Zhejiang Furun (600070): Received Inquiry Letter On Equity Transfer Of The Company

Zhejiang Furun (600070. SH) announced that on June 10, 2021, the company received the inquiry letter on matters related to equity transfer of Zhejiang Furun Digital Technology Co., Ltd. issued by the supervision department of listed companies of Shanghai Stock Exchange. The full text of the inquiry is as follows:

Zhejiang Furun Digital Technology Co., Ltd

On June 10, 2021, your company submitted an announcement saying that the controlling shareholder Furun Holding Group Co., Ltd. (Furun group) and Guoxin Huaxia Information System Group Co., Ltd. (Guoxin Huaxia) signed the framework agreement on share transfer. Furun Group intends to transfer 9% of the shares to Guoxin Huaxia and entrust no less than 5.24% voting rights after the relevant conditions are reached, At that time, the company's control will change. After the review of the above announcement, in accordance with Article 16.1 of the Listing Rules of the stock exchange and other relevant provisions, your company is requested to verify and disclose the following matters to the relevant parties.

1. The announcement disclosed that after Guoxin Huaxia coordinated and arranged the listed company to complete the introduction of strategic resources, Furun group entrusted Guoxin Huaxia with the voting right of no less than 5.24% of the total shares of the listed company according to the project situation. The company is requested to: (1) clarify the specific meaning of "coordinating and arranging listed companies to complete the introduction of strategic resources", the standards for the completion and the time limit requirements（ 2) Clarify the time limit of voting right entrustment, whether it can be revoked and the conditions for revocation（ 3) State whether there is consideration arrangement for voting right entrustment. If so, please disclose the specific agreement（ 4) Combined with the relevant arrangements of voting power entrustment, the risk is fully indicated.

2. According to the announcement, Furun Group intends to transfer 9% equity to Guoxin Huaxia, with a transaction price of 397 million yuan. The prerequisite for the above equity transfer is that Guoxin Huaxia has completed due diligence and is satisfied with the results, and has been approved by the competent authorities of both parties. The company is requested to make supplementary disclosure: (1) the specific purpose of the transfer funds of Furun group and whether it has plans to continue to reduce the shares of Listed Companies in the next 12 months（ 2) The approval procedures, due diligence schedule, expected due diligence result issuing time, etc. of the above equity transaction shall be fully indicated in combination with the actual situation.

3. According to the announcement, Guoxin Huaxia will hold no less than 14.24% of the voting rights after the completion of the transaction, and the total proportion of the voting rights held by Furun group and Huifeng venture capital, the person acting in concert, will be reduced to less than 10%. Therefore, it is considered that the control right of the company will change. Please explain whether the company's determination of the actual controller complies with the relevant provisions such as the administrative measures for the acquisition of listed companies and other relevant provisions, and whether the relevant transaction arrangements are conducive to maintaining the stability of the company's control power in combination with the shareholding ratio of all subsequent parties, the seats of the board of directors, personnel arrangement, and daily business decisions.