Securities code: 002662 stock abbreviation: Beijing Wkw Automotive Parts Co.Ltd(002662) Announcement No.: 2022-011 Beijing Wkw Automotive Parts Co.Ltd(002662)
As for the pre disclosure announcement on the expiration of the shareholders’ share reduction plan and the future share reduction plan, weikawei GmbH, 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:
1. Beijing Wkw Automotive Parts Co.Ltd(002662) (hereinafter referred to as “the company”, “the company” or ” Beijing Wkw Automotive Parts Co.Ltd(002662) “) received the notification letter on the expiration of the time interval of share reduction plan sent by weikawei Co., Ltd. (hereinafter referred to as “weikawei”), a shareholder holding more than 5% shares, on February 7, 2022. As of February 2, 2022, the duration of weikawei’s share reduction plan in Germany has expired. During the implementation of the share reduction plan, weikawei of Germany reduced a total of 2999999 shares of the company through centralized bidding, accounting for 2% of the total share capital of the company. After this reduction, weikawei of Germany held 273000087 shares of the company, accounting for 18.20% of the total share capital of the company, and remained the shareholder holding more than 5% of the company.
2. On February 7, 2022, the company received the notification letter of share reduction from weikawei, Germany. The shareholder weikawei, Germany, holds 273000087 shares of the company (accounting for 18.20% of the total share capital of the company). It plans to reduce the number of shares by centralized bidding within 180 days after 15 trading days from the date of disclosure of the prompt announcement, that is, not more than 30 million shares, that is, not more than 2% of the total share capital of the company; No more than 60 million shares were reduced through block trading, That is, not more than 4% of the total share capital of the company (within any 90 consecutive days, the number of shares reduced through centralized bidding transactions shall not exceed 15 million, i.e. not more than 1% of the total share capital of the company; the number of shares reduced through block transactions shall not exceed 30 million, i.e. not more than 2% of the total share capital of the company. If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, allotment of shares, the number of shares reduced and equity ratio during the planned reduction period) Adjust accordingly). 1、 Implementation of shareholders’ share reduction plan upon expiration
On July 15, 2021, the company published in Securities Daily and cninfo（ http://www.cn.info.com.cn. ）The pre disclosure announcement on the expiration of the shareholders’ share reduction plan and the future share reduction plan was disclosed. Weikawei, the shareholder of Germany, plans to reduce the number of shares by centralized bidding within 180 days after 15 trading days from the date of disclosure of the prompt announcement, which is no more than 30 million shares, that is, no more than 2% of the total share capital of the company; The number of shares reduced through block trading shall not exceed 60 million, that is, not more than 4% of the total share capital of the company. See the relevant announcement disclosed by the company (Announcement No.: 2021-029) for relevant contents.
On February 7, 2022, the company received the notification letter on the expiration of the time interval of the share reduction plan sent by the shareholder weikawei of Germany. After the expiration of the share reduction plan, weikawei of Germany reduced a total of 29999900 shares of the company through centralized bidding, accounting for 2% of the total share capital of the company. Now the specific situation is announced as follows:
（1） Shareholder reduction
1. Shareholders’ share reduction this time
Shareholding reduction mode shareholding reduction time average price shareholding reduction number of shares shareholding reduction proportion
Dong (yuan / share) (10000 shares) (%)
Germany Wei centralized bidding 2021.08.11 4.03 15.33 0.0102
20212.0596.051.08 centralized bidding
Centralized bidding 2021.08.23 3.90 150.00 0.1000
Centralized bidding 2021.08.24 4.02 220.75 0.1472
Centralized bidding 2021.09.14 3.98 20.00 0.0133
Centralized bidding 2021.09.30 3.43 60.00 0.0400
Centralized bidding 2021.10.08 3.48 273.609 0.1824
Centralized bidding 2021.10.12 3.85 670.95 0.4473
Centralized bidding 2021.11.09 4.01 15.3300 0.0102
Centralized bidding 2021.11.10 4.14 89.3600 0 0.0596
Centralized bidding 2021.11.23 4.31 10.0000 0.0067
Centralized bidding 2021.11.30 4.23 213.0700 0.1420
Centralized bidding 2021.12.03 4.28 22.9300 0.0153
Centralized bidding 2021.12.09 4.07 124.7500 0.0832
Centralized bidding 2021.12.13 4.38 20.0000 0.0133
Centralized bidding 2022.01.11 4.27 1004.5600 0.6697
Total 2999.999 2
Note: if the total amount in the above table is inconsistent with the mantissa of the sum of all itemized data, it is caused by rounding.
The source of the company’s shares held by weikawei Germany is the shares before the initial public offering. Weikawei Germany has not reduced its shares since the disclosure of the short form report on changes in equity on January 12, 2022.
2. Shareholding of shareholders before and after this reduction
Shares held by shareholders before this reduction and shares held after this reduction
Name share nature number of shares (shares) in total principal ratio number of shares (shares) in total principal ratio (%) case (%)
Total shares held by Germany: 30300077 20.20 273000087 18.20
Weika, including: shares with unlimited sales conditions 30300077 20.20 273000087 18.20
Wei limited sale condition shares 0
After this reduction, weikawei holds 273000087 shares of the company, accounting for 18.2% of the total share capital of the company, and is still the major shareholder of the company with more than 5%.
(II) other relevant instructions
1. The implementation of this share reduction plan complies with the relevant provisions of relevant laws, regulations and normative documents such as the securities law, the stock listing rules of Shenzhen Stock Exchange, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
2. The above share reduction of weikawei has been pre disclosed in accordance with relevant regulations. As of the disclosure date of this announcement, the actual reduction is consistent with the reduction plan in the pre disclosure announcement, and there is no breach of commitment.
3. The reduction of weikawei in Germany will not affect the company’s governance structure and sustainable operation, and has not led to the change of the company’s control right at present.
2、 Shareholders’ future reduction plan
On February 7, 2022, the company received the notification letter of share reduction from weikawei, Germany. The shareholder weikawei, Germany, holds 273000087 shares of the company (accounting for 18.20% of the total share capital of the company). It plans to reduce the number of shares by centralized bidding within 180 days after 15 trading days from the date of disclosure of the prompt announcement, that is, not more than 30 million shares, that is, not more than 2% of the total share capital of the company; No more than 60 million shares were reduced through block trading, That is, not more than 4% of the total share capital of the company (within any 90 consecutive days, the number of shares reduced through centralized bidding transactions shall not exceed 15 million, i.e. not more than 1% of the total share capital of the company; the number of shares reduced through block transactions shall not exceed 30 million, i.e. not more than 2% of the total share capital of the company. If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, allotment of shares, the number of shares reduced and equity ratio during the planned reduction period) Adjust accordingly). (I) basic information of shareholders
As of February 7, 2022, the shares of the company held by the shareholder weikawei of Germany are as follows:
Name of shareholder number of shares (shares) total number of shares held in the company total shares tradable shares with no sale conditions
Proportion of the company (%) (shares)
Weikawei, Germany 273000087 18.20 273000087
(II) main contents of this reduction plan
1. Reasons for reduction: self-development needs;
2. Source of share reduction: shares before initial public offering;
3. Reduction methods: centralized bidding and block trading;
4. Reduction period: within 180 days after 15 trading days from the date of disclosure of this suggestive announcement;
5. Reduction price: determined according to the market price;
6. Quantity and proportion of reduction: no more than 30 million shares are reduced through centralized bidding transactions, that is, no more than 2% of the total share capital of the company; No more than 60 million shares were reduced through block trading, That is, not more than 4% of the total share capital of the company (within any 90 consecutive days, the number of shares reduced through centralized bidding transactions shall not exceed 15 million, i.e. not more than 1% of the total share capital of the company; the number of shares reduced through block transactions shall not exceed 30 million, i.e. not more than 2% of the total share capital of the company. If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, allotment of shares, the number of shares reduced and equity ratio during the planned reduction period) Adjust accordingly).
(III) commitments on share reduction and related matters
1. At the time of the company’s initial public offering of shares, the shareholder weikawei of Germany made the following commitment of share restriction: “within 36 months from the date of listing of Beijing Wkw Automotive Parts Co.Ltd(002662) , it will not transfer or entrust others to manage the shares of Beijing Wkw Automotive Parts Co.Ltd(002662) held directly and indirectly by the enterprise before the initial public offering of Beijing Wkw Automotive Parts Co.Ltd(002662) , nor will Beijing Wkw Automotive Parts Co.Ltd(002662) repurchase this part of shares”.
2. The above commitments shall expire on March 9, 2015. Due to the failure of weikawi and its controlling shareholder weikawi group to fully fulfill the commitments and obligations in the letter of commitment to avoid horizontal competition and the market division agreement, the ban on the shares of the company held by weikawi failed to be lifted as scheduled. The company signed a settlement agreement with the company on matters such as sales restriction and lifting. Whereas weikawi and its controlling shareholder weikawi group have fulfilled relevant agreements in accordance with the settlement agreement, the restricted listing and circulation of its shares in the company were lifted on December 10, 2015 and December 22, 2016 respectively.
The company has performed the information disclosure according to law for the above-mentioned extended lock-in, sales restriction and lifting of the ban.
3. This reduction does not violate its commitment to restrict the sale of shares.
(IV) relevant instructions and risk tips
1. The implementation of this share reduction plan is uncertain. Weikawei will decide whether to implement this share reduction plan according to the market conditions and the company’s share price.
2. Weikawei of Germany promises to strictly abide by the securities law, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen stock exchange during the implementation of the reduction plan Fulfill the obligation of information disclosure in a timely manner 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 and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
3. The implementation of this reduction plan is uncertain and will not have a significant impact on the corporate governance structure and sustainable operation at present. After the implementation of the share reduction plan, the share proportion difference between major shareholders may expand, which may have a certain impact on the corporate governance structure. The company will make necessary information disclosure according to the implementation at that time.
3、 Documents for future reference
1. Notification letter on the expiration of the time interval of the share reduction plan issued by the shareholder;
2. Notification letter of share reduction issued by shareholders.
It is hereby announced.
Beijing Wkw Automotive Parts Co.Ltd(002662) board of directors February 8, 2022
