Securities code: 300499 securities abbreviation: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) Announcement No.: 2022-013 convertible bond Code: 123084 convertible bond abbreviation: Gaolan convertible bond
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Announcement on the completion of the implementation of the share reduction plan of specific shareholders
Mr. Wu Wenwei, a specific shareholder 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.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company") was posted on cninfo.com on November 4, 2021（ http://www.cn.info.com.cn. ）Disclosed the pre disclosure announcement on the share reduction plan of specific shareholders (Announcement No.: 2021-123). Mr. Wu Wenwei, the specific shareholder holding the shares before the company's initial public offering, plans to reduce the shares of the company by means of centralized bidding or block trading within 6 months after 3 trading days from the date of the above pre disclosure announcement due to personal capital needs, The number of shares planned to be reduced shall not exceed 5992746 shares, i.e. not more than 2.17% of the total share capital of the company at that time (excluding the shares in the special account for repurchase) (during the reduction period, if the company has changed the number of shares held due to the transfer of shares and capital reserve to share capital, the number of shares reduced shall be adjusted accordingly).
The company received the notification letter on the completion of the implementation of the Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) share reduction plan issued by Mr. Wu Wenwei on February 22, 2022. As of February 21, 2022, the implementation of the above reduction plan has been completed. This time, Mr. Wu Wenwei reduced 5992746 shares of the company through centralized bidding and block trading, accounting for 2.16% of the total share capital 1 of the company (excluding the shares of the special repurchase account). In accordance with the provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, the implementation of the above share reduction plan is hereby announced as follows:
1 the total share capital of the company involved in the announcement is 277432481 shares, which is the total shares of 280804041 shares as of December 31, 2021 minus 3371560 shares in the special repurchase account.
1、 Shareholder reduction
1. Share source: the shares held by the company before the initial public offering (including the part of capital reserve converted into share capital after the initial public offering).
2. Share reduction by shareholders
Average price of reduction number of shares reduced proportion of reduction shareholder name reduction method reduction period
(yuan / share) (share) (%)
Block transaction 2021.12.06 17.19 3650000 1.32
2021.12.20 17.90 500,000 0.18
Wu Wenwei centralized bidding 2021.11.09-20
Transaction 22.02.21 18.43 1842746 0.66
Total -- 5992746 2.16
3. Shareholding of shareholders before and after the reduction
Shareholders holding shares before the reduction and shareholders holding shares after the reduction share nature
Number of shares (shares) in total share capital proportion of shares (shares) in total share capital (%)
Total shares held 5992746 2.16 0.00
Wu Wenwei, including: shares with unlimited sales conditions 5992746 2.16 0.00
Shares with limited sales conditions 0.00 0.00
Note: in case of discrepancy between the total and the sum of itemized values, it is caused by rounding.
2、 Other relevant instructions
1. Mr. Wu Wenwei's share reduction complies with relevant laws, regulations and rules, such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the measures for the administration of the acquisition of listed companies, 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. At present, the company has no actual controller, and the implementation of this share reduction plan will not have a significant impact on the company's governance structure and sustainable operation.
3. Mr. Wu Wenwei's commitment on share restriction:
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 held before the company's initial public offering, nor shall the company repurchase its shares; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months from the date of listing, or the closing price is lower than the issue price at the end of 6 months from the date of listing (i.e. August 2, 2016), The lock-in period of the company's shares held by the company will be automatically extended for 6 months (if the company has ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion of share capital, issuance of new shares or allotment of shares during the above-mentioned period, the above price will be adjusted accordingly).
4. Mr. Wu Wenwei's commitment on share reduction:
(1) Within 12 months from the expiration of the lock up period of the company's shares held by me, the total shares of the company transferred by me shall not exceed 25% of the total shares of the company held on the date of listing of the company's shares; Within 24 months from the date of expiration of the lock-in of the company's shares, the total shares of the company transferred by me shall not exceed 50% of the total shares of the company held on the date of listing of the company's shares. After that, the holdings will be reduced in accordance with relevant laws and regulations and the rules of Shenzhen Stock Exchange.
(2) If the company's shares held by me 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 from the date of listing, or the closing price is lower than the issue price at the end of 6 months from the date of listing (i.e. August 2, 2016), The lock-in period of holding the company's shares will be automatically extended for 6 months (if the company has ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion of share capital, issuance of new shares or allotment of shares during the above-mentioned period, the above price will be adjusted accordingly).
(3) After the expiration of the lock up period of the company's shares held by me, the reduction of the company's shares held by me shall comply with the provisions of relevant laws and regulations and the rules of Shenzhen Stock Exchange. The reduction methods include but are not limited to centralized bidding trading in the secondary market, block trading, agreement transfer, etc.
(4) When I decide to reduce the shares of the company, I will make an announcement three trading days in advance and complete it within six months from the date of announcement.
(5) I will strictly abide by the relevant provisions of Chinese laws and regulations on the shareholding and share changes of controlling shareholders and the commitments I have made, and standardize and perform the obligations of controlling shareholders in good faith. If I reduce my holdings in violation of this commitment, the proceeds obtained from my failure to fulfill the above commitments will be turned over to the company. As the former director who directly holds the shares of the company, Mr. Wu Wenwei also promises that during his tenure in the company, the shares transferred each year will not exceed 25% of the total shares held directly or indirectly by him, and he shall not transfer the shares held directly or indirectly by him within six months after his resignation; If a person applies for resignation within six months (including the sixth month) from the date of IPO listing, he shall not transfer his directly held shares of the company within 18 months from the date of declaration of resignation; If a person applies for resignation from the seventh month to the twelfth month (including the seventh and twelfth months) from the date of IPO listing, he shall not transfer the shares of the company directly held by him within 12 months from the date of application for resignation.
(Note: Mr. Wu Wenwei was a former director of the company and resigned on October 17, 2019.)
As of the date of this announcement, Mr. Wu Wenwei has strictly complied with the reduction plan disclosed in the pre disclosure announcement, which is consistent with his disclosed intention, commitment or reduction plan.
3、 Documents for future reference
1. Notification letter on the completion of the implementation of the Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) share reduction plan issued by Mr. Wu Wenwei;
2. Information on changes in securities holdings of investors of China Securities Depository and Clearing Corporation Limited;
3. Other documents required by SZSE.
It is hereby announced.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) board of directors February 23, 2022
