Securities code: 300475 securities abbreviation: Shannon Xinchuang Announcement No.: 2022-011 Shannon Xinchuang Technology Co., Ltd
Suggestive announcement on shareholders’ proposed transfer of shares by agreement
Information disclosure obligors: Mr. Liu Jun, Mr. Liu Xiang, Shenzhen Pingshi Asset Management Co., Ltd. (on behalf of “Pingshi fz3 hedge private securities investment fund”), Shenzhen Yansheng Asset Management Co., Ltd. (on behalf of “Yansheng strategy selected phase III private securities investment fund”) Zhuhai Hengqin changlehui Capital Management Co., Ltd. (on behalf of “changlehui capital exclusive No. 16 private securities investment fund”) guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor. Special tips:
1. January 24, 2022, Mr. Liu Jun, the shareholder of Shannon Xinchuang Technology Co., Ltd. (hereinafter referred to as “the company” and “listed company”) holding more than 5%, and Shenzhen Pingshi Asset Management Co., Ltd. (representing “Pingshi fz3 hedge private securities investment fund”, “Shenzhen Pingshi Asset Management Co., Ltd.” hereinafter referred to as “Pingshi assets” and “Pingshi fz3 hedge private securities investment fund” Hereinafter referred to as “Pingshi hedge”) has signed the share transfer agreement on Shannon Xinchuang Technology Co., Ltd. (hereinafter referred to as “agreement I”), and intends to transfer 24780000 shares of the company’s non tradable shares (accounting for 5.9% of the company’s total share capital) held by it to Pingshi assets (on behalf of “Pingshi hedge”) at the price of 20.81 yuan / share, The total amount is 515671800 yuan.
On the same day, Mr. Liu Xiang, a shareholder holding more than 5%, signed a contract with Shenzhen Yansheng Asset Management Co., Ltd. (on behalf of “Yansheng strategic selection phase III private securities investment fund”, “Shenzhen Yansheng Asset Management Co., Ltd.” hereinafter referred to as “Yansheng assets”, “Yansheng strategic selection phase III private securities investment fund” hereinafter referred to as “Yansheng phase III”) The share transfer agreement on Shannon Xinchuang Technology Co., Ltd. (hereinafter referred to as “agreement II”) intends to transfer its 21000000 shares of the company’s non tradable shares (accounting for 5.0% of the company’s total share capital) to Yansheng assets (representing “Yansheng phase III”) at the price of 20.81 yuan / share through agreement transfer, with a total amount of 437010000 yuan.
On the same day, Mr. Liu Xiang Mr. Liu Jun signed a contract with Zhuhai Hengqin changlehui Capital Management Co., Ltd. (on behalf of “changlehui capital exclusive No. 16 private securities investment fund”, “Zhuhai Hengqin changlehui Capital Management Co., Ltd.” hereinafter referred to as “changlehui capital”, “changlehui capital exclusive No. 16 private securities investment fund” hereinafter referred to as “changlehui No. 16”) According to the share transfer agreement of Shannon Xinchuang Technology Co., Ltd. (hereinafter referred to as “Agreement III”), it is proposed to transfer 18060000 shares (4.3% of the total share capital of the company) held by Shannon Xinchuang Technology Co., Ltd 6720000 shares (accounting for 1.6% of the total share capital of the company) and 24780000 shares (accounting for 5.9% of the total share capital of the company) were transferred to changlehui capital (representing “changlehui No. 16”) by agreement at the price of 20.81 yuan / share, with a total amount of 515671800 yuan.
After the transfer of ownership in the above agreement is completed, Pingshi assets (representing “Pingshi hedge”), Yansheng assets (representing “Yansheng phase III”) and changlehui capital (representing “changlehui No. 16”) will hold 5.9%, 5.0% and 5.9% of the shares of the company respectively. The above agreement shall come into force after being signed by all parties according to law. The above-mentioned agreement transfer still needs the compliance review of Shenzhen Stock Exchange and the share transfer registration formalities at China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “zhongdeng company”), which is subject to certain uncertainty.
2. The difference of share proportion in this announcement is caused by the difference of rounding balance.
On January 24, 2022, the company received the notice from the shareholders holding more than 5% shares, Mr. Liu Jun and Mr. Liu Xiang, as well as Pingshi assets, Yansheng assets and changlehui capital. Mr. Liu Jun and Mr. Liu Xiang planned to transfer 70560000 shares of the company’s non tradable shares (accounting for 16.8% of the company’s total share capital) through agreement transfer. Now the relevant matters are announced as follows:
1、 Summary of share transfer by agreement
On January 24, 2022, Mr. Liu Jun, a shareholder holding more than 5% shares, signed agreement I with Pingshi assets (representing “Pingshi hedge”), and planned to transfer 24780000 shares of the company’s non tradable shares (accounting for 5.9% of the company’s total share capital) held by him to Pingshi assets (representing “Pingshi fund”) at the price of 20.81 yuan / share, The total amount is 515671800 yuan.
On the same day, Mr. Liu Xiang, a shareholder holding more than 5% shares, signed agreement II with Yansheng assets (representing “Yansheng phase III”), and planned to transfer 21000000 shares of the company’s non tradable shares (accounting for 5.0% of the company’s total share capital) to Yansheng assets (representing “Yansheng phase III”) at the price of 20.81 yuan / share through agreement transfer, with a total amount of 437010000 yuan.
On the same day, the shareholders holding more than 5% shares, Mr. Liu Xiang and Mr. Liu Jun, signed the Agreement III with changlehui capital (on behalf of “changlehui No. 16”), and planned to aggregate 18060000 shares (accounting for 4.3% of the total share capital of the company) and 6720000 shares (accounting for 1.6% of the total share capital of the company) held by them respectively
24780000 shares (accounting for 5.9% of the total share capital of the company) were transferred by agreement at the price of 20.81 yuan / share
The total amount transferred to changlehui capital (representing “changlehui No. 16”) is 515671800 yuan. After the transfer of ownership in the above agreement is completed, Pingshi assets (representing “Pingshi hedge”) and Yansheng assets
(representing “Yansheng phase III”) and changlehui capital (representing “changlehui No. 16”) will hold 5.9%, 5.0% and 5.9% of the shares of the company respectively, and Liu Jun and Liu Xiang’s father and son will hold 13.55% of the shares of the company in total.
2、 Details of changes in equity transferred under this Agreement
The details of changes in equity transferred under this Agreement are as follows:
Before this share transfer, this share change. After this share transfer, the shareholder’s name, nature, number of shares (shares) in the total share increase (shares) decrease (shares) number of shares (shares) in the total share capital
Liu Jun unlimited sale of 43465253 10.35% 315000000 11965253 2.85% circulating shares
Liu Xiang unlimited sale of 84002904 20.00% 39060000 44942904 10.70% circulating shares
The transferor sells 127468157 30.35% 70560000 56908157 13.55% of the total outstanding shares without restriction
Pingshi assets
(representing unlimited sales of 0.2478 million, 247.8 million, 5.90% of “Pingshi against tradable shares”) Yansheng assets
(representing the unlimited sale of 0.21 million, 2.1 million, 5.00% of “Yansheng III outstanding shares period”) Changle Huizi
This (representing unlimited sale of 0 0 24780000 24780000 5.90% “changlehui tradable shares No. 16”)
3、 Introduction to the parties to the agreement transfer transaction
(I) transferor:
Agreement I transferor: Liu Jun
Agreement II transferor: Liu Xiang
The third transferor of the agreement: Liu Jun and Liu Xiang
Liu Jun and Liu Xiang are shareholders holding more than 5% of the company’s shares.
(II) transferee:
1. Transferee of agreement 1: Shenzhen Pingshi Asset Management Co., Ltd. (on behalf of “Pingshi fz3”)
Private equity investment fund “)
(1) Basic information
Company name: Shenzhen Pingshi Asset Management Co., Ltd
Enterprise type limited liability company
Address: 2203-b1, 22nd floor, humon land building, 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen, Guangdong Province
Legal representative: Yin Zhiping
Registered capital: 100 million yuan
Unified social credit code 91440300789218938u
Business scope asset management (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission)
Date of establishment: May 23, 2006
Major shareholders / promoters Yin Zhiping and Yin Guiping
(2) The equity structure is as follows:
(3) Actual controller
As of the disclosure date of this announcement, the actual controller of the information disclosure obligor is Mr. Yin Zhiping. The details of Mr. Yin Zhiping are as follows:
Name Gender nationality ID card information whether the long-term residence has obtained the right of residence in other countries or regions
Yin Zhiping, male, China 362401xxxxxx0003x, Shenzhen, China
(4) Main principals
As of the disclosure date of this announcement, the main person in charge of the information disclosure obligor is Mr. Yin Zhiping. The details of Mr. Yin Zhiping are as follows:
Name Gender nationality ID card information long-term residence whether the right of residence in other countries or regions
Yin Zhiping, male, 362401xxxxxx0003x, Shenzhen, China, is an executive director
(5) Basic information of Pingshi hedging
The basic information of contractual private equity securities investment funds initiated and established in accordance with the law of the people’s Republic of China, the Interim Measures for the supervision and administration of private investment funds and other relevant laws and regulations is as follows:
Fund Name: Pingshi fz3 hedge private equity investment fund
Filing Code: stl254
Filing time: December 16, 2021
Name of fund manager: Shenzhen Pingshi Asset Management Co., Ltd
Custodian name China Merchants Securities Co.Ltd(600999)
2. Transferee of agreement 2: Shenzhen Yansheng Asset Management Co., Ltd. (on behalf of “Yansheng strategy selection phase III private securities investment fund”)
(1) Basic information
Company name: Shenzhen Yansheng Asset Management Co., Ltd
Enterprise type limited liability company
Address: 4 / F, building 3, Xunmei science and Technology Plaza, No. 8, Keyuan Road, Nanshan District, Shenzhen, Guangdong
Legal representative: Huang Guozhu
The registered capital is 1052631575 yuan
Unified social credit code 91440300305901387w
Business scope entrusted asset management (excluding financial assets and other restricted items); Investment management; Investment consulting; Economic information consultation; Enterprise management consulting (excluding restricted items)
Date of establishment: June 5, 2014
Major shareholders / sponsors Huang Guozhu and Zhang you
(2) The equity structure is as follows:
(3) Actual controller
As of the disclosure date of this announcement, the actual controller of the information disclosure obligor is Zhang Yaonan. The details of Zhang Yaonan are as follows:
Name Gender nationality ID card information whether the long-term residence has obtained the right of residence in other countries or regions
Zhang Yaonan, male, China 230102xxxxxx1392, Shenzhen, China no
(4) Main principals
As of the disclosure date of this announcement, the main person in charge of the information disclosure obligor is Mr. Zhang you. The details of Mr. Zhang you are as follows:
Name Gender nationality ID card information whether long-term residence has obtained employment in other countries
