Securities code: Sg Micro Corp(300661) securities abbreviation: Sg Micro Corp(300661) Announcement No.: 2022003 Shengbang Microelectronics (Beijing) Co., Ltd
Pre disclosure announcement on the share reduction plan of the company’s controlling shareholders and their persons acting in concert
Xuzhou Hongshun Yongtai Consulting Management Co., Ltd., the controlling shareholder of the company, and Xuzhou Baoli Hongya Consulting Management Co., Ltd., some persons acting in concert, 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.
Special tips:
Xuzhou Hongshun Yongtai Consulting Management Co., Ltd. (hereinafter referred to as “Hongshun Yongtai”) and some persons acting in concert Xuzhou Baoli Hongya Consulting Management Co., Ltd. (hereinafter referred to as “Baoli Hongya”) hold 71066794 shares of Shengbang Microelectronics (Beijing) Co., Ltd. (hereinafter referred to as “the company”) (accounting for 30.05% of the total share capital of the company), Now it is planned to reduce the shares of the company through centralized bidding trading and block trading. In case of reduction through block trading, the reduction period shall be within 3 months after 3 trading days from the date of announcement of the reduction plan; If the shares are reduced through centralized bidding trading, the reduction period shall be within 3 months after 15 trading days from the date of announcement of the reduction plan. The total number of shares to be reduced is expected to be no more than 4731166 shares, i.e. no more than 2.00% of the total share capital of the company (if the company has any share change during the reduction period, such as share distribution, conversion of capital reserve to share capital, the number of shares to be reduced shall be adjusted accordingly).
The company recently received the notification letter on the share reduction plan from the controlling shareholder Hongshun Yongtai and some of its concerted actors Baoli Hongya. The relevant contents are hereby announced as follows:
1、 Basic information of shareholders
Serial number shareholder name shareholding quantity (shares) proportion in total share capital of the company
1 Hongshun Yongtai 4869811320.59%
2. Baolihongya 223686819.46%
Total 7106679430.05%
Note: Hongshun Yongtai was formerly known as “Beijing Hongda Yongtai Investment Management Co., Ltd.” and baolihongya was formerly known as “Beijing baolihongya Investment Management Co., Ltd.”. The industrial and commercial change procedures of the above shareholders have been completed and the business license has been obtained.
2、 Main contents of this reduction plan
1. The reason for the proposed reduction, the source and quantity of shares, and the proportion in the total share capital of the company
Proposed reduction of shareholding in the company’s total
No. shareholder name number of shares share capital proportion reduction reason share source
(shares)
Hongshun Yongtai company’s initial public offering 1 total reduction of shares, total reduction of shares and shares held before listing, shares increased by 2.00% of Baoli Hongya 4731166 due to the conversion of the company’s capital reserve into share capital not exceeding the capital needs of shareholders Increased shares in the secondary market
2. Reduction mode
Through centralized bidding trading, block trading and other ways permitted by laws and regulations. Among them, if the shares are reduced through centralized bidding trading, the total number of shares reduced within any continuous 90 natural days shall not exceed 1% of the total number of shares of the company; If the shares are reduced through block trading, the total number of shares reduced within any continuous 90 natural days shall not exceed 2% of the total number of shares of the company.
3. Reduction period
In case of reduction through block trading, the reduction period shall be within 3 months after 3 trading days from the date of announcement of the reduction plan; In case of reduction through centralized bidding, the reduction period shall be within 3 months after 15 trading days from the date of announcement of the reduction plan.
No reduction is allowed in the following time:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(2) Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the bourse.
4. Reduction price range
On the premise of complying with relevant laws and regulations and the rules of Shenzhen Stock Exchange, it shall be determined according to the market price and trading mode at the time of reduction, and the price per share shall not be lower than the issue price (if the company has ex right and ex interest matters such as share distribution and conversion of capital reserve into share capital during the reduction period, the reduction price shall be subject to re right treatment).
3、 Relevant commitments and performance
As of the disclosure date of this announcement, the statements made by Hongshun Yongtai, Baoli Hongya, Mr. Zhang Shilong and Ms. Zhang Qin
The shareholding intention, reduction commitment and performance are as follows:
Performance of commitment content, commitment time and commitment period of commitment party
Since Sg Micro Corp(300661) completed its initial public offering of A-Shares in China and completed its listing on the gem of Shenzhen Stock Exchange in June 2017, it promised that within 36 months from the date of listing Hongshun Yongtai, No transfer or commitment from June 6, 2017 to June 6, 2020 that baolihongya entrusts others to manage the Sg Micro Corp(300661) initial public offering shares held by the company / myself directly or strictly. On June 6, 2017, Sg Micro Corp(300661) fulfilled the previously held shares, and Sg Micro Corp(300661) will not return the commitment.
Purchase this part of the shares.
The company / enterprise plans to
Carry out limited share reduction and reduce shares every year
The number of shares does not exceed the number of shares held at the end of the previous year
25%, and if the company / enterprise is expected to
Public sale of stock shares with restrictions lifted within three months
The total number of shares exceeds the total number of Sg Micro Corp(300661) shares at that time
1% of the amount will not be concentrated through the stock exchange
The auction trading system transfers the shares held and reduces the holding price
Not less than the listing and issuing price of Sg Micro Corp(300661) A shares
(if Sg Micro Corp(300661) shares have dividends, shares and capital)
Ex rights and ex interest matters such as the conversion of the accumulation fund into share capital
The issue price will be adjusted ex rights and ex interest (adjusted normally). If the company / enterprise plans to reduce its holdings through the centralized bidding trading system of Hongshun yongtaiyi exchange through the securities exchange in June 2017, From June 6, 2017 to June 6, 2022, Baoli Hongya promised to cooperate with Sg Micro Corp(300661) in the period from June 6, 2017 to June 6, 2022, strictly announce the reduction plan at least 15 trading days in advance, and fulfill the above plan on June 6; If the company / the enterprise intends to make the commitment in other ways. The company will cooperate with Sg Micro Corp(300661) before the reduction
Announce the reduction plan at least 3 trading days in advance,
The contents of the reduction plan include but are not limited to: proposed reduction
Number, source, reduction time and Party of shares held
Formula, price range and reasons for reduction. According to such deduction
The duration of the planned reduction of shares is calculated as the reduction of shares
Six months after the announcement and after the expiration of the reduction period,
If the company / enterprise intends to continue to reduce its shares, then
The reduction announcement shall be performed again in accordance with the above arrangements.
The reduction of the company’s holdings will strictly comply with the relevant regulations of the CSRC
Relevant provisions on the reduction of major shareholders.
After the expiration of the lock-in period, while I am a director, supervisor and senior manager of Sg Micro Corp(300661) company, It is promised that the equity / equity of the holding entity transferred by Zhang Shilong every year will not exceed 25% of the total equity / equity of the holding entity held by Zhang Qin during the long-term validity period on June 6, 2017, And did not transfer the equity / equity of the holding entity held by me within half a year after leaving the company. State your commitment. If I am listed on Sg Micro Corp(300661) A shares for 6 months
For those who declare their resignation within 18 days from the date of declaration of resignation
Do not transfer the actual shareholding directly held by me within months
Corporate equity / equity; For example, on Sg Micro Corp(300661) A shares
Those who apply for resignation within the 7th to 12th months from the city,
No transfer within 12 months from the date of declaration of resignation
Equity / interest in the holding entity held by me.
4、 Relevant risk tips
1. The share reduction plan is the normal reduction behavior of relevant shareholders. It will decide whether to implement the share reduction plan according to the market conditions, the company’s share price and other conditions. There is uncertainty about the reduction time, reduction price and whether to implement it on schedule. The company will disclose the implementation progress of the reduction plan in accordance with the regulations.
2. After the implementation of the reduction plan, the controlling shareholders and actual controllers of the company are still Mr. Hongshun Yongtai and Mr. Zhang Shilong. The implementation of the share reduction plan will not lead to the change of the control right of the listed company, nor will it have an impact on the corporate governance structure and sustainable operation, and the fundamentals of the company have not changed significantly.
3. During the period of the above reduction plan, The company will urge the above-mentioned shareholders to strictly abide by the securities law of the people’s Republic of China, the guidelines for self regulatory supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, several provisions on reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the implementation rules for reduction of shares by shareholders, directors, supervisors and senior managers of listed companies on Shenzhen Stock Exchange And other relevant laws, administrative regulations, normative documents and the provisions of the articles of association of Shengbang Microelectronics (Beijing) Co., Ltd., jointly calculate the number and amount of reduction of Hongshun Yongtai and its persons acting in concert, and timely fulfill the obligation of information disclosure. If the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities subsequently issued other provisions on the reduction of shares held by major shareholders, the company will also strictly urge the above shareholders to comply with the provisions.
Please invest rationally and pay attention to investment risks.
5、 Documents for future reference
1. Notification letter on share reduction plan issued by the controlling shareholder and some persons acting in concert. It is hereby announced.
Board of directors of Shengbang Microelectronics (Beijing) Co., Ltd. March 1, 2022
