Securities code: 002931 securities abbreviation: Zhejiang Fenglong Electric Co.Ltd(002931) Announcement No.: 2022-014 bond Code: 128143 bond abbreviation: Fenglong convertible bond
Zhejiang Fenglong Electric Co.Ltd(002931)
Announcement on the expiration of the shareholding reduction plan of shareholders holding more than 5% and their persons acting in concert
Shaoxing Shangyu Weilong Technology Co., Ltd., a shareholder holding more than 5% shares, and Li Caixia, 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.
Zhejiang Fenglong Electric Co.Ltd(002931) (hereinafter referred to as "the company" or "the company") was published on August 18, 2021 in China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN), the designated information disclosure media of the company The announcement on pre disclosure of share reduction plans of some directors, supervisors, senior managers, shareholders holding more than 5% shares and persons acting in concert (Announcement No.: 2021-093) was disclosed. Among them, Shaoxing Shangyu Weilong Technology Co., Ltd. (hereinafter referred to as "Weilong technology") holds 14765318 shares of the company (accounting for 7.42% of the total share capital of the company) Li Caixia, the shareholder holding 4032000 shares of the company (accounting for 2.03% of the total share capital of the company), plans to reduce the shares by centralized bidding within 6 months after 3 trading days from the date of disclosure of this announcement (i.e. from August 24, 2021 to February 18, 2022, of which the reduction of shares by centralized bidding transaction will be carried out 15 trading days from the date of announcement) The shares of the company shall be reduced by means of centralized bidding transaction and block transaction respectively, with no more than 3691329 shares (accounting for 1.85% of the total share capital of the company) and 1950000 shares (accounting for 0.98% of the total share capital of the company).
On November 11, 2021, the company disclosed the announcement on the reduction of more than half of the number of shareholders holding more than 5% and the change of shareholding ratio of more than 1% (Announcement No.: 2021-113), and on November 23, 2021, the announcement on the reduction of more than half of the planned time of shareholders holding more than 5% and their persons acting in concert (Announcement No.:
Recently, the company received the notice on the expiration of the share reduction plan issued by Weilong technology and Li Caixia
Notification letter ", as of the closing of the market on February 18, 2022, the duration of the reduction plan of Weilong technology and Li Caixia has expired
Upon expiration, the specific conditions are hereby announced as follows:
1、 Relevant information of this reduction
1. Share reduction by shareholders
As of the closing of the market on February 18, 2022, the reduction progress of Weilong technology and Li Caixia is as follows:
Name of shareholder: average price of reduction of holdings the number of shares reduced accounts for the price of reduction
Share source proportion (%) (yuan / share) of the latest total share capital range during the stated reduction period (yuan / share)
September 7, 2021
Transaction 12.800 1500000.7532 12.800
Weilong centralized competition: November 3, 2021 13.542-16 The company's first technology price transaction - 14.479 1574300 0.7905 400 public offering on February 18, 2022
Subtotal - 3074300 1.5438 - former shares and
Centralized bidding: on November 15, 2021, its share transfer was 15.788 60000 0.0301 15.230-16.00 share
Li Caixia price transaction - November 24, 2021 380
Subtotal -- 60000.0301-
2. Shareholding of shareholders before and after this reduction
Shares held before this reduction and shares held after this reduction
Shareholder name share nature in the latest total share capital ratio in the latest total share capital ratio number of shares (shares) cases (%) number of shares (shares) cases (%)
Total shares held 14765318 7.4145 11691018 5.8707
Weilong technology, including: shares with unlimited sales conditions 14765318 7.4145 11691018 5.8707
Shares with limited sale conditions 0.0000 0.0000
Total shares held 4032000 2.0247 3972000 1.9946
Li Caixia, including: shares with unlimited sales conditions 4032000 2.0247 3972000 1.9946
Shares with limited sale conditions 0.0000 0.0000
Note 1: if the total is inconsistent with the mantissa of the sum of all itemized data, it is caused by rounding.
Note 2: as the company's convertible bonds enter the stock conversion period, some convertible bond holders convert their convertible bonds into shares of the company,
As of the closing of the market on February 18, 2022, the latest total share capital has increased to 199140144 shares.
2、 Other instructions
1. The reduction complies with relevant laws, regulations and rules, such as the securities law, the measures for the administration of the acquisition of listed companies, the guidelines for the standardized operation of listed companies 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 Business rules.
2. This reduction is consistent with the disclosed reduction plan.
3. Weilong technology and Li Caixia promised in the company's prospectus for initial public offering and announcement on listing of initial public offering:
Within 36 months from the date when the company's shares are listed and traded on the stock exchange, the company shall not transfer or entrust others to manage the company's shares directly or indirectly held by it, nor shall the company repurchase such shares. If the shares held are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price is lower than the issue price at the end of 6 months after the listing (October 8, 2018), The lock-in period of holding the company's shares shall be automatically extended for at least 6 months (if the company's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital during this period, the issue price shall be ex right and ex interest accordingly).
The intention of Weilong technology to hold and reduce the company's shares after the company's listing is as follows:
"1. Intention to hold shares
The company will not reduce the shares of Zhejiang Fenglong Electric Co.Ltd(002931) within 36 months from the date when the shares of Zhejiang Fenglong Electric Co.Ltd(002931) initial public offering are listed and traded in the stock exchange; After the lock-in period of Zhejiang Fenglong Electric Co.Ltd(002931) held by the company expires, the company will prudently reduce some shares of Zhejiang Fenglong Electric Co.Ltd(002931) according to the capital demand and the wishes of the company's shareholders on the premise of complying with relevant laws, regulations and normative documents.
2. Share reduction plan
If the company intends to reduce its holdings of Zhejiang Fenglong Electric Co.Ltd(002931) within two years after the expiration of the lock-in period, it shall comply with the provisions of relevant laws, regulations and normative documents, and meet the following conditions at the same time:
(1) Reduction premise
The company does not violate the public commitment made during the initial public offering of shares in Zhejiang Fenglong Electric Co.Ltd(002931) ; The company's reduction of Zhejiang Fenglong Electric Co.Ltd(002931) does not violate the public commitment made by the company's shareholders at the initial public offering of Zhejiang Fenglong Electric Co.Ltd(002931) .
(2) Reduction quantity
The total number of shares reduced by the company every year shall not exceed 25% of the total number of Zhejiang Fenglong Electric Co.Ltd(002931) held by the company; The quantity available for reduction cannot be accumulated, and the quantity not reduced in the current year cannot be accumulated to the next year.
(3) Reduction price
The reduction price shall not be lower than the issue price of Zhejiang Fenglong Electric Co.Ltd(002931) initial public offering shares (if the company has ex right and ex dividend situations such as dividend distribution, share distribution, conversion of provident fund into share capital and allotment of shares, the lower price limit of the company's reduction of shares will be adjusted accordingly according to the ex right and ex dividend situations). The specific reduction price will be in accordance with relevant laws Under the premise of the provisions of laws and regulations and normative documents and various commitments made by the company, it shall be determined according to the market price at the time of reduction. (4) Reduction mode
The way in which the company reduces its holdings of Zhejiang Fenglong Electric Co.Ltd(002931) shall comply with the provisions of relevant laws, regulations and normative documents. The specific ways include but are not limited to exchange centralized bidding trading, block trading, agreement transfer, etc. (5) Reduction announcement
After Zhejiang Fenglong Electric Co.Ltd(002931) is listed, when the company intends to reduce its holdings of Zhejiang Fenglong Electric Co.Ltd(002931) , it will make an announcement through the company three trading days in advance. The holdings shall not be reduced until the announcement procedures are fulfilled. Unless the company holds Zhejiang Fenglong Electric Co.Ltd(002931) less than 5%.
3. Restraint measures
The company will strictly fulfill the above commitments and promise to abide by the following binding measures:
(1) If the company fails to fulfill the commitment of the above reduction intention, the company will publicly explain the specific reasons for the failure to fulfill the commitment at the Zhejiang Fenglong Electric Co.Ltd(002931) general meeting of shareholders and the disclosure media designated by the CSRC, and apologize to other shareholders and public investors of the company.
(2) The proceeds obtained by the company from the reduction of shares in violation of the above commitments belong to Zhejiang Fenglong Electric Co.Ltd(002931) . "
The above shareholders also undertake that they will continue to fulfill the relevant commitments on share locking and reduction made before the issuance of the supplementary commitments, and after the expiration of the share locking period of the above commitments, It will be implemented in strict accordance with the provisions of the CSRC on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies (announcement (2017) No. 9 of the China Securities Regulatory Commission) and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange. If the CSRC and Shenzhen Stock Exchange have new regulations on the reduction of shares, they will strictly abide by the relevant regulations.
4. As of the disclosure date of this announcement, Weilong technology and Li Caixia have strictly fulfilled their commitments and have not violated their commitments. This reduction is consistent with the intentions and commitments previously disclosed by the above shareholders. 5. This reduction will not have a significant impact on the corporate governance structure, equity structure and sustainable operation. 3、 Documents for future reference
1. Notification letter on expiration of share reduction plan issued by Weilong technology and Li Caixia.
It is hereby announced.
Zhejiang Fenglong Electric Co.Ltd(002931) board of directors
February 21, 2022
