares to Xinyu HongRi Xingyu Investment Management Center (limited partnership) to purchase 100% equity of Beijing Jinyuan Interactive Technology Co., Ltd. On January 7, 2015, 12148441 new shares issued to purchase assets have been registered in the names of Zhen Yong and HongRi Xingyu. On January 20, 2015, the additional shares issued by the company to Zhen Yong and HongRi Xingyu were listed. The total share capital of the company increased from 75000000 shares to 87148441 shares.
(II) on September 11, 2015, the general meeting of shareholders of the company deliberated and approved the profit distribution plan for the half year of 2015. Based on the total share capital of 87148441 shares, the capital reserve was used to increase 15 shares for every 10 shares to all shareholders, a total of 130722661 shares were increased, and the total share capital after the increase was 217871102 shares.
(III) with the approval of the reply on approving Guangdong Mingjia Technology Co., Ltd. to issue shares to purchase assets and raise supporting funds from Li Jiayu and others (zjxk [2015] No. 2308) by China Securities Regulatory Commission, the company applied to Li Jiayu, Zhang Xiang, Chen Yang, Xinyu Aiying Investment Management Center (limited partnership), Du Haiyan Houhe investment management center of Xinyu high tech Zone (limited partnership), Hangzhou Cape of good hope Investment Management Co., Ltd., Guangfa Xinde Investment Management Co., Ltd., Zhuhai Hengqin anci cultural Internet equity investment fund enterprise (limited partnership), Zhongying investment management center of Xinyu high tech Zone (limited partnership), Chen Zhongwei, Fu Han, Su Pei The asset management plan established by jindouyun Investment Management Center (limited partnership) of Xinyu high tech Zone and Shanghai Bank Fund Management Co., Ltd. has a total of 99406510 non-public shares, and the total share capital of the company after issuance is 317277612 shares. On December 17, 2015, the above new shares were registered in the names of Li Jiayu and others. On December 31, 2015, the additional shares issued by the company to Li Jiayu and others were listed, and the total share capital of the company increased from 217871102 to 317277612 shares.
(IV) the resolution of the eighth extraordinary general meeting of shareholders in 2015 and the resolutions of the 16th and 18th meetings of the third board of directors considered and adopted the proposal on the company’s stock option and restricted stock incentive plan (Revised Draft) and its summary, the proposal on adjusting matters related to stock option and restricted stock incentive plan and other relevant proposals, The company granted 1462900 restricted shares to 69 incentive objects such as Cen Jiawen and Luo Qihui through private placement. 1462900 restricted shares granted this time were listed on January 28, 2016. After listing, the total share capital of the company was changed to 318740512 shares.
(V) on September 12, 2016, the sixth extraordinary general meeting of shareholders of the company in 2016 deliberated and approved the profit distribution plan for the half year of 2016. Taking the total share capital of 318740512 shares as the base, the capital reserve was used to increase 10 shares for every 10 shares to all shareholders. A total of 318740512 shares have been converted, and the total share capital after conversion is 637481024 shares.
(VI) on December 13, 2016, the 41st meeting of the third board of directors of the company deliberated and approved the proposal on repurchase and cancellation of part of the granted restricted shares, and decided to repurchase and cancel a total of 307000 restricted shares granted but not unlocked by 14 resigned personnel who did not meet the incentive conditions. After the repurchase, the total share capital of the company was changed from 637481024 shares to 637174024 shares.
(VII) on May 27, 2017, the 50th meeting of the third board of directors of the company considered and approved the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and decided to repurchase and cancel 841040 restricted shares at a repurchase price of 11.661 yuan / share, and cancel 482400 stock options. After the repurchase, the total share capital of the company was changed from 637174024 shares to 636332984 shares.
(VIII) on April 18, 2018, the 2017 annual general meeting of shareholders of the company considered and approved the proposal on terminating the implementation of stock option and restricted stock incentive plan and repurchase and cancellation of relevant options and restricted shares. The company decided to terminate the 2015 stock option and restricted stock incentive plan and relevant supporting documents, and repurchase and cancel 1777760 restricted shares 923200 stock options were cancelled. After the repurchase, the total share capital of the company was changed from 636332984 to 634555224 shares.
As of the disclosure date of this announcement, the total share capital of the company is 634555224 shares. Among them, there are 28454374 shares with limited sales conditions, accounting for 4.48% of the total share capital.
2、 Changes in restricted shares this time
In 2015, the company issued shares to Li Jiayu and others and paid cash to purchase assets, of which 26500433 shares were newly issued to Li Jiayu. In the half year of 2016, the company implemented profit distribution and increased 10 shares for every 10 shares to all shareholders with capital reserve. This part of shares held by Li Jiayu increased to 53000866 shares.
As of June 30, 2021, Li Jiayu held a total of 23944549 shares of the company, including 21200346 restricted shares.
At the end of June 2021, Xu Yuanyuan obtained 21200000 restricted shares of Li Jiayu through judicial auction, and completed the relevant transfer procedures in early July 2021.
3、 Shareholders’ fulfillment of share restriction commitments
(I) Xu Yuanyuan, the shareholder applying for lifting the share restriction, has no commitment to share restriction, no non operational occupation of the company’s funds, and the company has no illegal guarantee for him.
(II) the commitments of Li Jiayu, the original holder of restricted shares released this time, are as follows:
1. Performance commitment and completion
The performance related commitments made by the shareholder Li Jiayu in the company’s major asset restructuring in 2015 are as follows:
Li Jiayu promised that the net profit of micro win interactive after deducting non recurring profits and losses in 2015, 2016 and 2017 will not be less than 71.5 million yuan, 93.3 million yuan and 120 million yuan respectively.
According to the verification report on the difference between actual profit and committed profit (gkzz [2016] g15042010155) issued by Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership) on April 6, 2016, The net profit of Weiying interactive after deducting non recurring profits and losses in the audited consolidated statements of 2015 was 75.6155 million yuan, exceeding the commitment of 71.5 million yuan in the agreement on issuing shares and paying cash to purchase assets. Li Jiayu’s performance commitment on micro win interaction in 2015 has been effectively fulfilled without compensation to the company. According to the verification report on the difference between actual profit and committed profit (gkzz [2017] g16042490081) issued by Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership) on April 24, 2017. The net profit of Weiying interactive after deducting non recurring profits and losses in the audited consolidated statements of 2016 was 112.7609 million yuan, exceeding the commitment of 93.3 million yuan in the agreement on issuing shares and paying cash to purchase assets. By the end of 2016, the accumulated net profit of micro win interactive after deducting non recurring profits and losses was 188376400 yuan, exceeding the accumulated committed net profit of 164.8 million yuan in the same period. According to the above report, Li Jiayu’s performance commitment of 100% equity of Weiying interactive in 2015 and 2016 has been effectively fulfilled without compensation to the company. According to Zhongxi zhuanshen Zi [2018] No. 0271 special audit report on the difference between actual profits and committed profits issued by Zhongxi Certified Public Accountants (special general partnership), the net profit of Weiying interactive in 2017 after deducting non recurring profits and losses was 120 million yuan, and the net profit after deducting non recurring profits and losses was 98.0699 million yuan. According to the company’s cooperation with Li Jiayu, Zhang Xiang, Chen Yang, Xinyu Aiying Investment Management Center (limited partnership), Du Haiyan, Guangfa Xinde Investment Management Co., Ltd., Xinyu high tech Zone Zhongying Investment Management Center (limited partnership), Xinyu high tech Zone Houhe Investment Management Center (limited partnership), Hangzhou Cape of good hope Investment Management Co., Ltd Zhuhai Hengqin anci cultural Internet equity investment fund enterprise (limited partnership) signed the agreement on issuing shares and paying cash to purchase assets. During the commitment period, the cumulative net profit of micro win interaction after deducting non recurring profits and losses was 284.8 million yuan, and the actual cumulative net profit after deducting non recurring profits and losses was 286.4463 million yuan, The cumulative amount of performance commitments has been completed. According to Zhongxi zhuanshen Zi [2018] No. 0273 special audit report on asset impairment test and Pengxin zipingbao Zi [2018] No. 024 asset evaluation report on goodwill impairment test project formed when Guangdong Mingjia United Mobile Technology Co., Ltd. acquired the equity of Beijing Weiying Interactive Technology Co., Ltd. issued by Zhongxi Certified Public Accountants (special general partnership), As of December 31, 2017, the assessed value of 100% shareholders’ equity of Weiying interactive in this major asset restructuring was RMB 1150725700, and after adjusting the impact of profit distribution within the compensation period of RMB 47.3 million, it was RMB 1198025700. Compared with the transaction price of RMB 1008 million, there was no reduction. According to the above report, Li Jiayu’s performance commitment of 100% equity of Weiying interactive in 2015, 2016 and 2017 has been effectively fulfilled without compensation to the company.
2. Share restriction commitment
The shareholder Li Jiayu made the following commitments related to share restriction in the company’s major asset restructuring in 2015:
1、 The shares of Mingjia technology obtained by me in this transaction shall not be transferred within 12 months from the date of completion of share issuance. 2、 On the basis of the above lock-in period, in order to ensure the realization of the promise of profit forecast and compensation for the transaction of the underlying assets, I transfer the shares of Mingjia technology obtained in this transaction according to the following arrangements: 1. 30 working days after Mingjia technology disclosed the 2015 special audit report of Weiying interactive issued by the accounting firm with securities practice qualification it hired, The number of shares I can transfer shall not exceed 30% of the shares of Mingjia technology obtained in this issuance. 2. 30 working days after Mingjia technology disclosed that the accounting firm with securities qualification hired by Mingjia Technology issued the special audit report of Weiying interaction in 2016, my cumulative number of transferable shares shall not exceed 60% of the shares of Mingjia technology obtained in this transaction. 3. 30 working days after Mingjia technology disclosed that the accounting firm with securities qualification hired by Mingjia Technology issued the 2017 special audit report and impairment test report of Weiying interaction, my cumulative number of transferable shares does not exceed 80% of Mingjia technology’s shares obtained in this transaction. 4. 30 working days after Mingjia technology disclosed its 2018 annual report, my cumulative number of transferable shares shall not exceed 90% of the shares of Mingjia technology obtained in this transaction; 5. 30 working days after Mingjia technology discloses its 2019 annual report, I can transfer the remaining Mingjia technology shares obtained in this transaction. 6. If I have a share compensation obligation to Mingjia technology according to the relevant agreements, my actual number of transferable shares in the current period shall be the maximum number of transferable shares in the current period, minus the number of compensated shares in the current period. If the actual number of transferable shares after deduction is less than or equal to 0, my actual number of transferable shares in the current period shall be 0, The absolute value of the difference shall also be deducted from the number of transferable shares in the next year. 3、 When I transfer the shares of Mingjia technology obtained in this transaction, if I act as a director, supervisor and senior manager of Mingjia technology, the number of shares reduced shall also comply with the restrictive provisions of the company law and other laws and regulations. 4、 The sales restriction period for my subscription of new shares of Mingjia technology in this exchange will eventually be implemented in accordance with the audit requirements of China Securities Regulatory Commission or Shenzhen Stock Exchange.
3. Job commitment
In order to ensure the sustainable and stable development of micro win interaction, Li Jiayu guarantees to serve in micro win interaction for at least 60 months from the date of signing this agreement. During this period, the company shall not unilaterally dismiss Li Jiayu or unilaterally dismiss Li Jiayu through micro win interaction, nor promote Li Jiayu’s resignation by adjusting his post or reducing his salary.
4. Other relevant commitments
Other relevant commitments made by shareholder Li Jiayu in the company’s major asset restructuring in 2015 are as follows:
(1) “After the completion of this transaction, I / the enterprise promise to follow relevant laws
