Securities code: 688519 securities abbreviation: Nanya New Material Technology Co.Ltd(688519) Announcement No.: 2022-006
Nanya New Material Technology Co.Ltd(688519)
Suggestive announcement on changes in shareholders’ equity of more than 5% of the company
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Special tips:
This equity change does not touch the tender offer.
This equity change will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it damage the interests of listed companies and other shareholders.
There is still uncertainty about whether the transfer of shares under this agreement can be finally completed. The company will continue to pay attention to the progress of relevant matters, urge both parties to complete the follow-up work in accordance with the requirements of relevant laws and regulations, and timely fulfill the obligation of information disclosure. Please pay attention to the investment risks.
Through this equity change, some directors, supervisors, senior managers and core technicians of the company hold the company’s shares indirectly by Xiamen Yaonan enterprise management partnership (limited partnership), which is converted to the fund they participate in, which does not constitute the increase or decrease of shares.
1、 Basic information of this equity change
Nanya New Material Technology Co.Ltd(688519) (hereinafter referred to as ” Nanya New Material Technology Co.Ltd(688519) “, “company” and “listed company”) disclosed the announcement on the plan of reducing shares held by more than 5% shareholders through centralized bidding (Announcement No.: 2021-066) on November 12, 2021, The share reduction plan of Suqian YAYING enterprise management partnership (limited partnership) (hereinafter referred to as “Suqian YAYING”), a shareholder holding more than 5%, has been pre disclosed. It is planned to reduce the shares by centralized bidding within six months after 15 trading days from the date of announcement of the reduction plan, and the reduction proportion shall not exceed 0.67% of the total share capital of the company.
On December 24, 2021, the company disclosed the announcement on the change of name and address of shareholders holding more than 5% (Announcement No. 2021-076), and the enterprise name of Suqian YAYING was changed to Xiamen Yaonan enterprise management partnership (limited partnership) (hereinafter referred to as “Xiamen Yaonan” or “Transferor”), Its main business premises were relocated to unit J, Room 204, No. 33, Dayuan Road, Siming District, Xiamen.
As of the disclosure date of this announcement, Xiamen Yaonan has reduced 1561321 shares of the company through centralized bidding transactions, accounting for
The proportion of the company’s total share capital reached 0.6661%. The details are as follows:
Shareholder name reduction method reduction time reduction average price reduction number of shares reduction proportion reduction source of shares
(yuan / share) (share)
Xiamen Yaonan centralized bidding 2021 / 12 / 03-49.80 1561321 0.6661% pre IPO restricted shares
2022/01/10
Total 1561321 0.6661%
On February 9, 2022, Xiamen Yaonan and Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng 1
Private equity investment fund (hereinafter referred to as “humon Qicheng No. 1 fund” or “Transferee”) signed the share transfer agreement
Through the agreement, Xiamen Yaonan transfers its unlimited tradable shares of the company to the transferee.
The details are as follows:
Number of shares transferred by transferor transferee transfer price total transfer price in total share capital
(share) (yuan / share) (yuan) ratio
Xiamen Yaonan Hengbang Qicheng No.1 fund 12430279 32.00 397768928.00 5.3030%
After the implementation of this share transfer agreement, the transferee will hold 12430279 shares of the company, accounting for 20% of the total share capital of the company
5.3030%。 The matters involved in this share transfer do not touch the tender offer, nor does it constitute a connected transaction.
Before and after this equity change, the shareholding changes of relevant shareholders are as follows:
Shareholding before this equity change shareholding after this equity change
Name of shareholder
Proportion of shares (shares) in total share capital proportion of shares (shares) in total share capital
Xiamen Yaonan 13030079 5.5589% 599800 0.2559%
Humon Qicheng No.1 fund 0.0000% 12430279 5.3030%
After the share transfer agreement, the company’s directors, senior managers and core technicians Zhang Dong and senior managers
Zhang Liu, senior management and core technical personnel Xi Kuidong, senior management personnel Bao Xinyang, senior management personnel Xie Rubo
Cui ronghua, the director, Hu Guangming, the senior manager, Chen Xiaodong, the supervisor and Su Junhua, the core technical personnel, were all approved by the original Xiamen Yao
The company’s shares indirectly held by Nannan are transferred to the company’s shares indirectly held by its participating Hengbang Qicheng No. 1 fund, as follows:
Indirect shareholding before this equity change indirect shareholding after this equity change
Name position indirect shareholding quantity indirect shareholding quantity
Proportion of shareholding platform (share) in total share capital proportion of shareholding platform (share) in total share capital
Directors and senior managers
Zhang Dongli’s staff, core Xiamen Yaonan 2317458 0.9887% Hengbang Qicheng No. 1 fund 2317458 0.9887% technical staff
Zhang Liu Senior Manager Xiamen Yaonan 1287477 0.5493% humon Qicheng No.1 fund 1287477 0.5493%
Senior Manager
Xi Kuidong member, core technology Xiamen Yaonan 827664 0.3531% Hengbang Qicheng No.1 fund 827664 0.3531% personnel
Bao Xinyang Senior Manager Xiamen Yaonan 715265 humon Qicheng No. 1 fund 705047 0.3008% 0.3051%
Xiamen Yaonan 10218 0.0044%
Xie Rubo Senior Manager Xiamen Yaonan 643738 0.2746% humon Qicheng No.1 fund 643738 0.2746%
Cui ronghua director Xiamen Yaonan 459813 0.1962% humon Qicheng No. 1 fund 459813 0.1962%
Hu Guangming Senior Manager Xiamen Yaonan 275888 0.1177% humon Qicheng No. 1 fund 275888 0.1177%
Chen Xiaodong supervisor Xiamen Yaonan 91963 0.0392% humon Qicheng No.1 fund 91963 0.0392%
Su Junhua core technician Xiamen Yaonan 183925 0.0785% humon Qicheng No.1 fund 183925 0.0785%
Total 6803191 2.9024%
Note: the discrepancy between the total number and the mantissa of the sum of the sub item values is caused by rounding and retaining four decimal places.
After the transfer of the share agreement, the directors, supervisors, senior managers and core technicians are involved in changing the holding of shares
The act of increasing or reducing shares does not constitute an increase or decrease in shares. The aforesaid persons will continue to abide by laws, regulations and other laws in the subsequent reduction of shares
Normative documents, and strictly fulfill their commitments.
2、 Basic information of relevant parties
(I) basic information of Transferor
Enterprise name: Xiamen Yaonan enterprise management partnership (limited partnership)
Registered address: unit J, Room 204, No. 33, Dayuan Road, Siming District, Xiamen
Executive partner: Zhang Dong
Unified social credit Code: 91330206ma28yyj31n
Date of establishment: April 10, 2017
Enterprise type: unincorporated commercial entity [limited partnership]
Operating period: April 10, 2017 to April 9, 2037
Business scope: general items: Enterprise Management (except for items subject to approval according to law, it shall be opened independently according to law with business license
(business activities)
(II) basic information of the transferee
Company name: Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment
fund
Unified social credit Code: 91440300ma5dbggl5r
Date of establishment: April 26, 2016
Enterprise type: limited liability company
Business scope: general business items are: entrusted asset management, investment management (not engaged in trust, financial asset management, securities asset management and other restricted items)
3、 Core content of share transfer agreement
Transferor: Xiamen Yaonan enterprise management partnership (limited partnership)
Transferee: Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund
(I) share transfer
The transferor agrees to transfer 12430279 shares of Nanya New Material Technology Co.Ltd(688519) non tradable shares (hereinafter referred to as “subject shares”) held by it to the transferee in accordance with the conditions specified in the equity transfer agreement, accounting for 5.3030% of the total share capital of the company. The transferee agrees to transfer the subject shares in accordance with the conditions stipulated in the equity transfer agreement.
(II) transfer price of subject shares
Both parties agree to transfer the equity at the price of 32.00 yuan / share, as follows:
Transferor transferee transferred shares transfer price total transfer amount
(share) (yuan / share) (yuan)
Xiamen Yaonan Hengbang Qicheng No.1 fund 12430279 32.00 397768928.00
(III) transfer of subject shares and payment of transfer funds
Both parties to the transfer shall handle the share delivery procedures as soon as possible and cooperate to complete the transfer of the subject shares to the transferee’s securities account. Within 30 natural days from the date of signing the equity transfer agreement, the transferee shall pay 50% of the equity transfer money to the bank account designated by the transferor, and the transferee shall pay all the remaining equity transfer money to the transferor within 90 natural days from the date of transferring all the subject shares to the transferee’s securities account. The transferor shall notify the transferee in writing of the collection account designated by the transferor. (IV) taxes and other
Both parties shall bear their own costs, statutory taxes, etc. arising from or related to their negotiation, signing or completion of this Agreement and all matters expected or related to this agreement.
4、 Relevant risk tips
This equity change will not lead to changes in the controlling shareholders and actual controllers of the listed company, nor will it damage the interests of the listed company and other shareholders.
This equity change complies with the administrative measures for the acquisition of listed companies, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange, relevant laws and regulations of Shanghai Stock Exchange Departmental rules and normative documents and the provisions of the Nanya New Material Technology Co.Ltd(688519) articles of association and the commitments made by the transferor and relevant directors, supervisors and senior executives.
According to the people’s Republic of China
