Securities code: 002962 securities abbreviation: Hubei W-Olf Photoelectric Technology Co.Ltd(002962) Announcement No.: 2022-004 Hubei W-Olf Photoelectric Technology Co.Ltd(002962)
Pre disclosure announcement on the share reduction plan of shareholders holding more than 5%
Mr. Luo Hong, 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:
Mr. Luo Hong, a shareholder holding 25856160 shares of the company (accounting for 8.79% of the total share capital of the company), plans to reduce his holding of no more than 6464040 shares of the company (no more than 2.20% of the total share capital of the company) by means of centralized bidding or block trading within six months after 15 trading days from the date of disclosure of this announcement.
Hubei W-Olf Photoelectric Technology Co.Ltd(002962) (hereinafter referred to as “the company” and “the company”) has recently received the notification letter on the share reduction plan issued by Mr. Luo Hong, the shareholder holding more than 5% of the company. The relevant matters are hereby announced as follows:
1、 Basic information of shareholders
(I) name of shareholder: Luo Hong.
(II) total number of shares held by shareholders and proportion in the total share capital of the company: as of the disclosure date of this announcement, Mr. Luo Hong held 25856160 shares of the company, accounting for 8.79% of the total share capital of the company.
2、 Main contents of this reduction plan
(I) share reduction plan
1. Reason for reduction: personal capital demand
2. Source of shares: shares held by the company before its initial public offering (including shares increased accordingly due to the implementation of equity distribution by the company)
3. Number and proportion of shares to be reduced: no more than 6464040 shares of the company to be reduced, i.e. no more than 2.20% of the total share capital of the company. In case of dividend distribution, share distribution, conversion of capital reserve to share capital, capital reduction and share reduction during the reduction period, the number of shares to be reduced will be adjusted accordingly.
4. Reduction method: through centralized bidding and block trading.
5. Reduction period: within six months after 15 trading days from the date of disclosure of the reduction plan. If the shares are reduced through centralized bidding, the total number of shares reduced within any consecutive 90 natural days shall not exceed 1% of the total number of shares of the company; If the shares are reduced through block trading, the total number of shares reduced within any consecutive 90 natural days shall not exceed 2% of the total number of shares of the company.
6. When the price of the company’s shares is lower than that of the initial public offering and trading, it is not determined according to the price of the company’s shares at the time of the initial public offering. If, after the company’s initial public offering of shares, the company issues ex rights and ex interests such as cash dividends, shares, conversion of share capital and issuance of new shares, the above issuance price shall be adjusted accordingly.
(II) relevant commitments and performance
1. Mr. Luo Hong made a commitment at the initial public offering of the company: within 12 months from the date of listing of the issuer’s shares, he will not transfer or entrust others to manage the issuer’s shares directly and indirectly held by himself, nor will the issuer repurchase such shares; If the closing price of the issuer’s shares for 20 consecutive trading days is lower than the offering price of the issuer’s initial public offering within 6 months after listing, or the closing price at the end of 6 months after listing is lower than the offering price of the issuer’s initial public offering, the lock-in period of the issuer’s shares held by the issuer will be automatically extended for 6 months. During my tenure as a director and senior manager of the issuer, the shares of the issuer transferred each year shall not exceed 25% of the total shares of the issuer held directly or indirectly; Do not transfer the shares of the issuer held within half a year from the date of resignation. If I leave before the expiration of my term of office, I shall continue to abide by the above restrictive provisions within the term of office determined at the time of taking office and within 6 months after the expiration of my term of office. The above commitments have been fulfilled.
3. Mr. Luo Hong made a commitment at the time of the company’s initial public offering: if the shares he held before the issuer’s initial public offering are reduced within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price at the time of the issuer’s initial public offering; Within 2 years after the expiration of the lock-in period, the total number of shares held by the issuer shall not exceed 25% of the total number of shares held by the Japanese in the last transaction of the previous year; Before reducing the shares of the issuer, I shall make an announcement in advance in accordance with the relevant provisions and rules of the CSRC and the stock exchange, and perform the obligation of information disclosure in a timely and accurate manner in accordance with the relevant provisions and rules of the CSRC and the stock exchange. The above commitments are being strictly fulfilled.
As of the disclosure date of this announcement, Mr. Luo Hong has strictly fulfilled the above commitments, and the proposed reduction has not violated his commitments.
3、 Relevant risk tips
1. During the implementation of the above reduction plan, Mr. Luo Hong will strictly abide by the company law, 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 detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other relevant laws, regulations and normative documents.
2. Mr. Luo Hong will decide whether to implement or partially implement the share reduction plan according to his own situation, market environment and the company’s share price. There is uncertainty about the reduction time and price, as well as whether to implement it on schedule. The company will continue to pay attention to the implementation of the above shareholders’ share reduction plan and perform the obligation of information disclosure in strict accordance with relevant regulations.
3. Mr. Luo Hong is not the controlling shareholder or actual controller of the company. The implementation of this reduction plan will not lead to the change of the company’s control and will not have a significant impact on the company’s governance structure and sustainable operation. The shareholder’s share reduction plan belongs to his personal behavior, and the company’s production and operation are normal.
4、 Documents for future reference
1. Notification letter on share reduction plan issued by Mr. Luo Hong.
It is hereby announced.
Hubei W-Olf Photoelectric Technology Co.Ltd(002962) board of directors February 10, 2022
