Securities code: 000425 securities abbreviation: Xcmg Construction Machinery Co.Ltd(000425) Announcement No.: 2022-8
Xcmg Construction Machinery Co.Ltd(000425)
Announcement on the completion of the implementation of the shareholders’ share reduction plan
The company’s shareholders Huzhou Taixi investment partnership (limited partnership) and Huzhou Taiyuan investment partnership (limited partnership) guarantee 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.
Xcmg Construction Machinery Co.Ltd(000425) (hereinafter referred to as Xcmg Construction Machinery Co.Ltd(000425) or the company) was published on August 2, 2021 in China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) The pre disclosure announcement on the reduction of shares held by more than 5% of shareholders (Announcement No.: 2021-55) was disclosed. The company’s shareholders Huzhou Taiyuan investment partnership (limited partnership) (hereinafter referred to as Taiyuan investment) and Huzhou Taixi investment partnership (limited partnership) (hereinafter referred to as Taixi investment) plan to reduce the company’s shares through block trading and centralized bidding trading within 6 months after 3 trading days from the date of the above announcement, with a total of no more than 457983636 shares, Not more than 5.85% of the total shares of the company. Among them, the reduction through block trading will be carried out after 3 trading days from the date of the above announcement, and the total number of shares reduced within any continuous 90 natural days shall not exceed 2% of the total number of shares of the company (if the reduction is carried out through block trading, the transferee shall not transfer its transferred shares within 6 months after the transfer); If the reduction is carried out through the centralized bidding trading of the stock exchange, it will be carried out 15 trading days after the date of the above announcement, and the total number of shares reduced for any consecutive 90 natural days shall not exceed 1% of the total number of shares of the company.
On September 8, 2021, the company disclosed the simplified equity change report. From August 5, 2021 to September 6, 2021, Taiyuan investment and Taixi investment reduced their holdings of 19680500 shares of the company through block transactions, accounting for 0.25% of the total share capital of the company, and reduced their holdings of 46619800 shares of the company through centralized bidding, accounting for 0.60% of the total share capital of the company. After this equity change, Taiyuan investment and Taixi investment jointly hold 391683336 shares of the company, accounting for 4.999989% of the total share capital of the listed company.
On November 4, 2021, more than half of the planned time for share reduction, the company received the notification letter on the progress of share reduction issued by Taiyuan investment and Taixi investment. From August 5, 2021 to November 4, 2021, Taiyuan investment and Taixi investment reduced a total of 50966100 shares of the company through block trading, accounting for 0.65% of the total share capital of the company, and reduced a total of 76569800 shares of the company through centralized bidding, accounting for 0.98% of the total share capital of the company. After this equity change, Taiyuan investment and Taixi investment jointly hold 330447736 shares of the company, accounting for 4.22% of the total share capital of the listed company. On November 5, 2021, the company disclosed the announcement on the progress of shareholders’ share reduction plan for more than half of the time (Announcement No.: 2021-88).
Up to now, the above reduction plan has been implemented. The company recently received the notification letter on the completion of the implementation of the share reduction plan issued by Taiyuan investment and Taixi investment. In accordance with several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies (CSRC announcement [2017] No. 9) and shareholders, directors and supervisors of Listed Companies in Shenzhen Stock Exchange
According to the detailed rules for the implementation of share reduction by senior managers and other relevant provisions, the implementation of the share reduction plan is hereby announced as follows:
1、 Shareholder reduction
(I) share reduction by shareholders
Average number of shares to be reduced during the reduction period (10000 shares) case range (%)
Centralized bidding transaction 2021.8.30-2 6.10 9124.70 1.16 5.91-7.18 021.12.27
Taiyuan investment block transaction 2021.8.10-2 5.95 8470.5815 1.08 5.44-6.95 022.1.21
Total – 6.03 17595.2815 2.25 5.44-7.18
Centralized bidding transaction 2021.8.23-2 6.79 6365.94 0.81 6.22-7.30 021.9.27
Taixi investment block transaction —–
Total – 6.79 6365.94 0.81 6.22-7.30
Centralized bidding transaction 2021.8.23-2 6.39 15490.64 1.98 5.91-7.30 021.12.27
Total block transactions 2021.8.10-2 5.95 8470.5815 1.08 5.44-6.95 022.1.21
Total – 6.23 23961.2215 3.06 5.44-7.30
The source of shares reduced by Taiyuan investment and Taixi investment through centralized bidding transaction is the non-public offering shares of XCMG machinery in 2018.
The cumulative reduction ratio of Taiyuan investment and Taixi investment since the company disclosed the short form report on changes in equity on September 8, 2021 is 2.21%.
(II) 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 (10000 shares) proportion in total share capital number of shares (10000 shares) proportion in total share capital (%) (%)
Shares held 32713.1169 4.18 15117.8354 1.93
Taiyuan, including: 32713.1169 4.18 15117.8354 1.93 investment in shares with unlimited sales conditions
Shares with limited sales conditions 0.00 0.00 0.00 0.00
Shares held 13085.2467 1.67 6719.3067 0.86
Taixi, including: 13085.2467 1.67 6719.3067 0.86 investment in shares with unlimited sales conditions
Shares with limited sales conditions 0.00 0.00 0.00 0.00
Total shares held 45798.3636 5.85 21837.1421 2.79
Including: 45798.3636 5.85 21837.1421 2.79 shares with unlimited sales conditions
Shares with limited sales conditions 0.00 0.00 0.00 0.00
2、 Other relevant instructions
1. The share reduction of Taiyuan investment and Taixi investment complies with the provisions of the securities law, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shenzhen Stock Exchange, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents.
2. The share reduction plan of Taiyuan investment and Taixi investment has been pre disclosed in accordance with relevant regulations. As of the disclosure date of this announcement, the share reduction plan has been fully implemented. The implementation is consistent with the previously disclosed share reduction plan, and the actual number of shares reduced does not exceed the planned number of shares. After the completion of this reduction plan, Taiyuan investment and Taixi investment are no longer shareholders holding more than 5% of the company’s shares.
3. Taiyuan investment and Taixi investment are not the controlling shareholders and actual controllers of the company. The implementation of their share reduction plan will not have an impact on the corporate governance structure and sustainable operation, and will not lead to the change of the company’s control.
4. The source of shares of Taiyuan investment and Taixi investment is the non-public offering of shares of the company. The subsequent reduction of shares still needs to be carried out in accordance with the provisions of some provisions on the reduction of shares by shareholders and directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents.
3、 Documents for future reference
1. Notification letter on completion of share reduction plan issued by Taiyuan investment and Taixi investment;
2. Other documents required by SZSE.
Xcmg Construction Machinery Co.Ltd(000425) board of directors
February 7, 2022