Securities code: 002607 securities abbreviation: Offcn Education Technology Co.Ltd(002607) Announcement No.: 2022-016 Offcn Education Technology Co.Ltd(002607)
Suggestive announcement on the listing and circulation of some restricted shares
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.
Special tips:
1. The number of restricted shares lifted this time is 89117723, accounting for 1.4450% of the total share capital of the company.
2. The listing and circulation date of the restricted shares is Friday, February 11, 2022.
3. The lifting of restrictions on the sale of restricted shares is a routine information disclosure of the expiration of the restriction commitment period made by shareholders for such shares, and does not represent the reduction plan of shareholders for such shares.
1、 Shares issued by the company
On November 28, 2018, Offcn Education Technology Co.Ltd(002607) (hereinafter referred to as "the company") implemented a major asset restructuring, which was approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") in the reply on Approving the major asset restructuring of Yasha Automobile Co., Ltd. and issuing shares to purchase assets from Lu Zhongfang and others (zjxk [2018] No. 1972), After adjusting the number of shares issued through dividends, the company will pay dividends to Li Yongxin, Lu Zhongfang, Wang Zhendong, Zhang Yongsheng, Guo Shihong, Liu Bin, Yang Shaofeng, Zhang Zhengan, Beijing Aerospace Industry Investment Fund (limited partnership), Beijing Guangyin venture capital center (limited partnership) Beijing Jirui Kechuang Investment Center (limited partnership) (hereinafter referred to as "Jirui Kechuang") issued 5347063429 shares in total. These shares completed the share registration and custody procedures in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on January 23, 2019 and were listed on Shenzhen Stock Exchange on January 31, 2019, After the issuance, the total share capital of the company increased from 820335960 shares to 6167399389 shares.
As of the date of disclosure of this announcement, the total share capital of the company is 6167399389 shares, of which 4465608102 shares have not been lifted, and 89117723 shares have been lifted this time, accounting for 1.4450% of the total share capital of the company.
2、 Explanation on the performance of commitments and other matters of shareholders applying for lifting the restrictions on sales this time
(I) the main relevant commitments of the shareholders applying for the lifting of share restriction
1. Commitment letter on subscription of shares
Jirui Kechuang, the shareholder applying for lifting the restrictions on the sale of shares, made the following commitments:
"1. The shares of the listed company subscribed by the enterprise in this transaction shall not be transferred in any form or disposed of in other forms within 36 months from the listing date of such shares. If the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days within 6 months after the listing of such shares, or the closing price at the end of 6 months after the listing of such shares is lower than the issue price, the The lock up period of the consideration shares obtained through this transaction will be automatically extended for 6 months on the basis of the original lock up period. (if the listed company has ex rights and ex dividend matters such as dividend distribution, share distribution, conversion of share capital or allotment of shares during the above-mentioned period, the above-mentioned issue price shall be calculated based on the price adjusted by ex rights and ex rights and other factors). 2. The enterprise promises that if the transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, it will not transfer the shares of the listed company obtained in the transaction until the conclusion of the case investigation is clear.
3. After the completion date of this transaction, the company shall also abide by the above provisions for the increased shares held by the listed company due to share distribution, conversion to share capital and other reasons.
4. If the aforesaid lock-in period arrangement is inconsistent with the latest laws and regulations and the latest regulatory requirements of the securities regulatory authority, the enterprise agrees to implement it in accordance with the latest laws and regulations and the requirements of the regulatory authority.
5. After the lock-in period expires, it shall be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange. "
After verification, as of the disclosure date of this announcement, the above-mentioned commitment holders have strictly fulfilled their commitments, and there is no situation affecting the listing and circulation of restricted shares due to violation of relevant commitments.
(II) as of the disclosure date of this announcement, the shareholders applying for the lifting of share restrictions do not occupy the company's funds for non-profit purposes, and the company does not provide guarantees to the shareholders applying for the lifting of share restrictions. 3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the shares lifted this time is February 11, 2022 (Friday);
2. The number of restricted shares lifted this time is 89117723, accounting for 1.4450% of the total share capital of the company;
3. There is a total of one shareholder who lifted the restrictions on the sale of shares this time. The details are as follows:
This release
This release of restricted shares
Whether there is an order in the shares subject to restrictions on occupation and sale this time? Name of shareholders, number of shares held by limited sale shares, number of shares held by after-sales listing, number of shares (shares) of listed public pledge / frozen number (shares) (shares) Proportion of the company's total share capital settled and sold conditional shares
Proportion of shares (%)
（%）
Beijing Jirui Kechuang
1 investment center 89117723 89117723 89117723 4.9761% 1.4450% no
(limited partnership)
Total 89117723 89117723 89117723 4.9761% 1.4450%-
4、 The share capital structure of the company before and after the lifting of the restrictions on the sale of shares
Nature of shares shares shares before the lifting of restrictions on sale shares number of shares changed shares after the lifting of restrictions on sale shares
Quantity (shares) (shares) quantity (shares)
1、 Restricted tradable shares / non tradable shares 4465608102 - 89117723 4376490379
Through stock
Executive lock up shares 767222559 0 767222559
Restricted shares after IPO 3698385543 - 89117723 3609267820
2、 Non tradable shares 1701791287 89117723 1790909010
3、 Total share capital 6167399389 0 6167399389
5、 Verification opinions of the recommendation institution
After verification, the independent financial adviser believes that the listing and circulation of restricted shares meets the requirements of the public security law of the people's Republic of China
Administration of justice, measures for the administration of major asset restructuring of listed companies, Shenzhen Stock Exchange Stock Listing Rules, etc
Requirements of relevant laws, regulations and normative documents; The number of restricted shares released this time and the listing and circulation time are inconsistent
Comply with relevant laws, administrative regulations, departmental rules, relevant rules and shareholder commitments; As of the date of issuance of this verification opinion, Offcn Education Technology Co.Ltd(002607) the information disclosure related to the restricted shares is true, accurate and complete.
Independent financial adviser to Zhonggong
Education has no objection to the listing and circulation of restricted shares this time.
6、 Documents for future reference
1. Application for listing and circulation of restricted shares;
2. Application form for listing and circulation of restricted shares; 3. Statement of share capital structure and detailed data sheet of restricted shares; 4. Verification opinions of Huatai United Securities Co., Ltd. on the listing and circulation of Offcn Education Technology Co.Ltd(002607) some restricted shares. It is hereby announced
Offcn Education Technology Co.Ltd(002607) board of directors February 9, 2002
