Securities code: 002795 securities abbreviation: Yorhe Fluid Intelligent Control Co.Ltd(002795) Announcement No.: 2022-009 Yorhe Fluid Intelligent Control Co.Ltd(002795)
Announcement on the postponement of the company’s controlling shareholder, actual controller, chairman and persons acting in concert to increase their shareholding plan
Cao Deli, the controlling shareholder, actual controller and chairman of the company, and Wu Yun and Yu Yaqun, who acted in concert, guarantee that the contents of the announcement are 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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Yorhe Fluid Intelligent Control Co.Ltd(002795) (hereinafter referred to as “the company”) recently received the statement on the extension of the share increase plan issued by Cao Deli, the controlling shareholder, the actual controller, the chairman and the persons acting in concert of the company, and held the 26th interim meeting of the Fourth Board of directors and the 22nd interim meeting of the Fourth Board of supervisors on February 7, 2022, The proposal on the extension of the company’s controlling shareholder, actual controller, chairman of the board of directors and persons acting in concert to increase their shareholding plan was deliberated and adopted. The details are as follows:
1、 Basic information of shareholding increase plan
On May 8, 2021, the company disclosed the announcement on the share increase plan of the company’s controlling shareholder, actual controller, chairman and persons acting in concert (Announcement No.: 2021-062, hereinafter referred to as the “share increase plan”). Cao Deli, the controlling shareholder, actual controller and chairman of the company, and Wu Yun and Yu Yaqun, the persons acting in concert, intend to increase their holdings of the company’s shares through centralized bidding trading within 6 months from the date of announcement of the above-mentioned shareholding increase plan. The main contents of the shareholding increase plan are as follows:
1. Purpose of share increase: Based on the high expectation of the company’s internal value, strategic planning and development prospects of tumor precision radiotherapy chain specialized hospitals, and in order to consolidate the control of listed companies, the share increase plan is implemented.
2. Number of shares increased: the number of shares increased shall not be less than 9 million shares and not more than 10 million shares. The funds required for the increase of holdings are self owned funds or self raised funds.
3. Price of additional shares: the price of additional shares is no more than 18 yuan / share. The plan of additional shares will be implemented according to the fluctuation of the company’s stock price and the overall trend of the capital market.
4. The implementation period of the shareholding increase plan: it shall be completed within 6 months from the date of announcement and disclosure. During the implementation of the share increase plan, if the trading of the company’s shares is suspended due to planning major events, the implementation of the share increase plan will be postponed after the resumption of trading. 5. This share increase will strictly comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on equity changes and stock trading of listed companies. Cao Deli and Wu Yun and Yu Yaqun, who acted in concert, promised not to increase their holdings in the window period of restricted buying, not in the insider information stage of major matters of the company, not in the insider information stage and sensitive period of other matters of the company, and not to conduct short-term trading. If there is any violation of the above behavior, I am willing to take the initiative to submit the proceeds of the illegal exchange to the board of directors of the company.
6. The way of increasing shares: centralized bidding transaction.
7. The shareholding increase subject in the shareholding increase plan will not be based on the specific identity of the shareholding increase subject. If the relevant identity is lost, the shareholding increase plan will continue to be implemented.
8. The share increase plan will be implemented in accordance with relevant laws and regulations and relevant provisions of Shenzhen Stock Exchange, and the shares of the company held by the company will not be reduced within the statutory lock-in period.
After deliberation and approval of the 21st extraordinary meeting of the 4th board of directors, the 17th extraordinary meeting of the 4th board of supervisors and the 4th extraordinary general meeting of shareholders in 2021, it is agreed to extend the performance period of the above share increase plan by 3 months, that is, the deadline for the implementation of the share increase plan is extended from November 8, 2021 to February 8, 2022. In addition, the number of shares and trading methods involved in this shareholding increase plan are consistent with the disclosed shareholding increase plan.
2、 Implementation of share increase plan
As of the disclosure date of this announcement, Cao Deli and his concerted actors Wu Yun and Yu Yaqun have increased their holdings of 422270 shares of the company through centralized bidding transactions, accounting for 2.02% of the current total share capital of the company and 46.92% of the lower limit of this increase plan. The cumulative increase amount is about 49.4935 million yuan.
3、 Reasons and arrangements for the extension of share increase plan
Due to fund-raising reasons, Cao Deli, the main body of the increase, and Yu Yaqun and Wu Yun, who acted in concert, expected that the share increase plan could not be completed within the original time limit. Cao Deli and the persons acting in concert are highly optimistic about the internal value of the company and the strategic planning and development prospect of tumor precision radiotherapy chain specialized hospital. In order to safeguard the interests of small and medium-sized investors, in line with the principle of good faith and trustworthiness, they will continue to implement the shareholding increase plan, and decide to extend the performance period of this shareholding increase plan by 6 months, That is, the deadline for the implementation of the shareholding increase plan will be changed from February 8, 2022
Extended until August 8, 2022. In addition, the number of shares and trading methods involved in this share increase plan are consistent with the contents of the above-mentioned share increase plan.
4、 Deliberation of the company on the extension of shareholding increase plan
(I) deliberations of the board of directors
At the 26th extraordinary meeting of the 4th board of directors held on February 7, 2022, the company deliberated and adopted the proposal on the extension of the company’s controlling shareholder, actual controller, chairman and persons acting in concert to increase their shareholding plan. When the board of directors considered this proposal, Cao Deli, chairman of the company, avoided voting, and the independent directors of the company expressed their independent opinions. This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation. (II) deliberation of the board of supervisors
The 22nd extraordinary meeting of the 4th board of supervisors held by the company on February 7, 2022 deliberated and adopted the proposal on the extension of the company’s controlling shareholder, actual controller, chairman and persons acting in concert to increase their shareholding plan.
The board of supervisors believes that the time adjustment of the shareholding increase plan has fulfilled the relevant deliberation procedures, has not violated the requirements of relevant laws, regulations and normative documents, and has not damaged the rights and interests of listed companies and other shareholders.
(III) opinions of independent directors
After review, the independent directors believe that: Cao Deli, the controlling shareholder, actual controller, chairman of the company and Wu Yun and Yu Yaqun, who acted in concert, applied for the extension of the share increase plan, which is conducive to ensuring the practical implementation of the share increase plan; Conducive to safeguarding the interests of the company and other shareholders; The deliberation and decision-making procedures of the matter comply with the requirements of relevant laws, regulations and normative documents. It is agreed to submit the relevant proposals of the matter to the general meeting of shareholders of the company for deliberation.
5、 Uncertainty risk of the implementation of the shareholding increase plan
The implementation of the share increase plan may be due to changes in the capital market (such as the company’s share price continues to exceed the price range disclosed in the share increase plan) and other factors, as well as the risk that the implementation of the share increase plan will be delayed or impossible due to the failure of the share increase funds to be in place in time. If the above-mentioned risk situations occur during the implementation of the shareholding increase plan, the company will timely perform the obligation of information disclosure.
6、 Other relevant instructions
1. This share increase complies with the company law, the securities law and other laws and regulations, departmental rules and the business rules of Shenzhen Stock Exchange.
2. The implementation of this share increase plan will not lead to the company’s equity distribution not meeting the listing conditions, will not affect the company’s listing status, and will not lead to changes in the company’s controlling shareholders and actual controllers.
3. The company will continue to pay attention to the relevant situation of its subsequent increase in shares of the company, and timely perform the obligation of information disclosure in accordance with relevant regulations.
7、 Documents for future reference
Cao Deli, the controlling shareholder, actual controller and chairman of the company, and Wu Yun and Yu Yaqun, who acted in concert, issued the statement on the extension of the share increase plan.
It is hereby announced.
Yorhe Fluid Intelligent Control Co.Ltd(002795) board of directors February 7, 2022
