Securities code: 002503 securities abbreviation: Souyute Group Co.Ltd(002503) Announcement No.: 2022-010 convertible bond Code: 128100 convertible bond abbreviation: soute convertible bond
On the completion of the implementation of the previous passive reduction of shares by the controlling shareholder
And the pre disclosure announcement of subsequent passive reduction of shares
Mr. Ma Hong, the shareholder holding more than 5% shares, and Guangdong Xingyuan Investment Co., Ltd., the person acting in concert, guarantee that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor. Special note: Mr. Ma Hong, the controlling shareholder and actual controller who holds a total of 595220765 shares of the company (accounting for 19.24% of the total share capital of the company), and Guangdong Xingyuan Investment Co., Ltd., the person acting in concert, have the risk of compulsory liquidation due to breach of contract, and will continue to passively reduce their shares through centralized bidding trading and block trading. According to relevant laws and regulations, Mr. Ma Hong and Xingyuan investment shall passively reduce the shares of the company through centralized bidding trading within 90 days after 15 trading days from the date of announcement of the reduction plan. The reduction of shares shall not exceed 30928861 shares, and the reduction proportion shall not exceed 1% of the total share capital of the company; The passive reduction of shares of the company through block trading shall be carried out within 90 days from the date of announcement of the reduction plan. The reduction of shares shall not exceed 61857722 shares, and the reduction proportion shall not exceed 2% of the total share capital of the company.
Souyute Group Co.Ltd(002503) (hereinafter referred to as “the company”) received the notification letter on the completion of the implementation of the previous passive reduction of shares and the notification letter on the subsequent passive reduction of shares issued by Mr. Ma Hong, the controlling shareholder and actual controller of the company, and Guangdong Xingyuan Investment Co., Ltd. (hereinafter referred to as “Xingyuan investment”) on February 18, 2022, It is learned that the previous share reduction plan of Mr. Ma Hong and Xingyuan investment has been completed. At the same time, Mr. Ma Hong and Xingyuan investment have the risk of compulsory closing due to default in stock pledge financing or guarantee, and will continue to passively reduce their shares through centralized bidding trading and block trading. The details are as follows: I. the completion of the previous passive reduction of shareholders’ shares
On November 3, 2021, the company disclosed 2021-096: pre disclosure announcement on the completion of the implementation of the previous passive reduction of shares and the subsequent passive reduction of shares by the controlling shareholder, which is published on cninfo.com for details（ http://www.cn.info.com.cn. ）And relevant announcements on the securities times and other media.
After the disclosure of the above pre disclosure announcement of passive reduction, since November 22, 2021, Mr. Ma Hong and Xingyuan investment have passively reduced 30678192 shares of the company through centralized bidding, accounting for 0.99% of the total share capital of the company. The sources of shares are the shares held before the company’s initial public offering and their breeding shares. The details are as follows:
(I) details of shareholders’ previous passive reduction of shares
Shareholder reduction method reduction time reduction number of shares (shares) reduction average price reduction proportion name (yuan / share)
Ma Hong centralized bidding on November 22, 2021 2102802 1.510 0.07%
November 24, 2021 19605900 1.556 0.63%
Xingyuan centralized bidding on November 25, 2021 5304800 1.570 0.17%
Investment: November 26, 2021 2373990 1.583 0.08%
November 29, 2021 1290700 1.530 0.04%
Total 30678192 1.556 0.99%
Mr. Ma Hong and Xingyuan investment last disclosed the “simplified equity change report” on June 3, 2021. Since June 3, 2021, Mr. Ma Hong and Xingyuan investment have passively reduced 68236439 shares of the company, accounting for 2.21% of the total share capital of the company.
(II) Shareholding of shareholders before and after the previous passive reduction of shares
Shares held before change shares held after change
Name of shareholder nature of shares in total share capital in total share capital
Proportion of shares (%) proportion of shares (%)
Number of shares held: 562893918 18.20 560791116 18.13
Including: unlimited sales 13789356 0.45 140197779 4.53
Mahong conditional shares
Limited sales conditions 549104562 17.76 420593337 13.60
shares
Number of shares 63005039 2.04 34429649 1.11
Including: unlimited sales 63005039 2.04 34429649 1.11
Xingyuan investment conditions Co., Ltd
Limited sales condition 0
shares
Total number of shares held 625898957 20.24 595220765 19.24
Including: unlimited sales 76794395 2.48 174627428 5.65
Conditional shares
Limited sales conditions 549104562 17.76 420593337 13.60
shares
(III) pledge after the previous passive reduction of shareholders’ shares
The shares previously passively reduced by Mr. Ma Hong are all Pledged Shares. After the previous reduction, the pledge of Mr. Ma Hong and Xingyuan investment is as follows:
Number of shares held, proportion of shares held, number of Pledged Shares in total shares of the company
(share) (%) volume (share) (%) proportion (%)
Mahong 560791116 18.13 492143600 87.76 15.91
Xingyuan investment 34429649 1.11 23 million 66.80 0.74
Total 595220765 19.24 515143600 86.55 16.66
(IV) description of other relevant matters
1、 The above reduction complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the stock listing rules of Shenzhen Stock Exchange, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange And other normative documents, and there is no violation of the relevant commitments of shareholders on share locking and reduction.
2. As of the disclosure date of this announcement, the above reduction plan of Mr. Ma Hong and Xingyuan investment has been implemented, and the reduction method and quantity are consistent with the reduction plan.
3. Mr. Ma Hong is the actual controller of the company. The implementation of this share reduction will not change the control of the company, nor will it have a significant impact on corporate governance and sustainable operation.
2、 Pre disclosure of subsequent passive reduction of shares
Mr. Ma Hong and Xingyuan investment stock pledge financing or guarantee have the risk of compulsory closing due to default, and will continue to passively reduce their shares through centralized bidding trading and block trading. According to relevant laws and regulations, Mr. Ma Hong and Xingyuan investment shall passively reduce the shares of the company through centralized bidding trading within 90 days after 15 trading days from the date of announcement of the reduction plan. The reduction of shares shall not exceed 30928861 shares, and the reduction proportion shall not exceed 1% of the total share capital of the company; The passive reduction of shares of the company through block trading shall be carried out within 90 days from the date of announcement of the reduction plan. The reduction of shares shall not exceed 61857722 shares, and the reduction proportion shall not exceed 2% of the total share capital of the company.
(I) basic information of shareholders
As of the disclosure date of this announcement, the shareholding of the company’s controlling shareholder, actual controller Mr. Ma Hong and Xingyuan investment are as follows:
Name of shareholder number of shares (shares) shareholding ratio
Mahong 560791116 18.13%
Xingyuan investment 34429649 1.11%
Total 595220765 19.24%
(II) main contents of subsequent passive reduction of shares
1. Reducing shareholder: Mr. Ma Hong and his concerted action renxingyuan investment;
2. Source of shares: shares held by the company before the initial public offering of shares and their breeding shares;
3. Reasons for reduction: breach of stock pledge financing or guarantee;
4. Trading mode: it is proposed to reduce its holdings passively through centralized bidding and block trading;
5. Quantity and proportion of reduction: the passive reduction of shares of the company through centralized bidding trading shall not exceed 30928861 shares, and the reduction proportion shall not exceed 1% of the total share capital of the company; The passive reduction of shares of the company through block trading shall not exceed 61857722 shares, and the reduction proportion shall not exceed 2% of the total share capital of the company;
6. Reduction period: the passive reduction of the company’s shares through centralized bidding trading shall be carried out within 90 days after 15 trading days from the date of announcement of the reduction plan; Passive reduction of shares of the company through block trading shall be carried out within 90 days from the date of announcement of this reduction plan;
7. Reduction price: determined according to the market price at the time of reduction;
8. Commitments and performance of shareholders to be reduced this time:
Commitment subject commitment content commitment time commitment period performance
Company transferred annually during the term of office
The shares shall not exceed 25% of the total shares of the company held by him during his term of office in January 2010 and the commitment of Mr. Yan Mahong, and shall not be transferred within six months after his resignation on the 16th day of his resignation. Promise.
Company shares.
For six consecutive months since March 5, 2019, Mr. Yan Mahong, the promisor of March 3, 2019, has successively fulfilled the shares sold by Bi Xingyuan investment securities trading system through Shenzhen Stock Exchange within six months after March 5, 2019. The above commitments. 5% of the total shares of the company.
As of the disclosure date of this announcement, the reduction plan is consistent with the previously disclosed commitments, and there is no violation.
(III) description of other relevant matters and risk tips
1. This share reduction is a passive reduction. The reduction subject will decide how to implement this share reduction plan according to market conditions, the company’s share price and other factors. The company, Mr. Ma Hong and Xingyuan investment can’t control this reduction. There are uncertainties in this reduction plan, such as reduction time, reduction quantity, reduction price and whether the reduction is completed on schedule, There is uncertainty about whether the holdings can be reduced in accordance with the law.
2. The passive reduction of shares invested by Mr. Ma Hong and his co-operative renxingyuan will not affect the actual control of the company, change the actual controller of the company, and have a substantial impact on the production, operation and management of the company
