Securities code: Hitevision Co.Ltd(002955) securities abbreviation: Hitevision Co.Ltd(002955) Announcement No.: 2022046 Hitevision Co.Ltd(002955)
On the termination of the relationship of concerted action upon expiration and the re signing of the agreement by some shareholders
Moving agreement and suggestive announcement of change of actual controller
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 change in equity does not involve the change in the number of shares held, which is caused by the termination of the relationship of concerted action of relevant shareholders and the re signing of the agreement on concerted action by some shareholders;
2. This equity change will lead to the change of the actual controller of the company.
Hitevision Co.Ltd(002955) (hereinafter referred to as “the company” and ” Hitevision Co.Ltd(002955) “) recently received the notice on withdrawing from the agreement on concerted action issued by Mr. Wang Jing. The relationship of concerted action between Mr. Xing Xiuqing, Mr. Xing Zheng, hongdacheng Co., Ltd., Mr. Wang Jing and Mr. Zhang Shujiang (hereinafter referred to as “the original person acting in concert”) expired on May 22, 2022. Mr. Wang Jing will not renew the agreement for personal reasons. Mr. Xing Xiuqing Hongdacheng Co., Ltd., Mr. Xing Zheng and Mr. Zhang Shujiang signed a new agreement on concerted action. After the expiration and termination of the original relationship of concerted action, the number and proportion of shares of the company held by Mr. Xing Xiuqing, Mr. Xing Zheng, hongdacheng Co., Ltd., Mr. Wang Jing and Mr. Zhang Shujiang remain unchanged. The shares of the company held by Mr. Wang Jing are no longer calculated together with the above other original persons acting in concert. The new actual controller of the company is changed to Mr. Xing Xiuqing and Mr. Xing Zheng, and Mr. Zhang Shujiang is the person acting in concert of the actual controller. The relevant information is hereby announced as follows: I. signing and performance of the original agreement on concerted action
Mr. Xing Xiuqing, Mr. Xing Zheng, hongdacheng Co., Ltd., Mr. Wang Jing and Mr. Zhang Shujiang signed the agreement on concerted action in January 2019. The agreement will take effect from the date of signing and terminate at the end of 36 months from the date of listing of the company’s shares (the listing date of the company’s shares is May 23, 2019 and the expiration date is May 22, 2022). In order to maintain the stability of the company’s control right and the structure of the operation and management team and realize the long-term sustainable development of the company, all parties agree to take concerted action in accordance with the agreement on concerted action when dealing with matters related to the company’s operation and development and required to be resolved by the general meeting of shareholders and the board of directors in accordance with the company law and other relevant laws, regulations and the articles of association.
During the term of validity of the agreement, the original persons acting in concert maintained consistent opinions in management and decision-making, fully complied with the agreement and relevant commitments on the agreed matters of concerted action, and none of the parties violated the agreement on concerted action.
2、 Cancellation of agreement on concerted action
Since the concerted action relationship agreed in the original concerted action agreement expires on May 22, 2022, the company recently received the notice on withdrawing from the concerted action agreement issued by Mr. Wang Jing. Mr. Wang Jing decided not to renew the concerted action relationship after it expires for personal reasons.
According to the verification of the company, after the expiration of the original concerted action relationship, except that hongdacheng Co., Ltd. is the company actually controlled by Mr. Xing Xiuqing, Mr. Xing Xiuqing and Mr. Xing Zheng are brothers, and have re signed the concerted action agreement with Mr. Zhang Shujiang, Mr. Wang Jing, Mr. Zhang Shujiang, hongdacheng Co., Ltd There is no concerted action between Mr. Xing Xiuqing and Mr. Xing Zheng as stipulated in paragraph 2 of Article 83 of the administrative measures for the acquisition of listed companies. Therefore, the company confirms that the concerted action relationship between all parties will be terminated after the expiration of May 22, 2022. After the expiration and termination of the relationship of concerted action, each party, as the shareholders and directors of the company, will independently enjoy and exercise the rights of shareholders and / or directors and perform the obligations of relevant shareholders / or directors in accordance with the provisions of relevant laws, regulations, normative documents and the articles of Association.
3、 Introduction to the shares and positions held by all parties before and after the termination of the agreement on concerted action
Mr. Xing Xiuqing is the chairman of the company, holds 98.05% of hongdacheng Co., Ltd. and does not directly hold shares of the company. Before the expiration of the original agreement on concerted action, hongdacheng Co., Ltd., Mr. Wang Jing, Mr. Xing Zheng and Mr. Zhang Shujiang jointly held 134910718 shares of the company, accounting for 57.41% of the total share capital of the company. The specific shareholding is as follows:
Name of shareholder, number of shares (shares) in the total share capital of the company, position in the company
Xing Xiuqing 0% Chairman
Hongdacheng Co., Ltd. 4098279917.44%-
Wang Jing 3328273114.16% directors
Xing Zheng 3211069313.66%-
Zhang Shujiang 2853449512.14% vice chairman
Total 13491071857.41%-
Note: any discrepancy between the total and the sum of the itemized values in the above table is caused by rounding.
After the expiration of the original agreement on concerted action, the number and proportion of shares of the company held by Mr. Xing Xiuqing, hongdacheng Co., Ltd., Mr. Xing Zheng, Mr. Wang Jing and Mr. Zhang Shujiang will remain unchanged, and the shares of the company held by Mr. Wang Jing will no longer be calculated together with Mr. Xing Xiuqing, hongdacheng Co., Ltd., Mr. Xing Zheng and Mr. Zhang Shujiang. 4、 The signing of the agreement on concerted action and the change of actual controller
(I) signing and main contents of the agreement on concerted action
Mr. Xing Xiuqing, Mr. Xing Zheng, hongdacheng Co., Ltd. and Mr. Zhang Shujiang re signed the concerted action agreement in the form of agreement. The main contents are as follows:
Party A: Xing Xiuqing
Passport number:
Party B: hongdacheng Co., Ltd. (hereinafter referred to as “hongdacheng”)
Address: Hong Kong
Party C: Zhang Shujiang
ID No.:
Party D: Xing Zheng
ID No.:
1. All parties agree to take concerted action in accordance with the provisions of this agreement when dealing with matters related to the operation and development of the company and requiring resolutions by the general meeting of shareholders and the board of directors of the company in accordance with the company law of the people’s Republic of China and other relevant laws and regulations and the articles of association.
2. The way to take concerted action at the general meeting of shareholders is:
(1) If any party intends to make a proposal to the general meeting of shareholders on major matters related to the operation and development of the company, the natural person parties shall coordinate and reach an agreement on the relevant proposal in advance. All parties shall act according to the agreement reached by the natural person parties and jointly submit a proposal to the general meeting of shareholders in the name of Party B, Party C and party D. If the natural person parties fail to reach an agreement on relevant matters after full communication and consultation, they shall act in unison in the following ways: if several of the natural person parties reach an agreement and the total shareholding (direct / indirect) of these parties exceeds the total shareholding (direct / indirect) of other parties, the opinions of these parties shall prevail to determine the proposal opinions; If an agreement cannot be reached in accordance with the above agreement, the opinion of the party holding the largest number of shares (direct / indirect) among the natural person parties shall prevail.
(2) Before the shareholders’ meeting is held to exercise the voting right, the natural person parties must reach an agreement on the voting right to be exercised on the relevant proposals in advance and express it in writing. Party B, Party C and Party D shall exercise their voting rights at the general meeting of shareholders according to the consensus. If the natural person parties fail to reach an agreement on the voting rights to be exercised on relevant proposals after full communication and consultation, they shall act in the following manner on the premise that the contents of the voting matters comply with national laws and relevant regulations: if several of the natural person parties reach an agreement and the total number of shares held (direct / indirect) by these parties exceeds the total number of shares held (direct / indirect) by other parties, The opinions of these parties shall prevail, and Party B, Party C and Party D shall exercise their voting rights at the general meeting of shareholders according to the opinions; If an agreement cannot be reached in accordance with the above agreement, the opinion of the party holding the largest number of shares (direct / indirect) among the natural person parties shall prevail, and Party B, Party C and Party D shall exercise their voting rights at the general meeting of shareholders according to this opinion. When attending the general meeting of shareholders, if one party to this agreement cannot attend the meeting in person, it shall entrust one of the natural person parties to attend the meeting.
3. The way to take concerted action in the board of directors is:
(1) When one of the natural person parties (or several persons) who are directors of the company or supervisors or senior managers who have the right to make proposals to the board of directors of the company plans to make proposals to the board of directors on major matters related to the operation and development of the company, the natural person parties shall coordinate and reach an agreement on the relevant proposals in advance, and jointly put forward proposals to the board of directors of the company in the name of natural person parties (when both natural person parties are directors), Or one of the natural persons who serves as a director (when not all of them are directors) shall put forward a proposal to the board of directors of the company according to the consensus. If the natural person parties fail to reach an agreement on relevant matters after full communication and consultation, they shall act in unison in the following ways: if several of the natural person parties reach an agreement and the total shareholding (direct / indirect) of these parties exceeds the total shareholding (direct / indirect) of other parties, the opinions of these parties shall prevail to determine the proposal opinions; If an agreement cannot be reached in accordance with the above agreement, the opinion of the party holding the largest number of shares (direct / indirect) among the natural person parties shall prevail.
(2) Before the meeting of the board of directors is held to exercise the voting rights, the natural person parties must reach an agreement on the voting rights to be exercised on the relevant proposals in advance. The natural person parties (when both are directors) shall exercise the voting rights at the board of directors according to the agreement, or one of the natural person parties (when not all are directors) shall exercise the voting rights at the board of directors according to the agreement. If the natural person parties have fully communicated and negotiated, If it is impossible to reach an agreement on what kind of voting rights to exercise on relevant proposals, on the premise that the contents of voting matters comply with national laws and relevant regulations, act in the following way: if several parties of natural persons reach an agreement and the total number of shares (direct / indirect) held by these parties exceeds the total number of shares (direct / indirect) held by other parties, The opinions of these parties shall prevail, and the natural person parties (when all of them are directors) or the Parties serving as directors among the natural person parties (when not all of them are directors) shall exercise the voting right on the relevant proposals according to the opinions at the board of directors; If an agreement cannot be reached in accordance with the above agreement, the opinion of the party holding the largest number of shares (direct / indirect) among the natural person parties shall prevail, and the natural person parties (when both of them are directors) or one of the natural person Parties serving as a director (when not all of them are directors) shall exercise the voting right on the relevant proposals at the board of directors according to the opinion. When attending the board of directors, if one of the natural person parties is unable to attend the meeting in person, and if other parties act as directors and attend the meeting, they shall entrust other parties acting as directors to attend the meeting.
4. Each party shall exercise its rights in accordance with the provisions of relevant laws and regulations, the provisions of this Agreement and their respective commitments. Party A promises to maintain the absolute holding proportion of Party B during the term of this agreement.
5. This Agreement shall come into force from the date of signing and shall be valid for 12 months. Once signed, this agreement is irrevocable unless the period specified in this agreement expires.
(II) actual controller after signing the agreement on concerted action
After this equity change, Mr. Xing Xiuqing, Mr. Xing Zheng, hongdacheng Co., Ltd. and Mr. Zhang Shujiang are acting in concert. Mr. Xing Xiuqing is the chairman of the company and does not directly hold the shares of the company. He holds 98.05% of the shares of hongdacheng Co., Ltd. and indirectly controls 17.44% of the shares of the company. Hongdacheng Co., Ltd. and Mr. Xing Zheng jointly hold 73093492 shares of the company, accounting for 31.11% of the total share capital of the company, Mr. Zhang Shujiang, the person acting in concert, holds 28534495 shares of the company, accounting for 12.14% of the total share capital of the company. The specific shareholding is as follows:
Proportion of the actual controller and its consistent bank in the total share capital of the company
moving
Xing Xiuqing 0
Hongdacheng Co., Ltd. 4098279917.44%
Xing Zheng 3211069313.66%
Zhang Shujiang 2853449512.14%
Total 10162798743.25%
Note: any discrepancy between the total and the sum of the itemized values in the above table is caused by rounding.
Mr. Xing Xiuqing is the chairman of the company. Hongdacheng Co., Ltd. controlled by Mr. Xing Xiuqing and Mr. Xing Zheng jointly hold more than 30% of the actual disposable shares of the company, which has a significant impact on the general meeting of shareholders, the board of directors and major business decisions of the company. Therefore, the actual controller of the company is changed to Mr. Xing Xiuqing and Mr. Xing Zheng from May 23, 2022.
5、 Impact of change of actual controller on the company
The dissolution of the company’s shareholders’ concerted action relationship does not violate the provisions of the company law, the measures for the administration of the acquisition of listed companies and other relevant laws, regulations and normative documents; It will not lead to changes in the company’s main business and will not have an adverse impact on the company’s sustainable and stable operation; 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.
6、 Concluding observations of legal opinions
Beijing Jingtian Gongcheng law firm
