Securities code: 002712 securities abbreviation: Simei Media Co.Ltd(002712) Announcement No.: 2021-072
With regard to the progress announcement on the reduction of more than half of shareholders' shares and the reduction proportion of 1%, the shareholder Changji capital investment limited partnership guarantees that the content of information disclosure is true, accurate and complete, and there are no 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. The shareholder of Simei Media Co.Ltd(002712) (hereinafter referred to as the "company"), Changji capital investment limited partnership (hereinafter referred to as the "capital investment"), submitted the notification letter on the share reduction plan (hereinafter referred to as the "share reduction plan") to the company on November 26, 2021 ）， It is proposed to reduce the company's shares by centralized bidding within 6 months after 15 trading days from the date of announcement of the reduction plan or by block trading within 6 months after 3 trading days from the date of announcement of the reduction plan. For details, see the company's publication in the securities times on November 27, 2021 And the pre disclosure announcement of Simei Media Co.Ltd(002712) on the share reduction plan of shareholders holding more than 5% in total with those acting in concert (Announcement No.: 2021-065) on http://www.cn.info.com.cn.
On December 27, 2021, the company received the notification letter on the implementation progress of reducing the company's shares issued by capital investment. During the period from December 20, 2021 to December 27, 2021, capital investment reduced 3601625 shares of the company through centralized bidding transactions, accounting for 0.62% of the company's total share capital, and more than half of the reduction planned.
On November 26, 2021, the company received the notification letter on the expiration of the share reduction plan issued by capital investment. During the period from November 15, 2021 to November 26, 2021, capital investment reduced 221040 shares of the company through centralized bidding, accounting for 0.38% of the total share capital of the company. For details, please refer to Simei Media Co.Ltd(002712) announcement on the expiration of the plan for reduction of shareholders' shares holding more than 5% in total with persons acting in concert (Announcement No.: 2021-064) published by the company in the securities times and cninfo (www.cn. Info. Com.. CN) on November 27, 2021.
In accordance with the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, the relevant information is hereby announced as follows:
1、 More than half of the shareholders' reduction plans
1. Share reduction by shareholders
Name of shareholder reduction method during the reduction period, the average price of reduction and the proportion of reduced shares in the total share capital (yuan / share) (share) (%)
Changji initial investment 2021-12-20
The limited partnership concentrated bidding to 4.95636016250.622021-12-27
Total -- 4.95636016250.62
The above reduced shares of capital investment come from the shares issued before the company's initial public offering and the shares obtained by the company by converting capital reserve into share capital.
2. Shareholding of shareholders before and after this reduction
Name of shareholder: share capital held before the reduction and shares held after the reduction
Number of shares (shares) in total share capital proportion of shares in total share capital
Initial investment (%) (share) (%)
5,147,7340.891,566,1090.27
2、 Basic information of the share reduction reaching 1%
1. Basic information
Information disclosure obligor: changjizhou Capital Investment Co., Ltd
Address: second floor, Manas town government office building, No. 284, Biyu Avenue, Manas County, Changji Prefecture, Xinjiang
Changes in equity from November 15, 2021 to December 27, 2021
Stock abbreviation Simei Media Co.Ltd(002712) stock code 002712
Change type
(increase □ decrease √ persons acting in concert have √ none □
(optional)
Whether it is the largest shareholder or actual controller yes □ no √
2. Changes in equity
Type of shares (A shares, B shares, etc.) number of shares increased / decreased (10000 shares) proportion of shares increased / decreased (%)
A shares 581.20251%
Total 581.20251%
The way of equity change this time (mainly through the centralized trading of the stock exchange √
□) block trading through stock exchange □
Others □ (please specify)
Self owned funds □ bank loans □
The capital source of this share increase is loans from other financial institutions □ shareholder investment □
(multiple choices are allowed) others □ (please specify)
Not involving the source of funds √
3. Shares of listed companies owned by investors and persons acting in concert before and after the change
Shares held before this change shares held after this change
Nature of shares in total share capital proportion in total share capital proportion number of shares (10000 shares) (%) number of shares (10000 shares) (%)
Total shares held: 6121.039710 53%5,541.83729. 54%
Including: 6121.039710 shares with unlimited sales conditions 53%5,541.83729. 54%
Shares with limited sales conditions 00% 00%
4. Implementation of commitments, plans, etc
Yes √ no □
Capital investment submitted the notification letter on share reduction plan to the company on April 30, 2021: it plans to reduce the company's shares by centralized bidding or whether this change is to fulfill the block transaction within 6 months after 15 trading days from the date of announcement of the share reduction plan (May 27, 2021 to November 26, 2021) (no more than 2.27% of the company's commitment, intention and total share capital). Up to now, the reduction plan has been fulfilled.
On November 26, 2021, planned capital investment submitted the notification letter on share reduction plan to the company: it plans to reduce the company's shares by centralized bidding or block trading within 6 months after 15 trading days from the date of announcement of the share reduction plan (December 20, 2021 to June 19, 2022) (no more than 0.89% of the total share capital of the company). Up to now, the reduction plan has not been completed.
Is there any violation of the securities law and the listed company in this change
Acquisition management measures and other laws yes □ no √
Administrative regulations, departmental rules, if yes, please explain the specific situation of violation, rectification plan and treatment measures. Provisions of normative documents and business rules of the exchange 5 Shares with restricted voting rights
Yes √ no □
According to Article 60 of the securities law, on August 24, 2019, Mr. Zhu Mingqiu, the person acting in concert of capital investment, issued three provisions, whether there is a letter of commitment to give up part of the voting rights, promising to irrevocably give up the voting rights corresponding to 53852263 shares of the company (accounting for 20% of the total share capital of the listed company)
9.27%）。
6. Further explanation on the increase of shares held by more than 30% shareholders (not applicable) whether the increase is in line with the acquisition of listed companies
Exemption from tender offer stipulated in the administrative measures yes □ no □
situation
Commitment of shareholders and persons acting in concert not to reduce their shares of the company within the legal period 7 Documents for future reference 1. Details of shareholding changes of China Securities Depository and Clearing Co., Ltd. □
2. Relevant written commitment documents □
3. Written opinions of lawyers □
4. Other documents required by SZSE √
3、 Other instructions
1. The actual reduction is consistent with the previously disclosed reduction plan.
2、 This share reduction does not violate Several Provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, stock listing rules of Shenzhen Stock Exchange (revised in 2020) and guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) And other laws, regulations and normative documents.
3. On December 27, 2021, capital investment bought 20000 shares of the company.
4. The share reduction plan will not have an impact on the corporate governance structure, equity structure and sustainable operation, and the fundamentals of the company have not changed significantly.
5. The company will continue to pay attention to the progress of the implementation of the share reduction plan of the above shareholders, and timely perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations. Please invest rationally.
4、 Documents for future reference
1. Notification letter on the implementation progress of share reduction of the company.
Simei Media Co.Ltd(002712) board of directors December 28, 2021
