Securities code: 601599 securities abbreviation: Zhewen Pictures Group Co.Ltd(601599) Announcement No.: 2022-004
Zhewen Pictures Group Co.Ltd(601599) announcement of shareholders’ share reduction plan
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records
Misleading statements or material omissions, and assume individual and joint responsibility for the authenticity, accuracy and completeness of their contents
Take responsibility.
Important content tips:
Basic information of shareholding of major shareholders
As of the disclosure date of this announcement, the shareholder Mr. Qian Wenlong held Zhewen Pictures Group Co.Ltd(601599) (below)
(hereinafter referred to as “the company”) 118923722 shares, accounting for 10.25% of the total share capital of the company, and the source of holding shares is the first share of the company
Shares acquired before this public offering.
Main contents of centralized bidding reduction plan
Mr. Qian Wenlong plans to conduct centralized bidding and block trading through the securities trading system (since this announcement)
Within 6 months after 15 trading days from the date of disclosure, through centralized bidding or 3 months from the date of disclosure of this announcement
Within 6 months after the first trading day, the shares of the company held by them shall be reduced through block trading) and the total shares of the company held by them shall not exceed
More than 3000000 shares, and the reduction ratio shall not exceed 0.26% of the total share capital of the company.
1、 Basic information of the reducing entity
Shareholder name shareholder identity shareholding number (shares) shareholding proportion current shareholding source
More than 5% is not obtained before IPO: Qian Wenlong 118923722 10.25%
One major shareholder: 118923722 shares
There are persons acting in concert with the above reduction subjects:
Name of shareholders number of shares (shares) shareholding ratio concerted action relationship formation reasons
Group 1 Qian Wenlong 118923722 10.25% Qian Wenlong, Miao Jinyi and Zhejiang
Zhejiang cultural industry investment 267817489 23.08% Zhejiang Cultural Industry Investment Group Co., Ltd. signed the voting rights agreement
Miao Jinyi 47499404 4.09% entrustment agreement, Qian wenlongxian
Students will hold listed companies
118923722 shares,
Mr. Miao Jinyi
Listed companies 47499404
Voting rights corresponding to independent shares
Home, free and irrevocable
Entrusted to Zhejiang cultural investment.
Total 434240615 37.42% –
The latest share reduction of major shareholders and their persons acting in concert and directors, supervisors and senior executives
Reduction quantity reduction price range early reduction plan
Shareholder name reduction proportion reduction period
(share) (yuan / share) disclosure date
Qian Wenlong 10000000 3.15% 2014 / 9 / 15 ~ 8-9 not applicable
2014/9/15
2、 Main contents of share reduction plan
Planned reduction
The planned reduction of shares is the bidding transaction of the reducing party. The proposed reduction of shares is the name of the original shareholder and the reasonable price of the reduction
Quantity (share) holding period share source
Proportional interval
Qian Wenlong no more than: no more than 3 / 10 / 2022 bidding price ~ 3000000 shares required to obtain their own funds before IPO in the market. More than: the price of 2022 / 9 / 9
0.26% easy to reduce holdings,
Not more than:
three million
thigh
Bulk delivery
Easy to reduce holdings,
Not more than:
three million
thigh
（1） Whether the relevant shareholders have other arrangements □ yes √ no
（2） Whether the major shareholders and the directors, supervisors and senior executives have previously made commitments on the shareholding ratio, number of shares held, shareholding period, reduction method, number of shares reduced, reduction price, etc. √ yes □ no
1. Mr. Qian Wenlong’s commitment to locking up the resources of the shares held when the company’s initial public offering and listing (1) Mr. Qian Wenlong promised in the company’s prospectus for initial public offering that he would not transfer or entrust others to manage the issuer’s shares held before the issuance within 36 months from the date of listing of the company’s shares, Nor will the issuer acquire its shares.
Commitment period: May 27, 2011 – May 26, 2014.
(2) Mr. Qian Wenlong promised in the company’s prospectus for initial public offering: “During the term of office of the company, the shares transferred each year shall not exceed 25% of the total shares of the company held by the company; the shares of the company held by the company shall not be transferred within six months after resignation; the number of shares of the company sold through listing and trading in the stock exchange within twelve months after declaration of resignation shall not exceed 50% of the total shares of the company.”
Commitment period: May 27, 2011 – within 12 months after leaving office for six months.
On June 24, 2020, at the first meeting of the Fifth Board of directors, the company deliberated and passed the proposal on appointing the honorary chairman of the company, and decided to appoint Mr. Qian Wenlong as the honorary chairman of the listed company, who no longer belongs to the directors, supervisors and senior managers of the listed company. As of the signing date of the simplified Equity Report on July 10, 2020, Mr. Qian Wenlong held 118923722 shares of the listed company, accounting for 13.32% of the total share capital of the listed company. He shall not transfer his shares of the listed company within six months after his resignation; The number of shares of a listed company sold through the stock exchange shall not exceed 59461861 within 12 months after the declaration of leaving office. (see the interim announcement: 2020-042 and the simplified equity change report (Qian Wenlong) issued on July 11, 2020 for details)
2. In 2018, some shareholders with more than 5% of the company’s shares and some directors, supervisors and senior executives promised not to reduce their holdings
On June 26, 2018, the company received the letter of commitment on not reducing the shares of Jiangsu Lugang Culture Co., Ltd, Mr. Qian Wenlong and other shareholders collectively promised: “from June 27, 2018 to December 26, 2018, they will not reduce their shares of the listed company in any way, including the shares generated by the conversion of capital reserve into share capital, distribution of stock dividends, allotment and additional issuance of shares of the listed company during the commitment period.” (see the company’s interim announcement: 2018-040 for details)
Commitment period: June 27, 2018 – December 26, 2018.
As of the date of this announcement, Mr. Qian Wenlong has strictly fulfilled the above commitments and has not violated the commitments. This reduction plan has not violated the relevant commitments.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
（3） There are no other matters required by the exchange. III. relevant risk tips (I) uncertain risks in the implementation of the reduction plan, such as the preconditions and restrictive conditions for the implementation of the plan and the specific circumstances in which the relevant conditions are achieved or eliminated
This reduction plan is carried out by the shareholder Mr. Qian Wenlong according to his own capital needs, and will not have a significant impact on the corporate governance structure and sustainable operation. Mr. Qian Wenlong will decide whether and how to implement the reduction plan according to the market conditions, the company’s share price and other factors. There is uncertainty about the amount and price of reduction. （2） Whether the implementation of the share reduction plan may lead to the risk of change in the control of the listed company □ yes √ no (III) other risk tips
The reduction plan complies with the relevant provisions of laws, regulations, departmental rules and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange, There is no circumstance in which the shares shall not be reduced. During the period of reducing the company’s shares according to the above plan, the company and its shareholder Mr. Qian Wenlong will strictly abide by relevant laws and regulations and the company’s rules and regulations, and timely fulfill the obligation of information disclosure. Please invest rationally.
It is hereby announced.
Zhewen Pictures Group Co.Ltd(601599) board of directors February 17, 2022
