Gao Di Nan and Zheng Wei entered into a unanimous actor agreement on June 15, 2018, according to which Gao Di Nan and Zheng Wei have undertaken to vote unanimously on any resolution proposed at the board meeting and shareholders' meeting of the Company either by themselves or through any entity under their direct or indirect control and equity interest in the Company. According to the unanimous actor agreement, if Gao Di and Zheng Wei cannot reach an agreement, Gao Di will decide how to vote on behalf of himself and Zheng Wei.
Immediately before the termination of the consensus agreement, Gao Di-nan and Cheng Wei-Ke, through their controlled corporations Wanka Media Limited and Countryside Tech Inc respectively. Control 15.99% and 13.03% of the total issued shares of the company. As a result of the agreement of the concerted actors, they are able to control their respective equity interests in the company, so they jointly control a total of 29.02% of the total issued shares of the company.
Due toGao Di Nan and Zheng WeiThey intend to cease to be bound by the concerted parties agreement and enter into a deed of termination on 19 July 2023, which terminates the concerted parties agreement and the concerted action arrangements relating to the management company with effect from the date of the termination deed.
After the execution of the deed of terminationGao Di Nan and Zheng WeiIt is no longer deemed to have an interest in the shares of the respective company.
The board of directors of the company was awardedZheng Wei(major shareholders of the Company) informed that on 19 July 2023 and after the termination of the unanimous Actors Agreement, he sold 175 million shares of US $0.0000002 each of the Company to United Millennial TechLimited Partnership (the "Purchaser") through over-the-counter share transfers for a total consideration of HK $27 million, representing approximately 11.49% of the total issued share capital of the Company as at the date of the announcement.
The buyer is a limited partnership registered under the laws of the British Virgin Islands. ByGao DiannanThe wholly owned company Wanka Media Limited is the general partner of the buyer and the company owned by several members of the company management team is the limited partner of the buyer. Such members of the company's management team include the following individuals who are directors, senior management members or connected persons of the company, namely Nie Xin, Jiang Yu and Yu Dingyi, each of whom are executive directors of the company, and Zhang Zhen (chief information officer of the company). None of the limited partners holds 1/3 or more of the buyer's partnership interest. therefore,Gao DiannanWill be deemed to be interested in all the shares held by the buyer.
Immediately following the sale, (I)Zheng WeiyuThe number of shares in which the company is interested will be reduced from 198864500 shares (accounting for about 13.03% of the total issued share capital of the company as at the date of the announcement) to 23564500 shares (accounting for approximately 1.54% of the total issued share capital of the company as at the date of the announcement); (ii)Gao DiannanThe number of shares deemed to be interested in the company will increase from 243909300 shares (representing approximately 15.99% of the total issued share capital of the company as at the date of the announcement) to 419209300 shares (approximately 27.48% of the total issued share capital of the company as at the date of the announcement), including 175300000 shares held by United Millennial Tech Limited Partnership (approximately 11.49% of the total issued share capital of the company as at the date of the announcement).