Securities code: 002916 securities abbreviation: Shennan Circuits Co.Ltd(002916) Announcement No.: 2022-012 Shennan Circuits Co.Ltd(002916)
Pre disclosure announcement on shareholders’ reduction of shares
Mr. Zhou Jinqun, director and general manager of the company, guarantees 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 tips:
Mr. Zhou Jinqun, the director and general manager of Shennan Circuits Co.Ltd(002916) (hereinafter referred to as “the company”), holds 629790 shares of the company (accounting for 0.12% of the total share capital of the company). This plan is to reduce the shares of the company by means of centralized bidding transaction, which shall not exceed 157448 shares and 0.03% of the total share capital of the company.
1、 Basic information of shareholders
1. Name of shareholder: Zhou Jinqun;
2. Shareholding of shareholders: as of the date of this announcement, Mr. Zhou Jinqun, the director and general manager of the company, holds 629790 shares of the company, accounting for 0.12% of the current total share capital of the company.
2、 Main contents of this reduction plan
(I) share reduction plan
1. Reasons for reduction: personal capital demand;
2. Source of shares: shares before the company’s initial public offering (including the conversion of capital reserve into share capital due to equity distribution);
3. Reduction method: centralized bidding;
4. Price range: determined according to the market price;
5. Reduction period: within 6 months after 15 trading days from the date of announcement of the reduction plan;
6. Quantity and proportion of share reduction: the number of shares to be reduced shall not exceed 157448, i.e. not more than 0.03% of the company’s total existing share capital. If the company has changes in share capital during this period, such as share distribution, conversion of capital reserve into share capital, share allotment and so on, the number of shares to be reduced will be adjusted accordingly.
(II) relevant commitments and performance
Performance of commitments of the commitment party
Do not transfer or entrust others to manage the company within 12 months from the date of listing of Shennan Circuits Co.Ltd(002916) shares
The shares issued before the initial public offering of Shennan Circuits Co.Ltd(002916) shares held by the owner will not be issued by Shennan
The circuit repurchases this part of the shares. Shennan Circuits Co.Ltd(002916) within 6 months after listing, if the closing price of the company’s shares on 20 consecutive trading days is lower than the offering price, or the closing price at the end of 6 months after listing is lower than the offering price
The lock up period of Shennan Circuits Co.Ltd(002916) shares held by me will be automatically extended for 6 months.
If my Shennan Circuits Co.Ltd(002916) shares are reduced within two years after the expiration of the lock-in period, the reduction price is not low
Issue price of initial public offering on Shennan Circuits Co.Ltd(002916) . Completion of performance
When I am a director, supervisor or senior manager of Shennan Circuits Co.Ltd(002916) , I will report to Shenzhen
I declare my shares held by Nan circuit and their changes, and the shares I transfer every year
No more than 25% of the total number of Shennan Circuits Co.Ltd(002916) shares I hold; Do not transfer the Shennan Circuits Co.Ltd(002916) shares held by me for normal performance within half a year after resignation.
Zhou Jinqun: within three years after the listing of the company, the shares of the company have increased for 20 consecutive years due to force majeure
The closing price on the trading day is lower than the audited net assets per share of the company in the latest period (the latest one)
After the audit base date of the current period, due to profit distribution, conversion of capital reserve into share capital, additional issuance and allotment of shares
If the net assets or total number of shares of the company change due to such circumstances, the net assets per share shall be increased accordingly
Bank adjustment, the same below), will initiate measures to stabilize the stock price in accordance with laws, regulations and the articles of association without affecting the completion of the company’s listing conditions. I promise: single use
The capital for increasing the shares of the company shall not be less than the sum of the salary (after tax) received from the company in the previous year
30%, but the funds used to increase the shares of the company in a single accounting year shall not exceed the self owned shares of the previous year
The company receives 60% of the total salary (after tax).
1、 Undertaking not to deliver benefits to other units or individuals without compensation or under unfair conditions
Do not damage the interests of the company in other ways. Normal performance II. Promise to restrict my job consumption behavior, and the necessary job consumption behavior shall
Performance of commitments of the commitment party
Below average.
3、 Promise not to use the company’s assets to engage in investment and consumption activities unrelated to my performance of duties
Move.
4、 We promise to actively promote the improvement of the company’s salary system to make it more in line with diluted compensation
Requirements for return measures; Support the formulation, modification or supplement of the company’s board of directors or remuneration committee
The company’s compensation system is linked to the implementation of the company’s compensation and return measures.
5、 Promise that when promoting the company’s equity incentive (if any), the exercise conditions of equity incentive shall be made
This is linked to the implementation of the company’s compensation measures.
6、 The measures for diluting immediate filling return will be issued separately in the CSRC and Shenzhen Stock Exchange
After implementing the relevant opinions and implementation rules of the commitment, if the relevant provisions of the company and myself
If the commitment is inconsistent with these Provisions, I promise to immediately comply with the China Securities Regulatory Commission and Shenzhen Securities Regulatory Commission
The stock exchange shall issue supplementary commitments in accordance with the provisions of the stock exchange, and actively promote the company to make new provisions to
Meet the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange.
7、 I promise to fully, completely and timely implement the relevant measures formulated by the company
And any commitment I make to fill the return measures.
1、 I, my spouse, parents, children and other close family members,
Not directly or indirectly engaged in the same or similar business as Shennan Circuits Co.Ltd(002916) ; Others under my control
The enterprise does not directly or indirectly engage in the same or similar business as Shennan Circuits Co.Ltd(002916) ; I, I
The spouse, parents, children and other close family members of the company did not
Invest or control other enterprises with competitive relationship;
2、 I will not directly or indirectly to any person engaged in the same or similar business with Shennan Circuits Co.Ltd(002916)
Investment or control by other enterprises; III. I will continue to promote my spouse, parents, children and other close family members
Members of the tribunal and other enterprises / business entities under their control will not directly or indirectly
Engage in, participate in or carry out any activities that compete with the production and operation of Shennan Circuits Co.Ltd(002916) ;
4、 I will not take advantage of my position on Shennan Circuits Co.Ltd(002916) to damage the company and the company
Other business activities in the interests of shareholders;
5、 If the company I directly or indirectly invest in in the future plans to engage in the same or different activities as Shennan Circuits Co.Ltd(002916)
Performance of commitments of the commitment party
For similar businesses, I promise to be held at the general meeting / shareholders’ meeting and / or the board of directors of the company
Make a negative vote on the matter, or may lead to the realization of the matter and related matters
Vote on the draft resolution.
The above “other close family members” refer to the spouse’s parents, brothers and sisters and
Spouse, spouse of children over 18 years old, siblings of spouse and spouse of children
Parents. I confirm that this letter of commitment is made to protect the rights and interests of Shennan Circuits Co.Ltd(002916) all shareholders;
I confirm that each commitment contained in this letter of commitment is independently enforceable. whatever
If one commitment is deemed invalid or terminated, the validity of other commitments will not be affected. as
If I violate the above commitments, I will compensate the losses of relevant parties according to law and cooperate with them to deal with them properly
Follow up matters.
1、 The contents contained in the prospectus of this offering are not false or misleading
Any material statement or material omission, and I am true to the contents contained in the prospectus
Bear individual and joint legal liabilities for authenticity, accuracy and completeness.
2、 If the prospectus of this offering contains false records, misleading statements or restatements
If investors suffer losses in securities trading due to major omissions, I will compensate them according to law
Capital loss.
3、 If I fail to fulfill the public commitments I made before this offering, I will bear corresponding legal liabilities according to law; And recognized by the securities regulatory authorities or relevant government agencies
Within 30 days from the date when the aforesaid commitment is not actually fulfilled, or the judicial authority determines that due to the aforesaid commitment
30 days from the date when the investor suffers losses in securities trading due to the failure of actual performance
Within the year, I voluntarily pay all cash dividends received from the company in the year when the company is listed
(if any) and salary shall compensate the investors in advance.
4、 I will not give up fulfilling the above commitments due to job change, resignation and other reasons.
1、 If I fail to fulfill relevant commitments, I will attend the general meeting of shareholders in Shennan Circuits Co.Ltd(002916) and
The China Securities Regulatory Commission has designated newspapers and periodicals to disclose the details of the non-compliance in a timely manner
And apologize to the issuer’s shareholders and public investors. Normal performance II. If I fail to fulfill the relevant commitments, Shennan Circuits Co.Ltd(002916) has the right to make the above-mentioned matters happen
Stop paying cash dividends (if any) to me within 10 trading days from the date of payment
Performance of commitments of the commitment party
I shall receive the salary and allowance from the issuer until I fulfill the relevant commitments.
3、 If I gain income due to my failure to fulfill relevant commitments, the income shall belong to Shennan
All circuits. On the date when I get the income or know the fact that I have not fulfilled the relevant commitments
The proceeds obtained shall be paid to the designated account of Shennan Circuits Co.Ltd(002916) within 5 trading days from the.
1. Promise to faithfully and diligently perform their duties and safeguard the legitimate rights and interests of the company and all shareholders;
2. Promise not to deliver benefits to other units or individuals free of charge or under unfair conditions, nor
Damage the interests of the company by other means; 3. Promise to make an appointment with my job consumption behavior
Bundle; 4. Promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of duties;
5. Undertake to make every effort to urge the board of directors or
The salary system formulated by the salary and assessment committee and the implementation of the company’s compensation and return measures
Zhou Jinqun; 6. I promise to make every effort to promote the company to normally perform the exercise conditions of the equity incentive plan formulated in the future and the implementation of the company’s filling return measures within the scope of my own responsibilities and legal authority
Condition linked; 7. I promise to earnestly implement the relevant compensation measures formulated by the company and myself
If I violate any commitment made in this regard with respect to filling return measures, and
If losses are caused to the company or investors, I am willing to undertake the investment in the company or investors according to law
Liability for compensation.
Up to now, the above commitments have been strictly fulfilled on schedule, and the reduction has not violated relevant commitments. 3、 Relevant risk tips
1. There is uncertainty in the implementation of the share reduction plan. Mr. Zhou Jinqun will decide whether to implement the share reduction plan according to the market conditions, the company’s share price and other conditions.
2. During the period of reducing the company’s shares according to the above plan, Mr. Zhou Jinqun will strictly abide by the company law, the securities law, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies (CSRC announcement [2017] No. 9), detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and rules of the company, and timely fulfill the obligation of information disclosure.
It will not lead to the change of the company’s control, nor will it have a significant impact on the company’s governance structure and sustainable operation. 4、 Documents for future reference
Notification letter on reduction of Shennan Circuits Co.Ltd(002916) shares issued by shareholders.
It is hereby announced.
