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Securities code: 603666 Securities abbreviation: Yijiahe Announcement No.: 2024-022
Yijiahe Technology Co., Ltd
Indicative announcement on the expiration and termination of the Agreement on Persons Acting in Concert and changes in equity of the controlling shareholder and actual controller of the company
The Board of Directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents.
● This change in equity is due to the repurchase and cancellation of restricted stocks that do not meet the conditions for lifting restrictions in the 2019 restricted stock incentive plan by Yijiahe Technology Co., Ltd. (hereinafter referred to as "the Company"), the Company's implementation of 2020 equity distribution (capital reserve converted into capital stock), the shareholders Ms. Zhang Jing, Nanjing Ruibei Venture Capital Management Center (limited partnership) (hereinafter referred to as "Nanjing Ruibei") implemented the share reduction plan, the implementation and termination of the 2022 stock option and restricted stock incentive plan of the company, and the expiration and termination of the Person in Concert Agreement between the controlling shareholder and actual controller Ms. Zhu Fuyun and the shareholder Ms. Zhang Jing, resulting in the cumulative change in the equity of the controlling shareholder and actual controller Ms. Zhu Fuyun exceeding 5%.
● This equity change does not involve tender offer and will not lead to changes in the controlling shareholder and actual controller of the company. The controlling shareholder and actual controller of the company is still Ms. Zhu Fuyun. The above changes will not have a significant impact on the company's daily business activities.
Recently, the Company received the Notification Letter on Non renewal of the Agreement on Persons in Concerted Action and Equity Change from Ms. Zhu Fuyun, the controlling shareholder and the actual controller, and Ms. Zhang Jing, the shareholder. Both parties decided not to renew the Agreement on Persons in Concerted Action signed earlier after the expiration of June 11, 2024; On the same day, the Company received the Simple Equity Change Report issued by Ms. Zhu Fuyun, Nanjing Ruibei, Ms. Zhang Jing and Mr. Cheng Min (hereinafter referred to as the "Information Disclosure Obligor"). As a result of the termination of the relationship between Ms. Zhu Fuyun and Ms. Zhang Jing, the shares in which Ms. Zhu Fuyun has an interest have changed by more than 5% since the non-public offering of shares in 2021. The relevant information is hereby announced as follows:
1、 Basic information of information disclosure obligor
Ms. Zhu Fuyun serves as the executive partner of Nanjing Ruibei, the shareholder of the company, and the actual controller of Nanjing Ruibei; The shareholder Ms. Zhang Jing and the shareholder Mr. Cheng Min are husband and wife; Ms. Zhu Fuyun and Ms. Zhang Jing signed the Agreement on Persons Acting in Concert, which is valid until June 11, 2024.
2、 Signing and expiration of the Agreement of Persons Acting in Concert
Ms. Zhu Fuyun and the shareholder Ms. Zhang Jing signed the Agreement of Persons in Concert before the company's initial public offering and listing. The agreement is valid for 36 months from the date of the company's initial public offering and listing. The shares of the Company were listed on the Shanghai Stock Exchange on June 12, 2018. After the expiration of the original Agreement on Persons in Concert, Ms. Zhu Fuyun and Ms. Zhang Jing renewed the Agreement on Persons in Concert in July 2021, with the validity period from June 12, 2021 to June 11, 2024. For details, please refer to the Announcement on Renewal of the Agreement of Concerted Action between the Controlling Shareholder, the Actual Controller and the Persons acting in concert disclosed by the Company (Announcement No.: 2021-056).
During the period of validity of concerted action, Ms. Zhu Fuyun and Ms. Zhang Jing have both complied with the agreement on concerted action and relevant commitments, and there is no violation of the Agreement on Persons Acting in Concerted Action.
On June 11, 2024, the validity of the above-mentioned Agreement on Persons Acting in Concert will expire. After full communication, Ms. Zhu Fuyun and Ms. Zhang Jing decided not to renew the agreement after it expires on June 11, 2024, and both parties will terminate the relationship of acting in concert.
3、 Basic information of this equity change
（1） Changes in equity this time
In April 2021, the Company will privately issue 9130922 RMB ordinary shares (A-share). After this issuance, the total share capital of the Company will be 147769660 shares. The total number of shares held by the information disclosure obligor will be 73794000 shares, with a total shareholding ratio of 49.9385%.
In July 2021, because the company repurchased and cancelled 106400 shares that did not meet the conditions for lifting restrictions on sales in the first phase of the 2019 incentive plan, the total share capital of the company was reduced to 147663260 shares, the total number of shares held by information disclosure obligors remained unchanged, and the total shareholding ratio was passively increased to 49.9745%.
In July 2021, due to the implementation of equity distribution in 2020 and the conversion of capital reserve into share capital, the total share capital of the company increased to 206728564 shares, and the total number of shares held by information disclosure obligors increased to 103311600 shares, with the total shareholding ratio unchanged.
From November to December 2021, due to the implementation of the share reduction plan, Ms. Zhang Jing will reduce her total shares of the company by 2000000 shares, and the total number of shares held by the information disclosure obligor will be reduced to 101311600 shares, and the total shareholding ratio will be reduced to 49.0071%. For details, please refer to the Report on Simple Equity Change of Yijiahe Technology Co., Ltd., the Prompting Announcement on Equity Change of Shareholders Holding More than 5% of Shares to Less than 5% (Announcement No.: 2021-119) disclosed by the Company on November 25, 2021, and the Announcement on Results of Shareholders' Reduction of Shares (Announcement No.: 2021-127) disclosed on December 15, 2021.
In January 2022, due to the implementation of the share reduction plan, Nanjing Ruibei reduced 4134500 shares of the company in total, and the total number of shares held by the information disclosure obligor decreased to 97177100 shares, with the total shareholding ratio reduced to 47.0071%. For details, please refer to the "Indicative Announcement on Cumulative Changes in Shareholders' Equity Exceeding 1%" (Announcement No. 2022-014) disclosed by the Company on January 21, 2022, and the "Indicative Announcement on Cumulative Changes in Shareholders' Equity Exceeding 1%" (Announcement No. 2022-015) disclosed on January 22, 2022, Announcement on Early Termination of Share Reduction Plan and Results of Share Reduction by Shareholders with More than 5% of Shares (No. 2022-064) disclosed on May 18, 2022.
In February 2022, as the company repurchases and cancels 1781640 shares that do not meet the conditions for the second phase of the 2019 incentive plan to lift restrictions on sales, the total share capital of the company will be reduced to 206550400 shares, the total number of shares held by information disclosure obligors will remain unchanged, and the total shareholding ratio will be passively increased to 47.0476%.
In June 2022, as the company completed the granting and registration procedures of 1390300 restricted shares in the 2022 incentive plan, the total share capital of the company increased to 207940700 shares, the total number of shares held by information disclosure obligors remained unchanged, and the total shareholding ratio was passively diluted to 46.7331%.
In July 2023, as the company repurchases and cancels 1449884 restricted shares in the equity incentive plan [Note], the total share capital of the company will be reduced to 206490816 shares, the total number of shares held by the information disclosure obligor will remain unchanged, and the total shareholding ratio will be passively increased to 47.0612%.
(Note: According to the relevant provisions of the 2019 restricted stock incentive plan, the company repurchased and cancelled 595.84 million restricted shares that did not meet the conditions for lifting restrictions in the third phase of the 2019 incentive plan; According to the resolution of the 2022 annual general meeting of shareholders, the implementation of the 2022 stock option and restricted stock incentive plan was terminated, so 1390300 shares of restricted stock granted in the 2022 incentive plan were repurchased and cancelled. The Company will complete the repurchase and cancellation of the above-mentioned 1449884 restricted shares on July 13, 2023.)
In June 2024, the Agreement on Persons acting in concert signed by Ms. Zhu Fuyun and Ms. Zhang Jing will expire. After full communication, both parties decide not to renew the Agreement on Persons acting in concert after the expiration of June 11, 2024. After the relationship of concerted action between Ms. Zhang Jing and Ms. Zhu Fuyun is dissolved, the company shares held by Ms. Zhang Jing and her spouse, Mr. Cheng Min, will no longer be consolidated with Ms. Zhu Fuyun's equity.
（2） Shareholding of information disclosure obligors before and after this equity change
1. Before this equity change, the shareholding of the information disclosure obligor is as follows:
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Note: The shareholding ratio in the above table is calculated based on the total capital stock of 147769660 shares after the company completes the non-public offering of shares in April 2021; The tail difference of total shareholding ratio is caused by rounding, the same below.
2. After this equity change, the shareholding of the information disclosure obligor is as follows:
first group
■
Group II
■
To sum up, as of June 12, 2024, the Company's controlling shareholder and actual controller, Ms. Zhu Fuyun, and the enterprise under its actual control, Nanjing Ruibei, had a cumulative equity change ratio of -7.8887%; The cumulative equity change ratio of Ms. Zhang Jing and her spouse, Mr. Cheng Min, was -0.9574%.
This equity change has not resulted in the change of the controlling shareholder and actual controller of the company, and the controlling shareholder and actual controller of the company are still Ms. Zhu Fuyun.
3、 Other matters involved
1. This equity change does not involve tender offer, and the above changes will not have a significant impact on the company's daily business activities.
2. The information disclosure obligor has prepared the Simplified Equity Change Report of Yijiahe Technology Co., Ltd. according to the regulations. See the Simplified Equity Change Report of Yijiahe Technology Co., Ltd. disclosed by the company on the website of Shanghai Stock Exchange (www.sse. com. cn) on the same day for details.
It is hereby announced.
Board of Directors of Yijiahe Technology Co., Ltd
June 13, 2024
Yijiahe Technology Co., Ltd
Short Form Equity Change Report
Name of listed company: Yijiahe Technology Co., Ltd
Place of listing: Shanghai Stock Exchange
Stock abbreviation: Yijiahe
Stock code: 603666
Information disclosure obligor 1: Zhu Fuyun
Address: Yuhuatai District, Nanjing, Jiangsu Province
Mailing address: No. 5, Chuangshui, Yuhuatai District, Nanjing
Information disclosure obligor 2: Nanjing Ruibei Venture Capital Management Center (limited partnership)
Address: Room 820, Floor 8, North Building, No. 1, Xichun Road, Yuhuatai District, Nanjing
Mailing address: No. 5, Chuangshui, Yuhuatai District, Nanjing
Information disclosure obligor 3: Zhang Jing
Address: Yuhuatai District, Nanjing, Jiangsu Province
Mailing address: No. 5, Chuangshui, Yuhuatai District, Nanjing
Information disclosure obligor 4: Cheng Min
Address: Yuhuatai District, Nanjing, Jiangsu Province
Mailing address: No. 5, Chuangshui, Yuhuatai District, Nanjing
Nature of equity change: share decrease (equity change caused by repurchase and cancellation of restricted shares, equity distribution, share reduction of shareholders, termination of concerted action relationship, etc.)
Signing date: June 12, 2024
Statement of information disclosure obligor
1、 The information disclosure obligor has prepared this report in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Acquisition of Listed Companies, the Standards for the Contents and Forms of Information Disclosure by Companies that Offer Securities to the Public No. 15 - Equity Change Report (revised in 2020) and other relevant laws, regulations and normative documents.
2、 The information disclosure obligor has obtained necessary authorization and approval to sign this report, and its performance does not violate or conflict with any of the terms in the internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the Securities Law of the People's Republic of China and the Administrative Measures for the Acquisition of Listed Companies, this report has fully disclosed the changes in the shares of the information disclosure obligor in Yijiahe Technology Co., Ltd.
4、 As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or decreased the shares of Yijiahe Technology Co., Ltd. by any other means.
5、 This equity change is based on the information stated in this report. Except for the information disclosed in this report, the information disclosure obligor has not entrusted or authorized any other person to provide the information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that this report does not contain false records, misleading statements or major omissions, and assumes individual and joint legal liabilities for its authenticity, accuracy and integrity.
Section I Interpretation
In this report, unless otherwise specified, the following definitions are given in this report:
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Section II Introduction of Information Disclosure Obligor
1、 Basic information of information disclosure obligor
Information disclosure obligor 1:
Name: Zhu Fuyun
Gender: female
Nationality: China, no right of residence in other countries or regions
Mailing address: No. 5, Chuangshui, Yuhuatai District, Nanjing
Information disclosure obligor 2:
Enterprise name: Nanjing Ruibei Venture Capital Management Center (limited partnership)
Unified social credit code: 91320100339291492D
Registered address: Room 820, Floor 8, North Building, No. 1, Xichun Road, Yuhuatai District, Nanjing
Executive partner: Zhu Fuyun
Date of establishment: June 4, 2015
Partnership period: June 4, 2015 to June 3, 2045
Business scope: general projects: venture capital (limited to unlisted enterprises)
Information disclosure obligor 3:
Name: Zhang Jing
Gender: female
Nationality: China, no right of residence in other countries or regions
Mailing address: No. 5, Chuangshui, Yuhuatai District, Nanjing
Information disclosure obligor 4:
Name: Cheng Min
Gender: male
Nationality: China, no right of residence in other countries or regions
Mailing address: No. 5, Chuangshui, Yuhuatai District, Nanjing
2、 Description of the relationship between information disclosure obligors
1. Ms. Zhu Fuyun serves as the executive partner of Nanjing Ruibei and the actual controller of Nanjing Ruibei;
2. Ms. Zhang Jing and Mr. Cheng Min are husband and wife;
3. Ms. Zhu Fuyun and Ms. Zhang Jing signed the Agreement of Persons in Concert before the company's initial public offering and listing. The agreement is valid for 36 months from the date of the company's initial public offering and listing. The shares of the Company were listed on the Shanghai Stock Exchange on June 12, 2018. After the expiration of the original Agreement on Persons in Concert, Ms. Zhu Fuyun and Ms. Zhang Jing renewed the Agreement on Persons in Concert in July 2021, with the validity period from June 12, 2021 to June 11, 2024. After full communication, Ms. Zhu Fuyun and Ms. Zhang Jing decided not to renew the above-mentioned Agreement on Persons acting in concert after its expiration on June 11, 2024, and the two parties terminated the relationship of acting in concert.
3、 The information disclosure obligor holds and controls more than 5% of the issued shares of other domestic and overseas listed companies.
As of the issuing date of this report, Ms. Zhu Fuyun holds 29.70% of Yijiahe shares and Nanjing Ruibei holds 12.35% of Yijiahe shares; Ms. Zhang Jing holds 4.35% of Yijiahe shares, Mr. Cheng Min holds 0.66% of Yijiahe shares, and Ms. Zhang Jing and Mr. Cheng Min hold 5.01% of Yijiahe shares in total. In addition, the information disclosure obligor does not have shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the company's issued shares.
Section III Purpose of this equity change and shareholding plan
1、 Purpose of this equity change
This change in equity is due to the fact that the Agreement of Persons Acting in Concert signed by Ms. Zhu Fuyun and Ms. Zhang Jing will not be renewed after the expiration of June 11, 2024. After the relationship of the two parties acting in concert is terminated, the shares of the company held by Ms. Zhang Jing and her spouse, Mr. Cheng Min, will no longer be calculated in combination with Ms. Zhu Fuyun and the enterprise under her actual control, Nanjing Ruibei, As a result, the shares of Ms. Zhu Fuyun's equity have changed by more than 5% since the company's non-public offering of shares in 2021.
2、 Continue to increase or decrease its shares in the listed company in the next 12 months
As of the issuing date of this report, the information disclosure obligor has no plan to reduce or increase its shareholding in the listed company in the next 12 months. In the event of future changes in relevant rights and interests, the information disclosure obligor will perform its information disclosure obligations in strict accordance with relevant regulations.
Section IV Way of Equity Change
1、 Basic information on changes in the rights and interests of information disclosure obligors
In April 2021, the Company will privately issue 9130922 RMB ordinary shares (A-share). After this issuance, the total share capital of the Company will be 147769660 shares. The total number of shares held by the information disclosure obligor will be 73794000 shares, with a total shareholding ratio of 49.9385%.
In July 2021, because the company repurchased and cancelled 106400 shares that did not meet the conditions for lifting restrictions on sales in the first phase of the 2019 incentive plan, the total share capital of the company was reduced to 147663260 shares, the total number of shares held by information disclosure obligors remained unchanged, and the total shareholding ratio was passively increased to 49.9745%.
In July 2021, due to the implementation of equity distribution in 2020 and the conversion of capital reserve into share capital, the total share capital of the company increased to 206728564 shares, and the total number of shares held by information disclosure obligors increased to 103311600 shares, with the total shareholding ratio unchanged.
From November to December 2021, due to the implementation of the share reduction plan, Ms. Zhang Jing will reduce her total shares of the company by 2000000 shares, and the total number of shares held by the information disclosure obligor will be reduced to 101311600 shares, and the total shareholding ratio will be reduced to 49.0071%. For details, please refer to the Report on Simple Equity Change of Yijiahe Technology Co., Ltd., the Prompting Announcement on Equity Change of Shareholders Holding More than 5% of Shares to Less than 5% (Announcement No.: 2021-119) disclosed by the Company on November 25, 2021, and the Announcement on Results of Shareholders' Reduction of Shares (Announcement No.: 2021-127) disclosed on December 15, 2021.
In January 2022, due to the implementation of the share reduction plan, Nanjing Ruibei reduced 4134500 shares of the company in total, and the total number of shares held by the information disclosure obligor decreased to 97177100 shares, with the total shareholding ratio reduced to 47.0071%. For details, please refer to the "Indicative Announcement on Cumulative Changes in Shareholders' Equity Exceeding 1%" (Announcement No. 2022-014) disclosed by the Company on January 21, 2022, and the "Indicative Announcement on Cumulative Changes in Shareholders' Equity Exceeding 1%" (Announcement No. 2022-015) disclosed on January 22, 2022, Announcement on Early Termination of Share Reduction Plan and Results of Share Reduction by Shareholders with More than 5% of Shares (No. 2022-064) disclosed on May 18, 2022.
In February 2022, as the company repurchases and cancels 1781640 shares that do not meet the conditions for the second phase of the 2019 incentive plan to lift restrictions on sales, the total share capital of the company will be reduced to 206550400 shares, the total number of shares held by information disclosure obligors will remain unchanged, and the total shareholding ratio will be passively increased to 47.0476%.
In June 2022, as the company completed the granting and registration procedures of 1390300 restricted shares in the 2022 incentive plan, the total share capital of the company increased to 207940700 shares, the total number of shares held by information disclosure obligors remained unchanged, and the total shareholding ratio was passively diluted to 46.7331%.
In July 2023, as the company repurchases and cancels 1449884 restricted shares in the equity incentive plan [Note], the total share capital of the company will be reduced to 206490816 shares, the total number of shares held by the information disclosure obligor will remain unchanged, and the total shareholding ratio will be passively increased to 47.0612%.
(Note: According to the relevant provisions of the 2019 restricted stock incentive plan, the company repurchased and cancelled 595.84 million restricted shares that did not meet the conditions for lifting restrictions in the third phase of the 2019 incentive plan; According to the resolution of the 2022 annual general meeting of shareholders, the implementation of the 2022 stock option and restricted stock incentive plan was terminated, so 1390300 shares of restricted stock granted in the 2022 incentive plan were repurchased and cancelled. The Company will complete the repurchase and cancellation of the above-mentioned 1449884 restricted shares on July 13, 2023.)
In June 2024, the Agreement on Persons acting in concert signed by Ms. Zhu Fuyun and Ms. Zhang Jing will expire. After full communication, both parties decide not to renew the Agreement on Persons acting in concert after the expiration of June 11, 2024. After the relationship of concerted action between Ms. Zhang Jing and Ms. Zhu Fuyun is dissolved, the company shares held by Ms. Zhang Jing and her spouse, Mr. Cheng Min, will no longer be consolidated with Ms. Zhu Fuyun's equity.
2、 Changes in equity this time
1. Before this equity change, the shareholding of the information disclosure obligor is as follows:
■
Note: The shareholding ratio in the above table is calculated based on the total capital stock of 147769660 shares after the company completes the non-public offering of shares in April 2021; The tail difference of total shareholding ratio is caused by rounding, the same below.
2. After this equity change, the shareholding of the information disclosure obligor is as follows:
first group
■
Group II
■
To sum up, as of June 12, 2024, the Company's controlling shareholder and actual controller, Ms. Zhu Fuyun, and the enterprise under its actual control, Nanjing Ruibei, had a cumulative equity change ratio of -7.8887%; The cumulative equity change ratio of Ms. Zhang Jing and her spouse, Mr. Cheng Min, was -0.9574%.
This equity change has not resulted in the change of the controlling shareholder and actual controller of the company, and the controlling shareholder and actual controller of the company are still Ms. Zhu Fuyun.
3、 Restrictions on the rights of shares of listed companies held by information disclosure obligors
As of the signing date of this report, the pledge of the company's shares held by the information disclosure obligor is as follows:
Unit: share
■
In addition to the above rights restrictions, there are no other rights restrictions on the shares of the listed company held by the information disclosure obligor.
Section 5 Trading of shares of listed companies in the first six months
As of June 12, 2024, the information disclosure obligor has not bought or sold the company's shares in the first six months.
Section VI Other important matters
As of the disclosure date of this report, the information disclosure obligor has truthfully disclosed the relevant information of this equity change in accordance with the relevant provisions, and there is no other major information that the information disclosure obligor should disclose according to the applicable law and to avoid misunderstanding of the contents of this report.
Statement of information disclosure obligor
I promise that there is no false record, misleading statement or major omission in this report, and I will bear individual and joint legal liability for its authenticity, accuracy and integrity.
Information disclosure obligor: Zhu Fuyun
specific date
Statement of information disclosure obligor
We promise that there is no false record, misleading statement or major omission in this report, and we will assume individual and joint legal responsibility for its authenticity, accuracy and integrity.
Information disclosure obligor: Nanjing Ruibei Venture Capital Management Center (limited partnership)
specific date
Statement of information disclosure obligor
I promise that there is no false record, misleading statement or major omission in this report, and I will bear individual and joint legal liability for its authenticity, accuracy and integrity.
Information disclosure obligor: Zhang Jing
specific date
Statement of information disclosure obligor
I promise that there is no false record, misleading statement or major omission in this report, and I will bear individual and joint legal liability for its authenticity, accuracy and integrity.
Information disclosure obligor: Cheng Min
specific date
Documents for future reference
1、 Documents for future reference
（1） Identification documents of the information disclosure obligor;
（2） Simple Equity Change Report signed by the information disclosure obligor.
2、 Location for future reference
This report and the above-mentioned documents for future reference are located at the office of the listed company (No. 5, Chuangxinhua, Yuhuatai District, Nanjing) for future reference. Investors can also check the full text of this report on the website of Shanghai Stock Exchange (www.sse. com. cn).
Schedule
Short Form Equity Change Report
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Information disclosure obligor: Zhu Fuyun
specific date
Information disclosure obligor: Nanjing Ruibei Venture Capital Management Center (limited partnership)
specific date
Information disclosure obligor: Zhang Jing
specific date
Information disclosure obligor: Cheng Min
specific date
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