Securities code: 003001 securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022-011 Zhongyan Technology Co.Ltd(003001)
On the reduction of shareholders holding more than 5% to less than 5%
Suggestive announcement of changes in equity (after update)
Shanghai Fosun high tech (Group) Co., Ltd., 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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. This equity change belongs to the share reduction plan that has been fulfilled and disclosed. It does not touch the tender offer and will not lead to changes in the controlling shareholder and actual controller of the company.
2. After this equity change, the proportion of shares held by Shanghai Fosun high tech (Group) Co., Ltd. decreased from 6.6619% to 4.9999%.
1、 Basic information of this equity change
On October 12, 2020, Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as “the company”) disclosed the listing notice of initial public offering of shares, in which Shanghai Fosun high tech (Group) Co., Ltd. (hereinafter referred to as “Fosun high tech”) held 6473744 shares of the company, accounting for 6.6619% of the total share capital of 97175312 shares after issuance.
On April 23, 2021, due to the completion of the first grant and listing of the company’s equity incentive restricted shares in 2021, the total share capital of the company increased by 1.21 million shares, and the total share capital of the company was changed to 98385312 shares. The number of shares held by Fosun high tech remained unchanged at 6473744 shares, accounting for 6.5800% of the total share capital (98385312 shares) at this time, and the shareholding ratio was passively diluted by 0.0819%.
On May 14, 2021, the company’s 2020 equity distribution plan was implemented, the registered capital of the company increased to 127537903 shares, and the number of shares held by Fosun high tech increased to 8391982 shares, accounting for 6.5800% of the company’s total share capital (127537903 shares), and the shareholding ratio remained unchanged.
On October 20, 2021, the company disclosed the announcement on pre disclosure of share reduction by shareholders holding more than 5% (Announcement No.: 2021-066). Fosun high tech, a shareholder holding more than 5%, plans to reduce its holding of no more than 7652200 shares of the company (accounting for 6% of the total share capital of the company) by means of centralized bidding transaction or block transaction. Among them, the reduction of the company’s shares by means of centralized bidding transaction will be carried out within 6 months after 15 trading days from the date when the company issues the pre disclosure announcement of the reduction, and the total number of shares reduced within any continuous 90 natural days shall not exceed 1% of the company’s total share capital; The reduction of the company’s shares by block trading will be carried out within 6 months after 3 trading days from the date when the company issues the pre disclosure announcement of the reduction, and the total number of shares to be reduced within any continuous 90 natural days shall not exceed 2% of the company’s total share capital (in case of share changes such as share bonus and conversion of capital reserve to share capital, the number of shares to be reduced mentioned above will be adjusted accordingly).
On November 20, 2021, the company received the notification letter on the implementation progress of the shareholding reduction plan of Shanghai Fosun high tech (Group) Co., Ltd. issued by Fosun high tech. From November 11 to November 19, 2021, Fosun high tech reduced 1275341 shares through centralized bidding, accounting for 1% of the total shares of the company. For details, please refer to the company’s website (www.cn. Info. Com. CN.) The announcement on the reduction of more than half of the number of shares held by shareholders holding more than 5% through centralized bidding transactions and the reduction proportion reaching 1% (Announcement No.: 2021-080) disclosed.
On January 27, 2022, the company received the Zhongyan Technology Co.Ltd(003001) simplified equity change report issued by Fosun high tech. Fosun high tech reduced 739800 shares of the company through block trading on January 27, 2022, accounting for 0.5801% of the total share capital of the company. After this equity change, Fosun high tech holds 6376841 shares of the company, accounting for 4.9999% of the total share capital of the company, and is no longer a shareholder holding more than 5% of the company.
2、 Basic information of information disclosure obligor
Company name: Shanghai Fosun high tech (Group) Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person from Hong Kong, Macao and Taiwan)
Address: room 206, No. 500, Caoyang Road, Shanghai
Legal representative: Chen Qiyu
Registered capital: 480 million yuan
Unified social credit Code: 91310000132233084g
Business scope: general items: entrusted by Fosun International Co., Ltd., its invested enterprises and its affiliated enterprises, it provides investment management and consulting services, marketing services, financial management services, technical support and research and development services, information services, staff training and management services Undertake shared services within the group and service outsourcing of overseas companies; Technology development and transfer in the computer field, and consulting services for related businesses; Import and export of goods or technologies (except those prohibited by the state or involving administrative examination and approval), hardware and electrical equipment, electromechanical equipment, mechanical equipment, communication equipment, electrical equipment, instruments and meters, refrigeration equipment, office supplies, sporting goods, textiles, clothing, watch glasses, craft gifts (except cultural relics), daily necessities, household appliances Sales of computer software, hardware and auxiliary equipment, furniture, electronic products, building materials, decorative materials, packaging materials and metal materials. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
3、 Shares held by shareholders before and after the equity change
Before this equity change, that is, on October 12, 2020, Fosun high tech held 6473744 shares of the company, accounting for 6.6619% of the total share capital (97175312 shares) of the company at that time; After this equity change, Fosun high tech holds 6376841 shares of the company’s tradable shares with unlimited sales conditions, accounting for 4.9999% of the company’s existing total share capital (127537903 shares), and the share change proportion is 1.6620%. Among them, the passive dilution proportion of shares caused by the company’s implementation of restricted equity incentive is 0.0819%, and the proportion is reduced by 1.5801% through centralized bidding and block trading.
4、 Other instructions
1. This equity change is consistent with the reduction plan and relevant commitments previously disclosed by Fosun high tech, and there is no violation of relevant laws and regulations such as the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, and some provisions on the reduction of shares by shareholders, directors, supervisors and senior executives of listed companies.
2. This equity change will not lead to changes in the controlling shareholder or actual controller of the company, and will not have a significant impact on the company’s governance structure and sustainable operation.
3. This equity change involves the disclosure of the equity change report by the information disclosure obligor. For details, the company posted it on cninfo.com.cn on the same day The Zhongyan Technology Co.Ltd(003001) simplified equity change report disclosed on the (Updated).
4. After this equity change, the proportion of shares held by Fosun high tech decreased to 4.9999%. As of the disclosure date of this announcement, Fosun hi tech’s share reduction plan has not been completed, and the possibility of continuing to reduce its shares in the company cannot be ruled out. The company will urge the shareholders to comply with the provisions of relevant laws and regulations and timely perform the obligation of information disclosure according to the subsequent shareholding changes of shareholders.
It is hereby announced.
Zhongyan Technology Co.Ltd(003001) board of directors February 9, 2022
