Securities code: 002916 securities abbreviation: Shennan Circuits Co.Ltd(002916) Announcement No.: 2022-006 Shennan Circuits Co.Ltd(002916)
Suggestive announcement on changes in shareholders’ equity of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shennan Circuits Co.Ltd(002916) (hereinafter referred to as “the company”) received the reply on approving Shennan Circuits Co.Ltd(002916) non-public development of shares (zjxk [2021] No. 4151) from China Securities Regulatory Commission on January 4, 2022, approving the company’s non-public offering of no more than 146762481 new shares. The company issued 23694480 RMB ordinary shares (A shares) in this non-public offering, and the total share capital of the company increased from 489208272 shares to 512902752 shares.
AVIC Industrial Investment Co., Ltd. (hereinafter referred to as “AVIC industrial investment”) participated in the subscription of this non-public offering and was allocated 1393792 shares. AVIC industrial investment and AVIC International Holding Co., Ltd. (hereinafter referred to as “AVIC international holding”) are enterprises controlled by China Aviation Industry Group Co., Ltd. (hereinafter referred to as “aviation industry group”), the actual controller of the company.
After this offering, the changes in the shareholding ratio of AVIC International Holdings and its persons acting in concert are as follows: 1. Basic information
Information disclosure obligor: AVIC International Holdings Co., Ltd
AVIC Industry Investment Co., Ltd
Address of AVIC center, No. 1018, Huafu Road, Huahang community, Huaqiangbei street, Futian District, Shenzhen 3901
Room 4216, 42F, AVIC capital building, No. 2, District 4, Wangjing Dongyuan, Chaoyang District, Beijing
Change time of Equity: February 24, 2022
Stock abbreviation Shennan Circuits Co.Ltd(002916) stock code 002916 SZ
Change type
(more √ less √ persons acting in concert √ none □
(optional)
Whether it is the largest shareholder or actual controller yes √ no □
2. Changes in equity this time
Type of shares (A shares, B shares, etc.) number of shares increased / decreased (10000 shares) proportion of increased / decreased shares (%)
AVIC International Holdings Limited: due to this
After the completion of the non-public offering of a shares, the total share capital of the company was passively diluted by 3.10%
The shareholding ratio is diluted
A-share AVIC Industry Investment Co., Ltd.: increased holdings by 0.27%
1393792 shares
A total of 1393792 shares were passively diluted by 2.83%
Centralized trading through stock exchange □
Block trading through stock exchange □
Others √ (please specify)
The way of equity change this time (mainly due to the change of the company’s total share capital after the listing of the company’s non-public offering of new shares is completed, the shareholding ratio of the company’s controlling shareholder AVIC International Holdings Co., Ltd. is diluted, At the same time, AVIC Industry Investment Co., Ltd., the person acting in concert of AVIC International Holdings Co., Ltd., participated in the subscription of the company’s non-public offering shares, and the proportion of shares held by the controlling shareholder and the person acting in concert of the company changed by more than 1%.
Own funds √ bank loans □
The capital source of this share increase is loans from other financial institutions □ shareholder investment □
(multiple choices are allowed) others □ (please specify)
Not involving the source of funds □
3. Shares of listed companies owned by investors and persons acting in concert before and after the change
Shares held before this change shares held after this change
Nature of shares proportion to total share capital proportion to total share capital number of shares (10000 shares) number of shares (10000 shares)
(%) (%)
Total shares held 32806.8670 67.06% 32946.2462 64.23%
Including: shares with unlimited sales conditions 32806.8670 67.06% 32806.8670 63.96%
Shares with limited sales conditions — 139.3792 0.27%
4. Implementation of commitments, plans, etc
Whether this change is performance yes □ no √
Commitment, intention and plan made. If yes, please explain the specific situation of commitment, intention and plan and the progress of implementation.
Is there any violation of the securities law and the income of Listed Companies in this change
Purchase management measures and other laws, yes □ no √
Administrative regulations and departmental rules. If yes, please explain the specific situation of violations, rectification plan and treatment measures. 5. Shares with restricted voting rights
According to Article 60 of the securities law, yes □ no √
Whether the provisions of Article 3 exist. If so, please explain the proportion of the corresponding number of shares in the share capital of the existing listed company. Explanation on the increase of shares held by more than 6.30% of the shares that are not allowed to exercise voting rights (if applicable) whether the increase complies with the acquisition of listed companies
Exemption from tender offer stipulated in the administrative measures yes √ no □
situation
On November 24, 2021, AVIC, the actual controller of the company, issued the letter of commitment of AVIC on matters related to non-public offering of shares by Shennan circuit Co., Ltd, For details, please refer to the announcement on non-public development bank stock related commitments published in the securities times and cninfo on November 26, 2021.
On July 30, 2021, AVIC industrial investment issued the letter of commitment on lock-in of subscription shares, promising:
The legal period of shareholders and their persons acting in concert shall not exceed 1 For the shares subscribed by the company for this non-public offering, the company will not transfer, transfer or agree to be enjoyed in part or in whole by other subjects in any way within 18 months from the date of issuing and reducing the commitment of the company’s shares. If the aforesaid locking arrangement is inconsistent with the latest regulatory opinions or regulatory requirements of the securities regulatory authority, it will be adjusted accordingly according to the regulatory opinions or regulatory requirements of the relevant securities regulatory authority.
2. After the end of this non-public offering, the company will also abide by the above lock-in period arrangement by increasing the shares held by the company due to bonus shares, capital reserve converted into share capital and other reasons. After the completion of the above share lock-up period, the reduction of the company will comply with the relevant provisions of the securities regulatory authorities such as the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
7. Documents for future reference 1. Details of shareholding changes of China Securities Depository and Clearing Co., Ltd. □
2. Relevant written commitment documents
3. Written opinions of lawyers □
4. Other documents required by SZSE □
It is hereby announced.
Shennan Circuits Co.Ltd(002916) board of directors
February 21, 2002
