Securities Announcement No.: 540022 {- 0022}
Announcement on pre disclosure of directors’ reduction of shares
The directors Mr. Song Weiming and Mr. Liu Zhongchi 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. Special tips:
Mr. Song Weimin, the director who holds 48052982 shares of the company (accounting for 2.6617% of the total share capital of the company) Mr. Liu Zhongchi, the director who holds 50671191 shares of the company (accounting for 2.8067% of the total share capital of the company), plans to reduce his holding of no more than 12000000 shares of the company (accounting for 0.6647% of the total share capital of the company) by means of centralized bidding within 6 months after 15 trading days from the date of announcement or block trading within 6 months after 3 trading days from the date of announcement No more than 12600000 shares (accounting for 0.6979% of the total share capital of the company).
1、 Basic information of shareholders
(I) name of shareholders: Song Weimin, Liu Zhongchi
(II) as of the disclosure date of this announcement, the director Mr. Song Weimin holds 48052982 shares of the company, accounting for 2.6617% of the total share capital of the company; Mr. Liu Zhongchi, the director, holds 50671191 shares of the company, accounting for 2.8067% of the total share capital of the company.
2、 Main contents of this reduction plan
(I) the reason for the proposed reduction, share source, quantity, method, proportion in the total share capital of the company, reduction period and price range
Number of shares reduced by shareholders in the period of reduction of total share capital of the company
The issuance of the company is subject to centralized bidding through the stock exchange
Where the shares and expenses are reduced by no more than the trading method, the
Song Weimin 12000, no more than 15 trading days from the date of announcement
Implemented within 6 months after cash purchase concentration of 0.6647%; If the capital is major or large, it shall be implemented within 6 months after the date of market demand restructuring and capital transaction within 3 delivery hours from the date of announcement. With the market price, the transfer of this reserve does not exceed the reduction time of the convertible, which will be determined by the directors. Liu Zhongchi increased his share capital by 12600, which did not exceed the relevant requirements and window for selling shares
Non public development of 000 shares, 0.6979% period, insider information management and other related issues
Line regulations.
(II) relevant commitments of directors Mr. Song Weimin and Mr. Liu Zhongchi
The directors Mr. Song Weimin and Mr. Liu Zhongchi promise that during their tenure as directors, supervisors or senior managers of the company, the shares transferred each year will not exceed 25% of the total shares of the company they hold; I will not transfer my shares of the company within half a year after my resignation.
As of the disclosure date of this announcement, the directors Mr. Song Weimin and Mr. Liu Zhongchi strictly abide by the relevant commitments previously disclosed, and the reduction is consistent with the commitments previously disclosed by the shareholders.
3、 Relevant risk tips
(I) uncertainty in the implementation of the share reduction plan: the directors, Mr. Song Weimin and Mr. Liu Zhongchi, will decide whether to implement the share reduction plan according to market conditions and other factors. The company will actively pay attention to the follow-up progress of the reduction of shares held by Mr. Song Weimin and Mr. Liu Zhongchi, and timely fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
(II) the company’s directors, Mr. Song Weimin and Mr. Liu Zhongchi, are not the controlling shareholders and actual controllers of the company. The implementation of this reduction plan will not bring the risk of change of the company’s control.
4、 Documents for future reference
1. Written documents of the directors on the reduction plan.
It is hereby announced.
China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) board of directors
February 9, 2022
