Securities code: 688159 securities abbreviation: Shenzhen Neoway Technology Co.Ltd(688159) Announcement No.: 2022-006 Shenzhen Neoway Technology Co.Ltd(688159)
Suggestive announcement on the dissolution of the company's shareholders and related matters
The board of directors and all directors 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.
Shenzhen Neoway Technology Co.Ltd(688159) (hereinafter referred to as "the company") received the notice from the company's shareholder Shanghai fangzhongxing Software Technology Co., Ltd. (hereinafter referred to as "fangzhongxing") on January 28, 2022. Fang Zhongxing decided to dissolve and cancel the company through the resolution of the shareholders' meeting, and will apply to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for the non trading transfer of its shares in the company, The details are announced as follows:
1、 Basic information of dissolution and cancellation of shareholders
Fang Zhongxing, formerly known as Shenzhen fangzhixing Investment Co., Ltd., was established on January 30, 2013. The unified social credit code is 91440300062705858q. Its business scope is: general projects: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Development of artificial intelligence application software; Network and information security software development; Digital culture creative software development; Software outsourcing services; Information system integration service; Internet of things technology services; Data processing and storage support services; Wholesale of computer software and hardware; Software sales. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
As of the disclosure date of this announcement, Fang Zhongxing holds 8607450 tradable shares of the company, accounting for 9.3886% of the total share capital of the company. The above shares are not subject to any right restrictions such as pledge and freezing. Upon the resolution of the shareholders' meeting, Fang Zhongxing decided to dissolve and cancel Fang Zhongxing. The shares of the company held by Fang Zhongxing will be distributed by the shareholders according to their original shareholding ratio. The specific distribution is as follows:
In Fang Zhongxing, the corresponding company accounts for the total securities capital held by the company
Shareholder name shareholding ratio number of shares share capital ratio No. property code
(%) (shares) (%)
Tan Yanling 20.6061 1773655 1.9346 2 Wei Qiong 15.1350 1302737 1.4210 3 Zhang Zengguo 14.8150 1275194 1.3909 4 he jiangqiang 11.6659 1004137 1.0953 5 Nie nominal 6.7478 580814 0.6335 6 Chen Pengjin 5.9770 514467 0.561 2 7 Wang Zhengming 5.6806 488955 0.5333 8 Lin Shen 4.2694 688159 367486 0.4008 9 Wang Deqiang 1.5807 136058 0.1484 10 Huang Limin 1.0672 91859 0.1002 11 Zhao Rensong 0.9053 77923 0.0850 12 Guo Xianchao 0.7350 63265 0.0690 13 Zhu Fei 0.5250 45189 0.0493 14 Lin Wenshan 0.4725 40670 0.0444 15 Liao Dali 0.4725 40670 0 0.0444
16 Miao riping 0.4725 40670 0.044417 Wang Wei 0.4725 40670 0.044418 Che Xin 0.4725 40670 0.044419 Chen Juntao 0.4725 40670 0.044420 Wang Lei 0.4725 40670 0.044421 Liu Zhonghui 0.4725 40670 0.044422 Zhou Da Juan 0.4725 40670 0.044423 Tuo Xiaoli 0.4725 40670 0.044424 civil English 0.4725 40670 0.044425 Li Huixiang 0.4725 40670 0.044426 Jiang Linying 0.4200 36151 0.039427 Hu Huaying 0.2625 22595 0.024628 Zou Lizhi 0.2625 22595 0.024629 Li Qin 0.2625 22595 0.024630 Zhang liaofei 0.2625 22595 0.024631 Zheng Wenbin 0.2625 22595 0.024632 Xiao Zhiming 0.2625 22595 0.024633 Fang Fang 0.2625 22595 0.024634 he lailing 0.2625 22595 0.024635 Dong Liuting 0.2625 22595 0.024636 Liang Fen 0.2625 22595 0.024637 Mo Jianping 0.2625 22595 0.0246
38 Liu Yuhong 0.2625 22595 0.0246 39 Wang fanshu 0.2625 22595 0.0246 40 Liu Hui 0.2625 22595 0.0246 41 he Kaier 0.2100 18076 0.0197 42 Xu Jinsong 0.2100 18076 0.0197 43 pan linchao 0.0525 4519 0.0049 44 Cai Jijing 0.0525 4519 0.0049
Total 100 / 8607450 9.3886
2、 Other relevant instructions
1. After the company discloses this announcement, Fang Zhongxing will apply to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for handling the non trading transfer of its shares in the company.
2. Fang Zhongxing made the following commitments during the company's initial public offering:
(1) Share locking commitment: within 12 months from the date of listing of the company's shares, the company will not transfer or entrust others to manage the shares issued before the company's public offering of shares held by the company, nor will the company repurchase the shares issued before the company's public offering of shares held by the company.
(2) Commitment on reduction intention: after the company meets the above lock up period (including the extended lock up period), the total number of shares reduced by the company within 12 months after the expiration of the lock up period (including the extended lock up period) shall not exceed 50% of the number of shares held by the company after the lock up is lifted, and the reduction price shall not be lower than the issue price of the company. If the company has ex right and ex interest behaviors such as profit distribution or distribution of shares after listing, the base price of reduction shall be adjusted accordingly.
(3) The company will strictly abide by the relevant provisions of Chinese laws and regulations on shareholders' shareholding and share changes, and perform the obligations of shareholders in good faith. If the company reduces its shares in violation of the above commitments or mandatory provisions of the law, the company promises that the income from illegal reduction of its shares (hereinafter referred to as "illegal reduction income") will be owned by the company, and the lock up period of the remaining shares held by the company will be automatically extended for six months after the expiration of the original lock up period. If the company fails to hand over the illegal reduction income to the company, the company has the right to withhold the cash dividend payable to the company equal to the amount of the illegal reduction income that the company should hand over to the company. "
In addition to the above commitments, Fang Zhongxing made a voluntary commitment in January 2021:
"The company will not reduce its shares within 6 months from January 25, 2021. It will not transfer or entrust others to manage its shares, nor will it repurchase its shares. During the commitment period, the shares increased due to the company's bonus shares, share capital conversion, allotment and other reasons will also be locked in accordance with the above commitments."
As of the disclosure date of this announcement, Fang Zhongxing has strictly fulfilled the above commitments.
3. Among the participants in this securities transaction, the directors of the company, Mr. Zhang Zengguo, Ms. Wei Qiong, the supervisors, Mr. He jiangqiang, Ms. Huang Limin and the core technicians, Mr. Lin Shen, will strictly abide by the company law, the securities law and some provisions on the reduction of shares by shareholders of listed companies, directors and supervisors Relevant provisions on the trading of shares of directors, supervisors, senior managers and core technicians of Listed Companies in relevant laws, administrative regulations, departmental rules and normative documents such as the detailed rules for the implementation of share reduction of shareholders, directors, supervisors and senior managers of Listed Companies in Shanghai Stock Exchange and their respective commitments made during the initial public offering of shares.
4. This time, due to the dissolution of Fang Zhongxing, all shareholders who obtained the shares of the company through non transaction transfer promised to continue to fulfill various reduction requirements that Fang Zhongxing, as the major shareholder of the company, needs to comply with.
5. Fang Zhongxing is not the controlling shareholder and actual controller of the company. The non trading transfer of securities by Fang Zhongxing will not lead to the change of the company's control, nor will it affect the company's governance structure and sustainable operation.
7. This equity change still needs to go through the transfer registration formalities in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The company will continue to pay attention to the progress of relevant matters and fulfill the follow-up information disclosure obligations in time. Please pay attention to the investment risks.
It is hereby announced.
Shenzhen Neoway Technology Co.Ltd(688159) board of directors February 16, 2022
