Securities code: 603559 securities abbreviation: Zhongtongguomai Communication Co.Ltd(603559) Announcement No.: 2022-013
Zhongtongguomai Communication Co.Ltd(603559) shareholders, directors and senior managers
Announcement of share reduction plan through centralized bidding
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records
Misleading statements or major omissions, and assume individual and joint responsibility for the authenticity, accuracy and completeness of their contents
Take responsibility.
Important content tips:
Basic information of shareholders, directors and senior managers: as of the disclosure date of this reduction plan,
Director and general manager of Zhongtongguomai Communication Co.Ltd(603559) (hereinafter referred to as "the company" or " Zhongtongguomai Communication Co.Ltd(603559) ")
Mr. Zhang Qiuming holds 793500 shares of the company, accounting for 0.5537% of the total share capital of the company; senior management
Ms. Meng Qi holds 767000 shares of the company, accounting for 0.5352% of the total share capital of the company.
The main contents of the centralized bidding reduction plan: the above reduction entities plan for their own capital needs
Within six months after 15 trading days from the date of disclosure of this announcement (according to the China Securities Regulatory Commission and Shanghai Securities Exchange
Except for the period during which the reduction of shares is prohibited by the relevant provisions of the exchange), centralized bidding parties through the trading system of Shanghai Stock Exchange
The total number of shares to be reduced in the form of shares shall not exceed 390000, accounting for about 0.2721% of the current total share capital of the company, and any company is guaranteed
Within 90 days, the reduction of shares through centralized bidding trading shall not exceed 1% of the total share capital of the company, and the reduction price
It depends on the market price.
If the company has any share change during the above reduction plan, such as share distribution, conversion of capital reserve to share capital, share allotment, etc
The above proposed reduction will be adjusted accordingly.
1、 Basic information of the main body of centralized bidding reduction
Shareholder name shareholder identity shareholding quantity shareholding current shareholding source (share) proportion
Zhang Qiuming's directors, supervisors and senior managers obtained 793500 shares 0.5537% before IPO
Meng Qi's directors, supervisors and senior managers obtained 767000 shares before 0.5352% IPO
There are persons acting in concert with the above reduction subjects:
Name of shareholders, number of shares held, proportion of shares held and reasons for the formation of concerted action relationship
(shares)
Hainan jidiyou investment partnership 2866264 2.0000% agreement arrangement
(limited partnership)
Wang Shichao 7448300 5.1972% agreement arrangement
Li Chuntian 1770000 1.2351% agreement arrangement
Group I Zhang Xiankun 1758700 1.2272% agreement arrangement
Zhang Liyan 793500 0.5537% agreement arrangement
Zhang Qiuming 793500 0.5537% agreement arrangement
Mengqi 767000 0.5352% agreement arrangement
Total 16197264 11.3021% -
Share reduction of major shareholders and their persons acting in concert and directors, supervisors and senior executives in the past 12 months
Shareholder name reduction quantity reduction proportion reduction period reduction price range early reduction
(share) (yuan / share) transfer disclosure date
Wang Shichao 340000 0.2372% 2021 / 5 / 21 ~ 2021 / 6 / 8 11.66-12.72 2020 / 11 / 26
Li Chuntian 238500 0.1664% 2021 / 5 / 21 ~ 2021 / 6 / 3 11.56-12.20 2020 / 11 / 26
2、 Main contents of centralized bidding reduction plan
Shareholders plan to reduce their holdings plan to reduce their holdings bidding transaction to reduce their holdings in combination with the proposed reduction of their holdings the number of names (shares) to be reduced the proportion of their holdings during the reduction period the reason for the price of the shares is the source of the interval
No more than: no more than: reduction of competitive trading, no more than 0.1384% of 198300 shares of personal capital Zhang Qiuming at the market price on March 17, 2022, exceeding: 198300 shares ~ the demand for IPO funds on September 16, 2022
No more than: no more than: reduction of competitive trading, no more than 0.1338% of 191700 shares of Mengqi personal capital at the market price on March 17, 2022, exceeding: 191700 shares ~ the demand for IPO funds on September 16, 2022
（1） Whether the relevant shareholders have other arrangements □ yes √ no
（2） The major shareholders and the directors, supervisors and senior executives had previously made comments on the shareholding ratio, number of shares, shareholding period, reduction method and number of shares
Volume, reduction price, etc. √ yes □ no
According to the company's prospectus for initial public offering (A shares) and the issuance announcement, the above two
The commitments made by the reduction entities are as follows:
1、 Mengqi promises: "In view of the company's intention to apply for IPO and listing, and some of the company's shares held by me may be publicly offered to public investors at the time of IPO, I hereby make the following commitments on the lock-in period and relevant matters of the company's shares held by me after deducting the public offering part: 36 months from the date of listing and trading of the company's shares on the stock exchange The company will not transfer or entrust others to manage the shares of the company directly or indirectly held by itself, nor will the company repurchase such shares.
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 after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company's shares held by me will be automatically extended for 6 months. The above reduction price and share lock-in commitment shall not be terminated because I am no longer the controlling shareholder, actual controller, job change or resignation of the company.
The above issue price refers to the issue price of the company's initial public offering of shares. If the company carries out ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons after listing, it shall be treated as ex rights and ex interests in accordance with the relevant provisions of the stock exchange.
And after the expiration of the above lock-in period, during the period when I am a director, supervisor and senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company held by me; Do not transfer the shares of the company held by me within six months after leaving the company; Within 12 months after the declaration of leaving office for six months, the number of shares of the company sold through listing and trading in the stock exchange shall not exceed 50% of the total number of shares of the company held by me. "
2、 Zhang Qiuming made a commitment: "Within 36 months from the date when the company's shares are listed and traded on the stock exchange, the company will not transfer or entrust others to manage the company's shares directly or indirectly held by me, nor will the company repurchase such shares. After the expiration of the above-mentioned lock-in period, during the period when I am a director, supervisor and senior manager of the company, the shares transferred each year will not exceed the total number of shares of the company held by me 25% of the total; I will not transfer my shares of the company within six months after leaving my post. "
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
（3） Other matters required by the exchange III. risk tips related to the centralized bidding reduction plan (I) the above shareholders will decide whether to implement and how to implement the share price reduction plan according to their own capital needs, market conditions and the company's share price, and the quantity and price of the reduction are uncertain. （2） Whether the implementation of the share reduction plan may lead to the risk of change in the control of the listed company □ yes √ no (III) other risk tips
The reduction plan complies with the securities law of the people's Republic of China, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange, the stock listing rules of Shanghai Stock Exchange and other relevant laws and regulations. During the period of reducing the company's shares according to the above plan, the relevant shareholders will strictly abide by relevant laws and regulations and the company's rules and regulations, and timely fulfill the obligation of information disclosure.
It is hereby announced.
Zhongtongguomai Communication Co.Ltd(603559) board of directors February 24, 2022
