Securities code: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) securities abbreviation: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) Announcement No.: 2022018 bond Code: 127033 bond abbreviation: Zhongzhuang zhuan2
Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Announcement on pre disclosure of shareholders’ reduction of shares of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
The shareholder Nanjing dingrun Tiancheng investment partnership (limited partnership) (hereinafter referred to as “dingrun Tiancheng”) intends to reduce the total shares of the company by means of centralized bidding or block trading within 6 months after 3 trading days from the date of disclosure of this announcement, which shall not exceed 5259685 shares (accounting for 0.7299% of the total share capital of the company).
According to the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and the commitments of shareholders to reduce their shares, Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) (hereinafter referred to as ” Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) ” and “the company”), the shareholder dingrun Tiancheng submitted the notification letter of share reduction plan to the company on March 1, 2022. The relevant information is hereby announced as follows:
1、 Basic information of shareholders
As of March 1, 2022, the company plans to reduce the shareholding of shareholders as follows:
Shareholder name share source shareholding quantity shareholding ratio
Nanjing dingrun Tiancheng investment Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) initial public offering
Capital partnership (with previously issued shares and 201652596850.7299%)
(limited partnership) shares for annual profit distribution
2、 Main contents of this reduction plan
(I) share reduction plan
(1) Reason for reduction: own capital demand.
(2) Source of share reduction: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) shares issued before initial public offering and shares for profit distribution in 2016.
(3) Number of shares reduced: dingrun Tiancheng plans to reduce no more than 5259685 shares of the company, accounting for 0.7299% of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) total share capital.
(4) Reduction period: centralized bidding within 6 months after 3 trading days from the date of disclosure and announcement of the reduction plan; Block trading within 6 months after 3 trading days from the date of disclosure and announcement of the reduction plan.
(5) Reduction method: centralized bidding or block trading.
(6) Reduction price: determined according to the market price.
(II) performance of commitments
The commitments made by dingrun Tiancheng during the initial public offering and listing of the company and when it plans to reduce its holdings are as follows: (1) within 12 months from the date when Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) shares are listed and traded on the stock exchange, dingrun Tiancheng will not transfer or entrust others to manage the Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) shares held by itself (the enterprise), nor require the issuer to repurchase the shares of the company held by itself (the enterprise). Within two years after the expiration of the share lock-in period, the shares transferred by me (the enterprise) shall not exceed 50% of the number of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) shares held by me (the enterprise) at the time of listing, and the transfer price shall be the market price at that time. When I (the enterprise) transfer my Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) shares, I will make Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) announcement three trading days before the reduction.
(2) As a shareholder holding more than 5% of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) shares, I (the enterprise) can transfer part of the shares held by Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) in centralized bidding transaction, block transaction, agreement transfer or other legal ways as needed after the expiration of share lock-in. Within two years after the expiration of the share lock-in period, the number of shares transferred by myself (the enterprise) shall not exceed 50% of the number of shares directly held before the expiration, and the transfer price shall be the market price at that time. When I (the enterprise) transfer my Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) shares, I will make Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) announcement three trading days before the reduction. I (the enterprise) will faithfully fulfill the commitment. If I (the enterprise) fails to fulfill the above commitment, the income obtained due to the failure to fulfill the above commitment will belong to the company. I (the enterprise) will also publicly explain the specific reasons for the failure at the general meeting of shareholders of the company and apologize to the issuer’s shareholders and public investors. If losses are caused to the company or other investors due to the failure to fulfill the above commitments, I (the enterprise) will use the due cash dividends from Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) directly to implement the unfulfilled commitments or to compensate the losses caused to the listed company or investors due to my (the enterprise) failure to fulfill the commitments, Until I (the enterprise) fulfill my promise or make up for the losses of the listed company and investors according to law.
(3) During the planned reduction of shares, we will strictly abide by 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 stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange The requirements of relevant laws and regulations and the company’s rules and regulations, such as several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock exchange, etc.
Up to now, dingrun Tiancheng has strictly fulfilled various commitments on share restriction and reduction, and there is no reduction or violation of the above commitments.
3、 Relevant risk tips
1. There is uncertainty in the implementation of the share reduction plan. Dingrun Tiancheng will decide whether to implement the share reduction plan according to the market conditions, the company’s share price and other conditions.
2. Dingrun Tiancheng is not the controlling shareholder or actual controller of the company, and the implementation of its reduction plan will not lead to the change of the company’s control.
3. The implementation of this reduction plan will not have a significant impact on the corporate governance structure and sustainable operation. 4、 Documents for future reference
Notification letter on planned reduction of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) shares issued by dingrun Tiancheng.
It is hereby announced.
Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) board of directors March 1, 2022
