Securities code: 002989 securities abbreviation: Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) Announcement No.: 2022-006 Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Pre disclosure announcement on the reduction of shares held by shareholders holding more than 5%
Zhang an, a shareholder holding more than 5%, 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:
Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) (hereinafter referred to as “the company”) recently received the notification letter on share reduction plan issued by Mr. Zhang an, a shareholder holding more than 5%. Mr. Zhang an plans to reduce the total shares of the company through block trading within 6 months after 3 trading days from the date of disclosure of this announcement or through centralized bidding within 6 months after 15 trading days from the date of disclosure of this announcement, accounting for no more than 2.49 million shares, accounting for no more than 1.64465% of the total share capital of the company.
In accordance with the guidelines on self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, several provisions on share reduction of shareholders and directors, supervisors and senior managers of listed companies (CSRC [2017] No. 9), detailed rules for the implementation of share reduction of shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other relevant provisions, Relevant matters are hereby announced as follows:
1、 Basic information of shareholders
As of the date of this announcement, the shareholding of shareholders to be reduced is as follows:
Source of direct shareholding of shareholders in the total shares of the company
Name (10000 shares) share capital ratio
Shareholders holding more than 5% of shares and holding the post of IPO Zhang an 996 6.58%
Shares held by the company’s directors and general manager
2、 Main contents of this reduction plan
1. Reasons for reduction:
(1) Personal capital needs of shareholders;
(2) At present, the proportion of circulating shares in the total share capital of the company is 25%, which belongs to the lower limit of the rules. This reduction is beneficial to other major shareholders and the company to increase their holdings or repurchase at an appropriate time to safeguard the interests of investors.
2. Reduction period: within 6 months after 3 trading days from the date of announcement, and within any continuous 90 natural days, the total number of shares reduced through block trading shall not exceed 2% of the total share capital of the company; Within 6 months after 15 trading days from the date of announcement, and within any continuous 90 natural days, the total number of shares reduced through centralized bidding trading at the stock exchange shall not exceed 1% of the total share capital of the company.
3. Reduction methods: block trading and centralized bidding trading.
4. Reduction price range: determined according to the secondary market price at the time of reduction.
5. The number and proportion of share reduction are as follows: the total number of shares shall not exceed 2.49 million, accounting for no more than 1.64465% of the total share capital of the company. If the company has changes in shares during the planned reduction period, such as share distribution, conversion of capital reserve to share capital, share allotment and so on, the number of shares to be reduced will be adjusted accordingly (due to rounding, there is error in decimal point). 3、 Is the proposed reduction consistent with the commitments previously disclosed by relevant shareholders
The commitments made by the above shareholders in the company’s prospectus for initial public offering of A-Shares and the announcement on the listing of initial public offering of shares are as follows:
1. Commitments made in the prospectus
Zhang an, the shareholder of the company, promises that, except for the shares (if any) publicly offered by the company in accordance with relevant regulations at the time of listing, the shares of the issuer directly or indirectly held by the company will be voluntarily locked within 12 months from the date of listing and trading of the shares issued by the Issuer on the stock exchange, and will not be transferred or entrusted to others for management, Nor will the issuer repurchase its shares held directly or indirectly.
Zhang an, the shareholder of the company, promises to reduce the company’s shares in the following ways after the expiration of the lock-in period of the company’s shares: (1) conditions for reduction:
The shares of the company directly or indirectly held by me can be reduced only if the following conditions are met: 1. The promised lock-in period expires and there is no relevant situation that the lock-in period should be extended. If the lock-in period is extended, it will be postponed; 2. Strictly fulfill all public commitments made by the company in this initial public offering. If the public commitments are not fulfilled, the commitments must be fulfilled or the corresponding remedial measures must be implemented.
(2) Number and method of share reduction
Within 2 years after the company’s shares meet the conditions for reduction, I will decide the reduction according to the capital demand, and the cumulative number of shares reduced each year shall not exceed 25% of the total number of shares I directly and indirectly hold in the company. The reduction of my shares shall comply with the provisions of relevant laws, regulations and rules, and shall be conducted in the form of competitive trading in the secondary market, block trading, agreement transfer, etc.
(3) Price of reduced shares
If I reduce the company’s shares within 2 years after the company’s shares meet the reduction conditions, the reduction price shall be determined according to the secondary market price at that time.
(4) Procedures for share reduction
If I reduce the company’s shares within 2 years after the company’s shares meet the reduction conditions, I shall submit the explanation of the reduction reasons, reduction quantity and reduction plan to the company three trading days in advance, and the company shall make an announcement three trading days before the reduction.
(5) Binding measures for failure to fulfill commitments
I will strictly fulfill the above commitments. If I fail to fulfill the commitments, I will publicly explain the specific reasons for the failure to fulfill the commitments at the shareholders’ meeting of the issuer and apologize to the shareholders of the issuer and the public investors; If the company obtains the income from share reduction in violation of the share lock-in commitment, the income from share reduction after deducting taxes shall be transferred to the issuer free of charge; If the issuer pays cash dividends before all the proceeds from the reduction are paid to the issuer, the unpaid amount of proceeds can be directly deducted from the due cash dividends; The shares of the issuer held directly or indirectly shall not be transferred until all the proceeds from the reduction have been paid to the issuer. “
2. Commitments made in the listing announcement
The commitments made in the listing announcement are consistent with those made in the prospectus.
As of the date of this announcement, the above shareholders have strictly complied with relevant commitments, and the proposed reduction is consistent with the disclosed commitments.
4、 Relevant instructions and risks
1. Zhang an, a shareholder holding more than 5% of the company’s shares, will decide whether to implement the share reduction plan according to the market conditions and the company’s share price. There is uncertainty about the reduction time and price.
2. The share reduction plan is the normal reduction behavior of the above shareholders, which will not have a significant impact on the corporate governance structure and future sustainable operation, and will not lead to the change of the company’s control.
3. During the implementation of the above reduction plan, The company will urge relevant shareholders to strictly abide by the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board In accordance with the provisions of relevant laws, regulations and normative documents, such as several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, the company will earnestly fulfill the relevant information disclosure obligations.
5、 Documents for future reference
1. Notification letter on share reduction plan issued by shareholder Mr. Zhang an.
Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) board of directors
January 28, 2022
