Securities code: Guangdong Dongpeng Holdings Co.Ltd(003012) securities abbreviation: Guangdong Dongpeng Holdings Co.Ltd(003012) Announcement No.: 2022009 Guangdong Dongpeng Holdings Co.Ltd(003012)
Announcement on the reduction plan of shareholders holding more than 5% shares for more than half of the time
SCC growth I HoldCo B, Ltd., shareholders holding more than 5%, and Beijing Sequoia Kunde Investment Management Center (limited partnership) – Shanghai Yide Investment Center (limited partnership) guarantee that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Guangdong Dongpeng Holdings Co.Ltd(003012) (hereinafter referred to as “the company”) disclosed the pre disclosure announcement on the reduction of shares held by shareholders holding more than 5% (Announcement No. 2021065, hereinafter referred to as “reduction plan” and “pre disclosure announcement”) on November 6, 2021, SCC growth I HoldCo B, Ltd. (hereinafter referred to as “SCC HoldCo B”) and Beijing Sequoia Kunde Investment Management Center (limited partnership) – Shanghai Yide Investment Center (limited partnership) (hereinafter referred to as “Shanghai Yide”) plan to jointly reduce the shares of the company by not more than 6% of the total shares of the company through centralized bidding transaction, block transaction and agreement transfer. In case of reduction through centralized bidding, the reduction period shall be within 6 months after 15 trading days from the date of pre disclosure announcement; In case of reduction through block trading, the reduction period shall be within 6 months after 3 trading days from the date of pre disclosure announcement. The two shareholders are not the largest shareholder or actual controller of the company, and there is no agreement on concerted action between the two shareholders. They follow the principle of prudence and disclose information according to the relevant rules of the person acting in concert when reducing their holdings.
On December 13, 2021 and December 28, 2021, the company disclosed two announcements on the change of shareholding ratio of shareholders holding more than 5% by more than 1% (Announcement No. 2021073 and 2021081), and on February 12, 2022, the company disclosed the progress announcement on the reduction of more than half of the planned reduction of shareholders holding more than 5% (Announcement No. 2022007).
See China Securities Journal, securities times, Shanghai Securities News, securities daily and http://www.cn.info.com.cn for details of the above announcements.
On March 1, 2022, the company received the notification letter on the progress of reducing Guangdong Dongpeng Holdings Co.Ltd(003012) shares issued by SCC HoldCo B and Shanghai Yide. As of February 28, 2022, the implementation time of this reduction plan has been more than half, but the reduction plan has not been completed. According to several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange
The implementation rules and other relevant provisions are hereby announced as follows:
1、 Shareholder reduction
1. Share reduction by shareholders
Name of shareholder reduction method during the reduction period, the average price of reduction and the proportion of the number of shares reduced to the total share capital (yuan / share) (10000 shares (%)
Block trading from November 11, 2021 to December 9, 202111.14 6102206 0.5125
Centralized bidding from November 29, 2021 to December 9, 202112.18 2344215 0.1969
SCC block trading from December 10, 2021 to December 28, 202112.39 6000441 0.5040
HoldCo B centralized bidding from December 10, 2021 to December 28, 202112.80 3707000 0.3113
Block trading from February 10, 2022 to February 23, 202211.62 1699885 0.1428
Centralized bidding February 28, 202211.72 9.6300 0.0081
Block trading from November 24, 2021 to December 9, 202111.19 3345492 0.2810
Centralized bidding from November 29, 2021 to December 9, 202112.19 2224600 0 0.1868
Block trading from December 10, 2021 to December 28, 202112.39 8365061 0.7026 Shanghai Yide from December 10, 2021 to December 28, 2021
Centralized bidding 12.81 3630600 0.3049
Block trading from February 10, 2022 to February 23, 202211.62 1644813 0.1381
Centralized bidding February 28, 202211.72 9.4500 0.0079
Total 39255113 3.2975
Note: the Company repurchased 221574 shares through the special securities account for repurchase for the first time on February 28, 2022
When calculating the proportion of relevant shares, the reduction before February 28, 2022 is based on the total number of 119066000 shares of the company
Based calculation; The reduction of holdings on and after February 28, 2022 is based on the total number of 119066000 shares, excluding the repurchase of special shares
Based on the number of shares in the account.
2. Shareholding of shareholders before and after this reduction
Shares held before this reduction and shares held after this reduction
Name of shareholder nature of shares proportion of shares in total share capital proportion of shares in total share capital (10000 shares) (%) (10000 shares) (%)
Total shares held by SCC 79237555 6.65495928.7508 4.9803
Including: shares with unlimited sales conditions 79237555 6.65495928.7508 4.9803
HoldCo B shares with limited conditions of sale————
Total shares held 76670467 6.43935736.5401 4.8188
Shanghai Yide, including: shares with unlimited sales conditions 76670467 6.43935736.5401 4.8188
Shares with limited conditions of sale————
Total shares held 155908022 130943116652909 9.7992
Including: shares with unlimited sales conditions 155908022 130943116652909 9 9.7992
Shares with limited conditions of sale————
Note: the Company repurchased 221574 shares through the special securities account for repurchase for the first time on February 28, 2022
When calculating the proportion of relevant shares, “shares held before this reduction” is based on the total number of 119066000 shares of the company
calculation; In the case of “shares held after this reduction”, the shares in the special account for repurchase shall be excluded according to the total number of 1190660000 shares
Calculation based on quantity.
2、 Other relevant instructions
1. The implementation of this share reduction plan complies with the company law of the people’s Republic of China and the certificate of the people’s Republic of China
Securities law, listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange
No. 1 – standardized operation of listed companies on the main board
Implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange
The detailed rules and other relevant laws, regulations and normative documents do not violate the above provisions.
2. The share reduction has been disclosed in advance in accordance with relevant regulations. The reduction is similar to this
The previously disclosed reduction plan is consistent with the relevant commitments, and there is no violation.
3. SCC HoldCo B and Shanghai Yide made a commitment on the minimum reduction price in the prospectus “if
If the company intends to reduce its shares within 2 years after the expiration of the lock-in period, the reduction price will not be lower than that of the previous meeting of the company
“Net assets per share audited for the year”, and there is no breach of commitment in this reduction.
3. The implementation of this reduction plan will not lead to the change of the company’s control and will not affect the company’s governance
Significant impact on structure and going concern.
4. As of the date of this announcement, the actual reduction of SCC HoldCo B and Shanghai Yide did not exceed the planned reduction
The number of shares and the reduction plan have not been completed. SCC HoldCo B and Shanghai Yide will choose whether to continue the implementation and how to implement the reduction plan according to the market conditions, the company’s share price and other factors, and fulfill the information disclosure in time
Disclosure obligations.
3、 Documents for future reference
1. Notification letter on the progress of reducing Guangdong Dongpeng Holdings Co.Ltd(003012) shares issued by SCC HoldCo B and Shanghai Zhende. It is hereby announced.
Guangdong Dongpeng Holdings Co.Ltd(003012) board of directors March 2, 2002
