Securities code: Chengdu Xgimi Technology Co.Ltd(688696) securities abbreviation: Chengdu Xgimi Technology Co.Ltd(688696) Announcement No.: 2022004 Chengdu Xgimi Technology Co.Ltd(688696)
Announcement of shareholders’ share reduction plan
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Basic information of shareholding of major shareholders
As of the disclosure date of this announcement, the shareholder of Chengdu Xgimi Technology Co.Ltd(688696) (hereinafter referred to as “the company” or ” Chengdu Xgimi Technology Co.Ltd(688696) “) Beijing Baidu Netnews Technology Co., Ltd. (hereinafter referred to as “Baidu Netnews”) holds 4941596 shares of the company, accounting for 9.88% of the total share capital; Beijing Baidu Biwei enterprise management center (limited partnership) (hereinafter referred to as “Baidu Biwei”) holds 862676 shares of the company, accounting for 1.73% of the total share capital. Baidu Netnews and Baidu Biwei are enterprises controlled by the same actual controller and acting in concert. They hold 5804272 shares of the company, accounting for 11.61% of the total share capital of the company.
The above shares are from the shares before the company’s initial public offering, and have been released from the restriction on sale and listed for circulation on March 3, 2022. For details, see the company’s website on Shanghai Stock Exchange on February 23, 2022（ http://www.sse.com.cn. ）Announcement of Chengdu Xgimi Technology Co.Ltd(688696) on the listing and circulation of some restricted shares in the initial public offering (Announcement No.: 2022002).
Main contents of share reduction plan
Baidu.com, the shareholder of the company, plans to reduce the number of shares by auction and block trading, which is no more than 1277058 shares, accounting for 2.55% of the total share capital. Baidu Biwei plans to reduce the number of shares by auction and block trading, which is no more than 862676 shares, accounting for 1.73% of the total share capital. Baidu.com and Baidu Biwei jointly reduce the number of shares by no more than 2139734 shares, That is, not more than 4.28% of the total share capital of the company. This reduction period: if baidu.com reduces its holdings through centralized bidding, it shall be carried out from April 25, 2022 to June 8, 2022; if Baidu Biwei reduces its holdings through centralized bidding, it shall be carried out from April 25, 2022 to September 8, 2022; if baidu.com reduces its holdings through block trading, it shall be three months from the date of announcement disclosure
Within 3 months after the trading day, if Baidu Biwei reduces its holdings through block trading, it shall be reduced from the date of announcement disclosure
Within 6 months after 3 trading days. During the implementation of the reduction plan, if the company has a share offering or capital public offering
The number of shares to be reduced will be adjusted accordingly for changes in shares such as conversion of provident fund into share capital and allotment of shares.
1、 Basic information of the reducing entity
Number of shares held
Shareholder name shareholder identity shareholding proportion current shareholding source
(shares)
More than 5% of baidu.com’s non IPO acquisition: 4941596 shares
A major shareholder 49415969.88%
More than 5% of Baidu Biwei’s non IPO acquisition: 862676 shares
A major shareholder 8626761.73%
There are persons acting in concert with the above reduction subjects:
Number of shares held
Reasons for the formation of concerted action relationship between shareholder name and shareholding ratio
(shares)
In the first group, baidu.com 49415969.88% were controlled by the same actual controller
Enterprise
Baidu Biwei 8626761.73% controlled by the same actual controller
Enterprise
Total 580427211.61% –
Major shareholders and persons acting in concert have not reduced their shares since listing.
2、 Main contents of share reduction plan
Planned reduction
Shareholders plan to reduce their holdings through competitive trading. Reasonable holdings to be reduced. Number of holdings to be reduced. Reduction method
Source reason of price range during the period of stated holding proportion reduction (shares)
Baidu.com does not exceed or exceed the bidding transaction minus 2022 / 4 / 25. Take its own information according to the market price before IPO. Too: hold, no more than: ~ 2022 / 6 / 8 gedejin needs 2.55% 500000 shares
127705 block trading minus
8 shares, not exceeding:
1000000 shares
Baidu Bi Bu Chao does not exceed the bidding transaction minus 2022 / 4 / 25. Take its own capital before IPO at the market price. Too: hold, no more than: ~ 2022 / 9 / 8. Gedejin needs 8626761.73% 862676 shares
Decrease in block trading of shares
Hold, not exceeding:
862676 shares
Note: the reduction period of baidu.com bulk trading is 3 months after 3 trading days from the date of disclosure of this announcement
Within the; The reduction period of Baidu Biwei block trading is 6 months after 3 trading days from the date of disclosure of this announcement
Within months.
(I) whether the relevant shareholders have other arrangements □ yes √ no
(II) major shareholders’ previous opinions on shareholding ratio, shareholding quantity, shareholding period, reduction method, reduction quantity and reduction
Whether the holding price has made a commitment √ yes □ no
Baidu.com and Baidu Biwei promise:
1. Within 12 months from the date of issuance and listing of Chengdu Xgimi Technology Co.Ltd(688696) this time (hereinafter referred to as “lock up period”),
The company / enterprise does not transfer or entrust others to manage the direct or indirect holding of the company / enterprise before listing
Some Chengdu Xgimi Technology Co.Ltd(688696) shares will not be repurchased by Chengdu Xgimi Technology Co.Ltd(688696) directly or indirectly before listing
Shares held in the company. If Chengdu Xgimi Technology Co.Ltd(688696) carries out equity distribution, etc., resulting in the company / the company held by the enterprise
In case of any change in shares, the company / enterprise will still abide by the above commitments.
2. As a shareholder holding more than Chengdu Xgimi Technology Co.Ltd(688696) 5% shares in the company / the enterprise or the unanimous consent of such shareholders
During the period of the actor, the company / enterprise will not reduce Chengdu Xgimi Technology Co.Ltd(688696) shares under any of the following circumstances:
(1) Chengdu Xgimi Technology Co.Ltd(688696) or the company / enterprise is under the supervision of China Securities Regulatory Commission on suspicion of securities and Futures Crimes
When a case is filed for investigation or is filed for investigation by a judicial organ, as well as when an administrative penalty decision or criminal judgment is made
Less than 6 months later; (2) The company / enterprise has been punished by the securities exchange for violating the business rules of the stock exchange
The exchange has publicly denounced the case for less than 3 months; (3) Laws, administrative regulations, departmental rules and normative documents
And other circumstances prescribed by the business rules of the stock exchange.
3. During the shareholding period of the company / enterprise, the company / enterprise will report to Chengdu Xgimi Technology Co.Ltd(688696) the number of shares held by the company / enterprise directly or indirectly and the corresponding changes; The company / enterprise will strictly abide by the company law (2018 Amendment), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (April 2019 Amendment) (SZF [2019] No. 53) and The detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shanghai Stock Exchange (SZF [2017] No. 24) and other relevant laws, administrative regulations and normative documents.
4. During the shareholding period of the company / the enterprise, if the laws, administrative regulations, normative documents, policies and the requirements of the securities regulatory authority on share locking and reduction change, the company / the enterprise is willing to automatically apply the changed laws, administrative regulations, normative documents, policies and the requirements of the securities regulatory authority.
5. This commitment remains valid and cannot be changed or revoked.
6. After the expiration of the above-mentioned lock up period, the company / the enterprise will reduce the shares held by the company / the enterprise that have been issued before Chengdu Xgimi Technology Co.Ltd(688696) listing according to its own capital demand, realized investment income, fluctuation of the company’s stock price and other conditions under the condition of meeting relevant laws, regulations and regulatory requirements and meeting the following conditions at the same time.
7. During the period when the company / enterprise is the shareholder holding more than Chengdu Xgimi Technology Co.Ltd(688696) 5% shares or the concerted action of such shareholders, the company / enterprise shall make an announcement three trading days in advance before reducing Chengdu Xgimi Technology Co.Ltd(688696) shares, and perform the obligation of information disclosure in a timely and accurate manner in accordance with the rules of Shanghai Stock Exchange. The reduction of the company’s / the company’s shares shall comply with the provisions of relevant laws and regulations, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, custody to the sponsor and other ways in line with the relevant provisions of the CSRC and the stock exchange.
8. If the above commitments are not fulfilled, the company / enterprise will publicly explain the specific reasons for the non fulfillment at the Chengdu Xgimi Technology Co.Ltd(688696) shareholders’ meeting and the media designated by the CSRC, apologize to Chengdu Xgimi Technology Co.Ltd(688696) shareholders and public investors, and will not receive cash dividends until the commitments are actually fulfilled or the violations are eliminated; All the proceeds obtained due to the failure to fulfill the above commitments will belong to the company, and the proceeds will be paid to the account designated by Chengdu Xgimi Technology Co.Ltd(688696) within five days after receiving the proceeds; If Chengdu Xgimi Technology Co.Ltd(688696) , Chengdu Xgimi Technology Co.Ltd(688696) other shareholders or interested parties suffer losses due to failure to fulfill the above commitments, the company / the enterprise will compensate Chengdu Xgimi Technology Co.Ltd(688696) , Chengdu Xgimi Technology Co.Ltd(688696) other shareholders or interested parties for relevant losses according to law.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
(III) whether it is a non-profit company at the time of listing, and its controlling shareholders, actual controllers, directors, supervisors and senior managers plan to reduce their pre IPO shares □ yes √ no
(IV) other matters required by the exchange
3. The controlling shareholder or actual controller reduces the shares before the initial public offering
Whether the controlling shareholder or actual controller intends to reduce the shares before the initial public offering □ yes √ no
4、 Relevant risk tips (I) uncertainty risk of the implementation of the reduction plan
The above shareholders will decide whether to implement the reduction plan according to the market conditions, the company’s share price and other comprehensive factors. There are certain uncertainties in the reduction time, reduction quantity and reduction price of the reduction plan. Please invest rationally and pay attention to the investment risks. This reduction plan will not have a significant impact on corporate governance and sustainable operation. (II) 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 provisions of Several Provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange and other relevant laws, regulations and normative documents. During the implementation of the reduction plan, the above shareholders will implement the reduction in strict accordance with the provisions of laws, regulations, departmental rules, normative documents and relevant regulatory requirements, and timely fulfill the obligation of information disclosure. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Board of directors
