Securities code: 002452 securities abbreviation: Changgao Electric Group Co.Ltd(002452) Announcement No.: 2022-16 Changgao Electric Group Co.Ltd(002452)
About the actual controller of the company and its persons acting in concert
Suggestive announcement of changes in equity
Mr. Ma Xiaowu and Mr. Ma Xiao, the obligors of information disclosure, guarantee that the contents of information disclosure are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Changgao Electric Group Co.Ltd(002452) (hereinafter referred to as “the company”) has received the short form report on changes in equity issued by Mr. Ma Xiaowu, the actual controller of the company, and Mr. Ma Xiao, the person acting in concert. The relevant information is disclosed as follows:
1、 Basic information of equity changes
Before this equity change, i.e. 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 total 620166085 shares of the company’s current share capital
(I) equity change process
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 527.635 million 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 planned 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 was 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 Mr. Ma Xiao reduced a total of 6.1 million shares of the company through centralized bidding transactions, accounting for 0.98% of the total share capital of the company. The total number of shares held by Ma Xiaowu and Mr. Ma Xiao was reduced to 103759240 shares, and the shareholding ratio was reduced to 16.90%. 7. From September 8, 2021 to February 22, 2022, the company’s equity incentive objects exercised 5619300 shares through independent exercise, and the company’s share capital increased to 620166085 yuan. The shareholding ratio of Mr. Ma Xiaowu and Mr. Ma Xiao was diluted to 16.73%. The shareholding ratio was passively diluted by 0.17%.
8. On February 23, 2022, Mr. Ma Xiaowu reduced 5090800 shares of the company through block trading, accounting for 0.82% of the total share capital of the company. The total shares held by Mr. Ma Xiaowu and Mr. Ma Xiao were reduced to 98668440 shares, and the shareholding ratio was reduced to 15.91%.
To sum up, the cumulative equity changes of the information disclosure obligor due to the company’s equity incentive, non-public offering of shares, centralized bidding trading, block trading and other means have decreased by 5%.
(II) information disclosure obligors increase or decrease shares of the company through centralized bidding and block trading
From July 23, 2016 to February 23, 2022, Mr. Ma Xiaowu and Mr. Ma Xiao increased or decreased the company’s shares through bidding and block trading.
Shareholder name change method change time change average price change number of shares (10000 change proportion (yuan / share)
Chang’an investment 934 December 2017
Centralized bidding for securities investment No. 25 – June 14, 2018 999.94 1.90% joint venture trust holding February 2
Planned Chang’an investment 934
No. 8.02 – 999.94 – 1.62% joint venture gold trust holding date of securities investment block trading minus September 13, 2021
Row
Centralized bidding minus 9.41 – 200 in December 2021
Hold for 27 days
Ma Xiaowu centralized bidding minus 9.46 – 255 December 2021
Hold for 28 days
Centralized bidding minus 9.23 – 45 December 2021
29 days
Centralized bidding minus holding of 10.41 – 22 – 0.98% for 23 days in December 2021
Centralized bidding minus 10.56 – 14.82 in December 2021
Ma Xiaozhi 24
Centralized bidding minus 9.87 – 51.50 in December 2021
Hold for 27 days
Centralized bidding minus 9.20 – 21.68 in December 2021
29 days
Ma Xiaowu block trading minus 7.38 – 509.08 – 0.82% holding days on February 23, 2022
Total -1119.08 -1.52%
Note: due to the increase of the company’s share capital caused by the company’s non-public offering of shares and the exercise of equity incentive, the shareholding ratio of information disclosure obligors is passively diluted to 3.48%.
2、 Shareholding before and after this equity change
Shareholding before this equity change shareholding after this equity change shareholder name share nature share quantity proportion in total share capital share quantity proportion in total share capital (10000 shares) (%) (10000 shares) case (%)
Total number of shares held 9438.92 17.96 8429.84 13.59
Ma Xiaowu, of which: 1140.98 2.17 1725.65 2.78 non tradable shares
Executive lock up shares 8297.94 15.79 6704.19 10.81
Total number of shares held 1547 2.94 1437 2.32
Ma Xiao, including: unlimited tradable shares 386.75 0.74 359.25 0.58
Executive lock up shares 1160.25 2.21 1077.75 1.74
Total number of shares held 10985.92 20.91 9866.84 15.91
Note: 1. There may be slight difference between the sum of individual data and the total, which is caused by rounding in the calculation process.
2. Before this equity change, the shareholding ratio is calculated based on the total share capital of 525424000 yuan, and after this equity change, the shareholding ratio is calculated based on the total share capital of 620166085 yuan.
3、 Other relevant information
1. Mr. Ma Xiaowu is the actual controller and chairman of the company, and Mr. Ma Xiao is the person acting in concert and the director of the company. After this equity change, Mr. Ma Xiaowu is still the actual controller and the largest shareholder of the company. This reduction will not lead to the change of the company’s control, nor will it have an impact on the company’s governance structure and sustainable operation.
2. This equity change complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures for the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association. According to the securities law and the measures for the administration of the acquisition of listed companies, see the company’s website on the same day（ http://www.cn.info.com.cn. ）Short form report on changes in equity disclosed.
4、 Documents for future reference:
Simplified equity change report
It is hereby announced.
Changgao Electric Group Co.Ltd(002452) board of directors February 24, 2022
