Nanya New Material Technology Co.Ltd(688519)
Simplified equity change report (I)
Name of listed company: Nanya New Material Technology Co.Ltd(688519) place of stock listing: Shanghai Stock Exchange Stock abbreviation: Nanya New Material Technology Co.Ltd(688519) Stock Code: 688519 information disclosure obligor: Xiamen Yaonan enterprise management partnership (limited partnership) domicile / mailing address: unit J, Room 204, No. 33 Dayuan Road, Siming District, Xiamen nature of equity change: reduction of shares (change of share holding mode through agreement transfer) Signed on: February 9, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this report in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by public securities companies No. 15 – Report on changes in equity and relevant laws and regulations.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Nanya New Material Technology Co.Ltd(688519) . As of the signing date of this report, in addition to the information disclosed in this report, the information disclosure obligor reduced 1561321 shares of Nanya New Material Technology Co.Ltd(688519) shares through centralized bidding transaction from December 3, 2021 to January 10, 2022, accounting for 0.6661% of the total share capital of Nanya New Material Technology Co.Ltd(688519) .
4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and is legally liable for its authenticity, accuracy and completeness.
catalogue
interpretation…… Section 1 Introduction to information disclosure obligors Section II purpose of equity change and shareholding plan Section III equity change method Section IV trading of listed shares in the first six months Section V other major matters Section VI declaration of information disclosure obligor Section 7 documents for future reference 13 Schedule 1 fourteen
interpretation
In this report, unless the context specifies, the following abbreviations have the following meanings:
Company / listed company / Nanya New Material Technology Co.Ltd(688519) refers to Nanya New Material Technology Co.Ltd(688519)
Information disclosure obligor / Xiamen Yaonan refers to Xiamen Yaonan enterprise management partnership (limited partnership)
/Transferor
Suqian YAYING refers to Suqian YAYING enterprise management partnership (limited partnership)
Humon Qicheng No. 1 Fund / transferee refers to Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund
Equity change report / this report refers to Nanya New Material Technology Co.Ltd(688519) short form equity change report (I)
Xiamen Yaonan enterprise management partnership (limited partnership) transferred 12430279 Nanya New Material Technology Co.Ltd(688519) non tradable shares to Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – Heng. This equity change refers to the agreement of bangqicheng No. 1 private securities investment fund, The shares transferred under this agreement account for 5.3030% of the total share capital of the company.
Securities Law of the people’s Republic of China
Company Law refers to the company law of the people’s Republic of China
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Zhongdeng company refers to Shanghai Branch of China Securities Depository and Clearing Co., Ltd
Note: if there are differences in the mantissa between the sum of some total figures and each detailed figure in this report, these differences are caused by rounding.
1、 Basic information of information disclosure obligor
（1） Basic information
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
Contribution: RMB 31.5588 million
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, carry out business activities independently according to law with business license)
The predecessor of the information disclosure obligor was Suqian YAYING. Suqian YAYING completed the name change and relocation of the enterprise in December 2021. For details, please refer to the announcement on the name change and relocation of shareholders holding more than 5% shares (Announcement No. 2021-076) disclosed by the company on December 24, 2021.
(II) basic information of the principal of the information disclosure obligor
Name: Zhang Dong
Gender: Male
Nationality: Chinese nationality
Position: Nanya New Material Technology Co.Ltd(688519) director, senior management and core technical personnel
Long term residence: Jiading District, Shanghai
Whether to obtain the right of residence in other countries or regions: no
2、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the issuance date of this report, the information disclosure obligor has no shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section II purpose of equity change and shareholding plan
1、 Purpose of this equity change
Based on the needs of its own business development, the information disclosure obligor transfers part of its Nanya New Material Technology Co.Ltd(688519) shares through share agreement.
2、 Shareholding plan of information disclosure obligor in the next 12 months
On November 12, 2021, the company disclosed the announcement on the share reduction plan of more than 5% shareholders through centralized bidding (Announcement No.: 2021-066), pre disclosed the share reduction plan of the information disclosure obligor, and planned to reduce no more than 1580000 shares by centralized bidding within six months after 15 trading days from the date of the announcement of the share reduction plan, The reduction ratio shall not exceed 0.67% of the total share capital of the company.
In addition to the above reduction plan, the information disclosure obligor does not rule out continuing to increase or decrease the shares of the company according to the market conditions in accordance with relevant laws, regulations and regulatory provisions in the next 12 months.
In case of relevant equity changes, the information disclosure obligor will timely notify the listed company and timely perform the information disclosure obligations in strict accordance with the provisions of relevant laws and regulations.
Section III changes in equity
1、 Basic information on changes in rights and interests of information disclosure obligors
(I) before this equity change, the information disclosure obligor held 13030079 shares of the company, accounting for 5.5589% of the total share capital of the company.
(II) on February 9, 2022, Xiamen Yaonan signed the share transfer agreement with Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund. Xiamen Yaonan plans to transfer 12430279 shares of the company (accounting for 5.3030% of the total share capital of the company) to the transferee through agreement transfer, The total transfer price is 397768928.00 yuan.
The details are as follows:
Name of shareholder transfer method transfer price proportion of transferred shares in total share capital share source
Xiamen Yaonan agreed to transfer 12430279 shares of 32.00 yuan / share and 5.3030% of the restricted shares before the initial public offering
(III) 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 0.00% 12430279 5.3030%
2、 Main contents of the share transfer agreement
On February 9, 2022, Xiamen Yaonan signed the share transfer agreement with Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund, the main contents of which are as follows:
(I) agreement subject
Party A (transferor): Xiamen Yaonan enterprise management partnership (limited partnership)
Party B (transferee): Shenzhen Qianhai humon Zhaofeng Asset Management Co., Ltd. – humon Qicheng No. 1 private securities investment fund
(II) main terms of the agreement
1. Transfer of shares
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.
2. 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
3. Transfer of 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. 4. 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.
3、 Is there any other arrangement for this equity change
As of the signing date of this report, there are no other special conditions attached to this share transfer except those disclosed in this report. There are no other arrangements for the exercise of the voting rights of Nanya New Material Technology Co.Ltd(688519) shares, and there are no other arrangements for the remaining shares in which the transferor has an interest in Nanya New Material Technology Co.Ltd(688519) .
4、 The time and method of the change of shares in which the information disclosure obligor has an interest in the listed company due to the change of equity
(I) time of equity change
The time for the change of shares in which the information disclosure obligor has an interest in the listed company due to the transfer of shares agreement is the date when Xiamen Yaonan and Hengbang Qicheng No. 1 fund jointly complete the equity transfer registration procedures at the securities registration authority.
(II) method of equity change
The way of this equity change is agreement transfer.
5、 Approval procedures involved in this share transfer
The share transfer agreement still needs the compliance confirmation of Shanghai Stock Exchange and the transfer procedures in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
6、 Restrictions on the rights of shares held by the information disclosure obligor
As of the signing date of this report, the Nanya New Material Technology Co.Ltd(688519) shares held by the information disclosure obligor have no rights restrictions, including but not limited to the pledge and freezing of shares.
Section IV trading of listed shares in the first six months
Within six months from the date of signing this report, the information disclosure obligors bought and sold shares of the company as follows:
Shareholder name reduction method reduction time reduction average price reduction number of shares in total share capital reduction source of shares
