Lingnan Eco&Culture-Tourism Co.Ltd(002717) : pre disclosure announcement on senior management's share reduction plan

Securities code: 002717 securities abbreviation: Lingnan Eco&Culture-Tourism Co.Ltd(002717) Announcement No.: 2022-009

Lingnan Eco&Culture-Tourism Co.Ltd(002717)

Pre disclosure announcement on senior management's share reduction plan

Mr. Qin Guoquan, a senior manager of the company, 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:

January 27, 2022, Lingnan Eco&Culture-Tourism Co.Ltd(002717) (hereinafter referred to as "the company" and "the company")

The total share capital is 1684596482 shares. The board of directors of the company recently received the notification letter on the proposed reduction of shares of the company issued by Mr. Qin Guoquan. The details are as follows:

Shareholders and directors holding 6314502 shares of the company (accounting for 0.3748% of the total share capital of the company)

Mr. Qin Guoquan, a senior manager, plans to communicate within 6 months after 15 trading days from the date of disclosure of this announcement

Reduce the company's shares through centralized bidding and block trading, and the number of shares reduced shall not exceed 1578626 (accounting for 0.0937% of the total share capital of the company, which shall be subject to the data of unlimited tradable shares displayed by China Securities Depository and Clearing Co., Ltd., or there is difference due to rounding). The transferee of block trading shall not transfer its transferred shares within 6 months.

The relevant information is hereby announced as follows:

1、 Basic information of shareholders

Shareholding of shareholders who plan to reduce their holdings (as of the disclosure date of this announcement)

Number of shares held in the company's non tradable shares name of shareholder position number of shares held (shares)

Proportion of total share capital (shares)

Qin Guoquan, director and vice president 6314502 0.3748% 1578626

2、 Main contents of this reduction plan

Proposed reduction

Shareholders intend to reduce their holdings. The amount of shares to be reduced during the proposed reduction period accounts for the source holding price of the company's serial number shares

Number of reasons held by name (shares) total share capital bige

example

Obtained before the company's initial public offering

This announcement

Increased shares through the secondary market

By market 15 days from the date of exposure of centralized bidding

The shares obtained by individual capital shall be paid at a daily market price of no more than 1 Qin Guoquan or in bulk after being issued and listed

The shares of 1578626 obtained by means of equity distribution are 6 blocks after the exchange of 0.0937%

And acquisition of stock option incentive exercise

Within a month

Shares of.

Note: no reduction is allowed during the window period. If there are share bonus, conversion of capital reserve into shares, capital reduction and other shares during this period

In case of change, the quantity shall be adjusted accordingly.

3、 Commitments and performance of shareholders

Mr. Qin Guoquan's commitment and performance:

1. At the initial public offering of shares, Mr. Qin Guoquan promised:

(1) During his term of office, the issuer's shares transferred every year after the expiration of the lock-in period of the issuer's shares

Not more than 25% of the total shares of the issuer held by it; He will not transfer his office within six months after his resignation

Shares held by the issuer; He shall pass the certificate within 12 months after reporting to the stock exchange six months after leaving office

The proportion of the number of shares of the issuer sold by the stock exchange in the total number of shares of the issuer held by it shall not exceed

Over 50%.

(2) If the issuer's shares are transferred within two years after the expiration of the lock-in period of the issuer's shares, the transfer price

Not lower than the issuing price of the issuer's shares. If the company has ex rights and ex interests such as profit distribution or distribution of shares after listing

The above issue price is the price after ex rights and ex interest. The promisor will not be released due to job change, resignation and other reasons

Abandon this commitment. The commitment has been fulfilled.

2. According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - listed companies on the main board

Standardized operation) and reduction of shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange

According to the relevant provisions of the detailed rules for the implementation of shareholding, all directors and senior managers of the company promise to

The shares transferred in shall not exceed 25% of the total shares of the company held by him, and he shall continue to abide by this provision within the term of office determined at the time of taking office and within six months after the expiration of his term of office; Within half a year after his resignation, he shall not transfer his shares in the company.

As of the announcement date, Mr. Qin Guoquan has strictly fulfilled the above commitments. There is no violation of his relevant commitments in this share change. In the future, he will continue to strictly abide by the relevant provisions of the reduction rules and fulfill his commitments.

In the future, during the implementation of the reduction plan, Mr. Qin Guoquan will strictly abide by the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and some regulations on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies The detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other relevant laws and regulations.

4、 Relevant risk tips

1. There are certain uncertainties in the share reduction plan. Mr. Qin Guoquan will decide whether to implement the share reduction plan according to the market conditions and other circumstances, and the company will disclose the implementation progress of the share reduction plan according to the regulations. 2、 The share reduction plan does not violate the securities law, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board) Detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other relevant laws, regulations and normative documents; There is no violation of relevant commitments of shareholders.

3. During the implementation of the share reduction plan, the board of directors of the company will continue to urge Mr. Qin Guoquan to strictly abide by the provisions of corresponding laws and regulations, departmental rules, normative documents and relevant commitments made by him, and timely fulfill the obligation of information disclosure.

4. The implementation of this reduction plan will not lead to the change of the company's control.

Please invest rationally and pay attention to investment risks.

5、 Documents for future reference

1. Notification letter on the proposed reduction of shares of the company issued by Mr. Qin Guoquan.

Lingnan Eco&Culture-Tourism Co.Ltd(002717) board of directors January 29, 2022

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