Changgao Electric Group Co.Ltd(002452)
Short form equity change report
Listed company Changgao Electric Group Co.Ltd(002452)
Place of listing: Shenzhen Stock Exchange
Stock code Changgao Electric Group Co.Ltd(002452)
Stock code 002452
Name and mailing address of information disclosure obligor
Ma Xiaowu, South Building, No. 2 broom pond annex, Tianxin District, Changsha
Ma Xiao, South Building, No. 2, broom pond annex, Tianxin District, Changsha
Nature of equity change: decrease
Signed on: February 23, 2022
Statement of information disclosure obligor
1. The information disclosure obligor prepares this report in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 15 – Report on changes in equity and relevant laws, regulations and normative documents.
2. In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this equity change report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Changgao Electric Group Co.Ltd(002452) .
As of the date of submission of this equity change report, except for the shareholding information disclosed in this equity change report, the information disclosure obligor has not increased or reduced its equity shares in Hunan Changgao high voltage switchgear Group Co., Ltd. by any other means.
3. This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
catalogue
The disclosure obligor declares that 1 catalog 2 interpretation Section 1 Introduction to information disclosure obligors four
1、 Basic information of information disclosure obligor four
(I) MA Xiaowu four
(II) Ma Xiao 4 2. The shares in which the information disclosure obligor has interests in other listed companies at home and abroad reach or exceed the issued shares of the company
5% of the shares four
Section II purpose of equity change and shareholding plan five
1、 The purpose of the change of rights and interests of the information disclosure obligor five
2、 The shareholding plan of the information disclosure obligor in the next 12 months Section III equity change method six
1、 Shareholding of information disclosure obligor six
2、 Basic information of this equity change six
3、 Information disclosure obligors increase or decrease shares of the company through centralized bidding and block trading seven
4、 Restrictions on the rights of shares held by the information disclosure obligor 8 section IV trading of listed shares in the first six months 9 Section V other important matters 10. The disclosure obligor declares that Section VI documents for future reference 12 attached table: thirteen
interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings
Company, Changgao Electric Group Co.Ltd(002452) , listed public index Changgao Electric Group Co.Ltd(002452)
department
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public
——Equity change report
Information disclosure obligors refer to Ma Xiaowu and Ma Xiao
It refers to the increase or decrease of the company’s shares held by the information disclosure obligor through competitive trading and block trading. This equity change refers to the reduction of the company’s shares and the passive dilution due to the company’s non-public offering of shares and equity incentives.
Shenzhen Stock Exchange
Shenzhen registration company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Trading day refers to the normal business day of Shenzhen Stock Exchange
From December 25, 2017 to February 2, 2018, Mr. Ma Xiaowu, the information disclosure obligor, Chang’an investment No. 934 securities investment, refers to the increase of 9999354 shares of the company in the secondary market through the centralized bidding trading party collective fund trust plan through the trust plan, accounting for 1.90% of the total share capital of the company at that time, The cost of increasing shareholding is 61.3997 million yuan (excluding capital cost).
Note: there may be slight difference between the total and the total of some single data in this report, which is caused by rounding in the calculation process.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
The information disclosure obligors are ma Xiaowu and Ma Xiao. The concerted action relationship of relevant information disclosure obligors is as follows: Ma Xiaowu and Ma Xiao are father son relationship.
Mr. Ma Xiaowu is the actual controller and chairman of the company. After this equity change, he is still the actual controller of the company. Mr. Ma Xiao is a director of the company.
(I) MA Xiaowu
Name: Ma Xiaowu
Gender male
Nationality China
Overseas residency: None
Address and mailing address: South Building, No. 2, broom pond annex, Tianxin District, Changsha
ID number 4301031941******
(II) Ma Xiao
Name: Ma Xiao
Gender male
Nationality China
Overseas residency: None
Address and mailing address: South Building, No. 2, broom pond annex, Tianxin District, Changsha
ID number 4301031980******
2、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the date of signing this report, there is no situation that the shares in which the information disclosure obligor has interests in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company.
Section II purpose of equity change and shareholding plan
1、 Purpose of equity change of information disclosure obligor
This equity change of the information disclosure obligor is based on the confidence in the sustainable development of the company in the future, increasing the company’s shares, reducing the company’s shares due to personal capital needs, passive dilution or change of shares due to the implementation of non-public offering of shares by listed companies, stock option incentive plan and other reasons.
Mr. Ma Xiaowu is the actual controller and chairman of the company. This equity change 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.
2、 Shareholding plan of information disclosure obligor in the next 12 months
Mr. Ma Xiaowu and Mr. Ma Xiao, the information disclosure obligors, disclosed the reduction plan on October 8, 2021. For details, please refer to http://www.cn.info.com.cn According to the pre disclosure announcement on the reduction plan of some directors, supervisors and senior managers of the company (Announcement No.: 2021-45), Mr. Ma Xiaowu and Mr. Ma Xiao plan to reduce no more than 17 million shares and 2.3 million shares within six months after 15 trading days from the date of announcement (November 1, 2021 to April 30, 2022), Accounting for 2.74% and 0.37% of the total share capital of the company at the time of disclosure of the reduction plan respectively. After this transaction, the two persons have not completed the implementation of the reduction plan, and the information disclosure obligor will timely report the progress of the reduction plan to the company and fulfill the information disclosure obligation in time in accordance with the provisions of relevant laws and regulations.
In addition to the above disclosed reduction plan, the information disclosure obligor does not rule out the possibility of increasing or reducing its shares in the listed company in the next 12 months. In case of relevant equity changes, it will timely perform the information disclosure obligation in strict accordance with the provisions of relevant laws and regulations.
Section III changes in equity
1、 Shareholding of information disclosure obligor
Before this equity change, that is, the date of disclosure of the previous equity change report (July 23, 2016), Mr. Ma Xiaowu held 94389240 shares of the company and Mr. Ma Xiao held 15470000 shares of the company. The two held 109859240 shares in total, accounting for 20.91% of the total share capital of 525424000 shares at that time. After this equity change, Mr. Ma Xiaowu holds 84298440 shares of the company and Mr. Ma Xiao holds 14370000 shares of the company. The total number of shares held by the two persons is 98668440 shares, accounting for 15.91% of the current total share capital of the company, 620166085
2、 Basic information of this equity change
1. On November 22, 2017, the company held the 12th meeting of the 4th board of directors, which deliberated and approved the proposal on matters related to the reserved stock options in the first phase of the company’s equity incentive plan and the vesting of exercisable rights in the third exercise period. As of December 24, 2017, due to the independent exercise of 2211000 shares by incentive objects, the share capital of the company has increased to 527635000 yuan. The shareholding ratio of Mr. Ma Xiaowu and Mr. Ma Xiao has been diluted to 20.82% and passively diluted to 0.09%. 2. From December 25, 2017 to February 2, 2018, Mr. Ma Xiaowu increased 9999354 shares of the company in the secondary market by means of centralized bidding trading through Chang’an investment No. 934 securities investment collective fund trust plan (hereinafter referred to as “trust plan”), accounting for 1.90% of the total share capital of the company at that time. After the increase, Mr. Ma Xiaowu and Mr. Ma Xiao directly and indirectly held 119858594 shares, accounting for 22.72% of the total share capital of 527635000 yuan at that time.
2. From December 25, 2017 to February 6, 2018, the equity incentive objects of the company exercised 1765000 shares through independent exercise, and the total share capital of the company increased to 529.4 million yuan. The direct and indirect shareholding ratio of Mr. Ma Xiaowu and Mr. Ma Xiao was diluted to 22.64%. The shareholding ratio was passively diluted by 0.08%.
3. On April 23, 2018, the proposal on 2018 stock option incentive plan (Draft) and its summary was considered and adopted at the 14th meeting of the Fourth Board of directors and the 2017 annual general meeting of shareholders. From May 2019 to August 20, 2021, the equity incentive objects of the company exercised 5177700 shares through independent exercise, and the share capital of the company increased to 534577700 yuan. The direct and indirect shareholding ratio of Mr. Ma Xiaowu and Mr. Ma Xiao was diluted to 22.42%. Shareholding ratio passive dilution 0.22%
4. According to the reply of China Securities Regulatory Commission on approving Changgao Electric Group Co.Ltd(002452) non-public development shares (zjxk [2020] No. 2132), the company privately issued 79969085 RMB common shares to specific objects at an issue price of 4.70 yuan per share, all of which were subscribed in cash. A total of 375854699.50 yuan was raised, after deducting the issuance expenses of 11865183.01 yuan, The net amount of funds actually raised was 363989516.49 yuan. The new shares in this non-public offering were listed on Shenzhen Stock Exchange on September 8, 2021. After the registration of new shares in this non-public offering is completed, the total number of shares of the company increases by 79969085 shares, and the total number of shares of the company increases from 534577700 shares to 614546785 shares. The shareholding ratio of Ma Xiaowu and Mr. Ma Xiao was diluted to 19.50%. The shareholding ratio was passively diluted by 2.92%.
5. On September 13, 2021, the trust plans to reduce 9999354 shares of the company by block trading, accounting for 1.62% of the total share capital of the company at that time, and the reduction price is 8.02 yuan / share. The total number of shares held by Ma Xiaowu and Mr. Ma Xiao was reduced to 109859240 shares, and the shareholding ratio was reduced to 17.88%.
6. From December 23, 2021 to December 29, 2021, Mr. Ma Xiaowu and Ma Xiao
