Securities code: Guangzhou Jointas Chemical Co.Ltd(002909) securities abbreviation: Guangzhou Jointas Chemical Co.Ltd(002909) Announcement No.: 2022013
Guangzhou Jointas Chemical Co.Ltd(002909)
Pre disclosure announcement on share reduction plans of some directors, supervisors and senior managers
Mr. Lin Wuxuan, the director of the company, Mr. Ma yinliang, the supervisor, Ms. Zhou yaman, the supervisor and Mr. Luo Hongqiao, the senior management, 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:
Mr. Lin Wuxuan, the director of the company, Mr. Ma yinliang, the supervisor, Ms. Zhou yaman and Mr. Luo Hongqiao, the senior management, hold 4662391 shares of the company, accounting for 1.2508% of the total share capital of the company. It is planned to reduce 1165400 shares of the company by centralized bidding within six months after 15 trading days from the date of disclosure of this announcement, Accounting for 0.31% of the total share capital of the company, including:
1. Mr. Lin Wuxuan, the director, plans to reduce 80700 shares of the company by means of centralized bidding within six months after 15 trading days from the date of disclosure of this announcement, accounting for 0.02% of the total share capital of the company.
2. Mr. Ma yinliang, the supervisor, plans to reduce 872700 shares of the company by means of centralized bidding within six months after 15 trading days from the date of disclosure of this announcement, accounting for 0.23% of the total share capital of the company.
3. Ms. Zhou yaman, the supervisor, plans to reduce 40700 shares of the company by means of centralized bidding within six months after 15 trading days from the date of disclosure of this announcement, accounting for 0.01% of the total share capital of the company.
4. Mr. Luo Hongqiao, a senior manager, plans to reduce 171300 shares of the company by means of centralized bidding within six months after 15 trading days from the date of disclosure of this announcement, accounting for 0.05% of the total share capital of the company. The company has recently received the notification letter on the reduction plan of Guangzhou Jointas Chemical Co.Ltd(002909) shares held by the above personnel. According to the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the specific situation is hereby announced as follows:
1、 Basic information of reducing shareholders
Number of shareholders holding shares in total share capital, of which
The serial number refers to the position (share) proportion of shareholders (%). The number of shares with limited sales conditions (shares) and the number of shares with unlimited sales conditions (shares)
1 Director Lin Wuxuan 3228910.08724216880723
2 Ma yinliang supervisor 34909250.9372618194872731
3 Zhou yaman supervisor 1629820.04412223640746
4 Luo Hongqiao senior management 6855930.184514195171398
personnel
Total 46623911.25134967931.165598
2、 Main contents of this reduction plan
1. Reason for reduction: own capital demand
2. Source of shares:
(1) The shares reduced by Lin Wuxuan, Ma yinliang and Zhou yaman come from the shares issued before the company’s initial public offering;
(2) The shares reduced by Luo Hongqiao come from the shares issued before the company’s initial public offering and the unlocking part of the 2020 restricted stock incentive plan (including the conversion of capital reserve to increase).
3. Number and proportion of shares to be reduced:
Lin Wuxuan plans to reduce the company’s shares by no more than 80700 shares, that is, no more than 0.02% of the company’s current total share capital; Ma yinliang plans to reduce the company’s shares by no more than 872700 shares, that is, no more than 0.23% of the company’s current total share capital; Zhou yaman plans to reduce the company’s shares by no more than 40700 shares, that is, no more than 0.01% of the company’s current total share capital; Luo Hongqiao plans to reduce the company’s shares by no more than 171300 shares, that is, no more than 0.05% of the company’s current total share capital.
The above directors, supervisors and senior executives plan to reduce the total number of shares of the company by no more than 1165400 shares, that is, no more than 0.31% of the current total share capital of the company.
During the implementation of the reduction plan, if the company has changes in share capital such as additional issuance, share distribution, conversion of capital reserve to share capital, cancellation of shares, etc., the above reduction amount shall be adjusted accordingly and the reduction proportion shall remain unchanged.
4. Reduction period:
Within six months after the announcement of the reduction of shares held by Wuliang and Malian within 15 weeks after the announcement of the reduction of shares held by Wuliang and Malian.
5. Reduction methods: centralized bidding trading, block trading and other methods permitted by laws and regulations.
6. Reduction price: it shall be determined according to the secondary market price and trading mode at the time of reduction, and shall not be lower than the issuance price at the time of the company’s initial public offering of shares (if the company’s shares have ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during this period, the issuance price shall be adjusted accordingly).
3、 Commitments and performance of shareholders
Mr. Lin Wuxuan promises that: (1) within 12 months from the date of listing of the issuer’s shares, he will not transfer or entrust others to manage the issuer’s shares directly or indirectly held before this issuance, nor will the issuer repurchase such shares. (2) It will comply with the provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shenzhen Stock Exchange and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
Mr. Ma yinliang, Ms. Zhou yaman and Mr. Luo Hongqiao promise that: (1) within 12 months from the date of listing of the company’s shares, they will not transfer or entrust others to manage the issuer’s shares directly or indirectly held before this issuance, nor will the company repurchase such shares. During his tenure in the company, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by him; Within half a year after my resignation, I will not transfer the shares of the company directly or indirectly held by me. Within 12 months after I declare my resignation, the number of shares of the company listed and sold through the stock exchange shall not exceed 50% of the total number of shares of the company directly or indirectly held by me; (2) During the period of share reduction in accordance with the plan, strictly abide by the securities law, the stock listing rules of Shenzhen Stock Exchange, several provisions on share reduction of shareholders and directors, supervisors and senior managers of listed companies, as well as the relevant laws, administrative regulations, departmental rules and normative documents such as the company’s commitment to share reduction before listing, and timely fulfill the obligation of information disclosure.
As of the disclosure date of this reduction plan, Mr. Lin Wuxuan, Mr. Ma yinliang, Ms. Zhou yaman and Mr. Luo Hongqiao have strictly complied with the above commitments, and there are no violations of the above commitments and no outstanding share locking commitments. The shares issued before the initial public offering held by the above shareholders have been lifted on October 26, 2018. The proposed reduction is consistent with the previously disclosed intentions and commitments. The first restricted sale period of the restricted shares of the 2020 restricted stock incentive plan held by Mr. Luo Hongqiao expired on May 27, 2021 and was listed and circulated on June 15, 2021.
4、 Relevant risk tips
1. The implementation of this reduction plan is uncertain. The above shareholders will decide whether to reduce their holdings according to market conditions, their own conditions and the company’s share price. The company will continue to pay attention to the progress of this reduction plan and timely fulfill the obligation of information disclosure in accordance with relevant regulations.
2. This share reduction plan does not violate the provisions of laws, regulations and normative documents such as the securities law, the stock listing rules of Shenzhen Stock Exchange, some provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock exchange No. 10 – management of share changes.
3. During the implementation of the share reduction plan, the board of directors of the company will urge the above shareholders to strictly abide by the provisions of relevant laws and regulations, departmental rules and normative documents and timely perform the obligation of information disclosure.
4. The implementation of the share reduction plan will not lead to the change of the control right of the listed company, and will not have a significant impact on the corporate governance structure, equity structure and sustainable operation.
5、 Documents for future reference
Notification letter on reduction plan of Guangzhou Jointas Chemical Co.Ltd(002909) shares held by the above shareholders.
It is hereby announced.
Guangzhou Jointas Chemical Co.Ltd(002909) board of directors
March 2, 2002
