Securities code: 600060 securities abbreviation: Hisense Visual Technology Co.Ltd(600060) Announcement No.: pro 2022-005 Hisense Visual Technology Co.Ltd(600060)
Suggestive announcement on the exemption of controlling shareholders from tender offer
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
This acquisition is due to Hisense Visual Technology Co.Ltd(600060) (hereinafter referred to as “the company”) repurchasing and canceling the restricted shares granted to some incentive objects in its 2021 restricted stock incentive plan but not lifted, As a result, the proportion of shares held by the controlling shareholder Hisense Group Holdings Co., Ltd. (hereinafter referred to as “Hisense Group Holdings”) in all issued shares of the company (hereinafter referred to as “share proportion”) passively increased to more than 30%, which did not lead to the change of the controlling shareholder of the company.
This acquisition complies with the exemption from making an offer as stipulated in Article 63 of the measures for the administration of the acquisition of listed companies.
The company held the 9th meeting of the 9th board of directors and the 8th meeting of the 9th board of supervisors on December 24, 2021, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, It is agreed to repurchase and cancel 220000 restricted shares granted to some incentive objects but not yet lifted the restriction (hereinafter referred to as “this repurchase cancellation”). For details, see the announcement on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted (Announcement No.: pro 2021-057) disclosed by the company on December 25, 2021.
According to item (II) of paragraph 1 of Article 63 of the measures for the administration of the acquisition of listed companies: “investors who have more than 30% of the issued shares of the company due to the reduction of share capital due to the repurchase of shares by a listed company from specific shareholders at the determined price approved by the general meeting of shareholders, may be exempted from making an offer.”
After the cancellation of this repurchase, the total number of shares of the company decreased from 1308481222 shares to 1308261222 shares; The number of shares held by the acquirer (392505971 shares) remained unchanged, and the shareholding ratio increased passively from 29.997% to 30.002%, exceeding 30% of the total issued shares of the company, which is in line with the exemption from making an offer stipulated in Item (II) of paragraph 1, Article 63 of the measures for the administration of acquisitions.
The company will perform relevant procedures and information disclosure obligations in accordance with the requirements of relevant laws and regulations. It is hereby announced.
Hisense Visual Technology Co.Ltd(600060) board of directors February 23, 2022
