Securities code: 002922 securities abbreviation: Eaglerise Electric & Electronic (China) Co.Ltd(002922) Announcement No.: 2021-145
Eaglerise Electric & Electronic (China) Co.Ltd(002922)
Pre disclosure announcement on the proposed reduction of shares by directors, supervisors and senior managers of the company
Mr. Wang Yilong, a director and senior manager of the company, Mr. Li Jingmin, a supervisor, and Mr. Zhang tielei, Mr. Chen Lin, Mr. Zhao Nannan, Mr. Liu Desong, and Ms. Chen Lijun, senior managers of the company, guarantee that the information provided to the company 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.
Special tips:
1. Mr. Wang Yilong, a director and senior manager, and Mr. Zhang tielei, a senior manager, hold 10757744 shares and 2289773 shares of the company respectively. They plan to reduce their holdings of no more than 2680000 shares and 570000 shares by means of centralized bidding or block trading, accounting for about 0.90% and 0.19% of the total share capital of the company respectively. Where the holdings are reduced by means of centralized bidding, the reduction period shall be within 6 months after 15 trading days from the date of disclosure of this announcement; If the holdings are reduced by block trading, the reduction period shall be within 6 months after 3 trading days from the date of disclosure of this announcement.
2. Mr. Li Jingmin, the supervisor of the company, Mr. Chen Lin, Mr. Zhao Nannan, Mr. Liu Desong and Ms. Chen Lijun hold 86554 shares, 131452 shares, 130687 shares, 61455 shares and 66937 shares respectively. It is planned to reduce the shares of the company by centralized bidding within 6 months after 15 trading days from the date of disclosure of this announcement 32863 shares, 32672 shares, 15364 shares and 16734 shares, accounting for about 0.01%, 0.01%, 0.01%, 0.01% and 0.01% of the total share capital of the company respectively.
In case of any window period specified by laws and regulations during the above reduction period, the reduction will not be made.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as ” Eaglerise Electric & Electronic (China) Co.Ltd(002922) ” and “the company”) has recently received the notification letter of share reduction plan issued by the company’s director and senior management Mr. Wang Yilong, senior management Mr. Zhang tielei, supervisor Mr. Li Jingmin, senior management Mr. Chen Lin, Zhao Nannan, Mr. Liu Desong and Ms. Chen Lijun respectively. The relevant matters are hereby announced as follows:
1、 Basic information of shareholders
The names of the shareholders who plan to reduce their shares and the number and proportion of the company’s shares are as follows:
Shareholder name position shareholding quantity (shares) shareholding ratio
Wang Yilong, director and general manager 107577443.63%
Zhang tielei, deputy general manager 22897730.77%
Li Jingmin, chairman of the board of supervisors 865540.03%
Chen Lin, deputy general manager 1314520.04%
Zhao Nannan, deputy general manager 1306870.04%
Liu Desong CFO 614550.02%
Chen Lijun, deputy general manager and Secretary of the board of directors 669370.02%
Total 135246024.56%
Note: the difference between the sum of the total shareholding ratio and its sub items is due to the rounding of the data.
2、 Main contents of this reduction plan
1. Reasons for reduction: shareholders’ personal capital needs.
2. Reduction methods: block trading and centralized bidding.
3. Source of shares:
(1) The shareholders Mr. Wang Yilong, Mr. Zhang tielei and Mr. Li Jingmin plan to reduce their shares to the shares issued before the initial public offering of Eaglerise Electric & Electronic (China) Co.Ltd(002922) and the shares increased by converting the capital reserve into share capital after the listing of the company (Mr. Wang Yilong’s shares are derived from the non trading transfer shares of the original shareholder Guizhou Yingwei Enterprise Management Co., Ltd. for dissolution and liquidation; Mr. Zhang tielei and Mr. Li Jingmin’s shares are derived from the non trading transfer shares of the original shareholder Zheng’an Kenote Enterprise Management Co., Ltd. for dissolution and liquidation);
(2) The shares to be reduced by the shareholders Mr. Chen Lin, Mr. Zhao Nannan, Mr. Liu Desong and Ms. Chen Lijun are the shares granted by the restricted stock incentive plan in 2019 and the shares increased by the conversion of the company’s capital reserve into share capital after listing.
4. Number of shares to be reduced
Name of shareholders the number of shares to be reduced shall not exceed the proportion of the shares to be reduced in the total share capital
Wang Yilong 268000024.91% 0.90%
Zhang tielei 57000024.89% 0.19%
Li Jingmin 2163925.00% 0.01%
Chen Lin 3286325.00% 0.01%
Zhao Nannan 3267225.00% 0.01%
Liu Desong 1536425.00% 0.01%
Chen Lijun 1673425.00% 0.01%
Total 336927224.91% 1.14%
Note: if there are share changes such as share distribution and conversion of capital reserve into shares during the reduction period, the number of shares to be reduced will be adjusted accordingly.
5. Reduction period:
(1) If Mr. Wang Yilong, a director and senior manager, and Mr. Zhang tielei, a senior manager, reduce their holdings by means of centralized bidding, the reduction period shall be within 6 months after 15 trading days from the date of disclosure of this announcement. If they reduce their holdings by means of block trading, the reduction period shall be within 6 months after 3 trading days from the date of disclosure of this announcement. In case of window period specified by laws and regulations, No reduction;
(2) Mr. Li Jingmin, the supervisor, Mr. Chen Lin, Mr. Zhao Nannan, Mr. Liu Desong and Ms. Chen Lijun, the senior management shall reduce their holdings within 6 months after 15 trading days from the date of disclosure of this announcement. In case of window period stipulated by laws and regulations, they shall not reduce their holdings.
6. Reduction price:
(1) The reduction price of shareholders Mr. Wang Yilong, Mr. Zhang tielei and Mr. Li Jingmin shall be determined according to the market price and shall not be less than 6.86 yuan / share. ( Eaglerise Electric & Electronic (China) Co.Ltd(002922) the issuance price of initial public offering shares is 12.41 yuan / share; in 2018 Eaglerise Electric & Electronic (China) Co.Ltd(002922) cash dividend of 0.2 yuan / share; in 2019 Eaglerise Electric & Electronic (China) Co.Ltd(002922) cash dividend of 0.15 yuan / share; in 2020 Eaglerise Electric & Electronic (China) Co.Ltd(002922) Distribute cash dividend of 0.2 yuan / share; In 2021, Eaglerise Electric & Electronic (China) Co.Ltd(002922) will distribute cash dividend of 0.2 yuan / share, and the capital reserve will be increased by 7 shares for every 10 shares);
(2) The reduction price of shareholders Mr. Chen Lin, Mr. Zhao Nannan, Mr. Liu Desong and Ms. Chen Lijun shall be determined according to the market price.
7. Relevant commitments and performance
(i) Mr. Wang Yilong, a director and senior manager of the company, and Mr. Zhang tielei, a senior manager, made the following commitments in Eaglerise Electric & Electronic (China) Co.Ltd(002922) prospectus for initial public offering and announcement on listing of initial public offering:
(1) Within 12 months from the date of listing of the issuer’s shares, the issuer shall not transfer or entrust others to manage the issuer’s shares indirectly held by it, nor shall the issuer repurchase such shares. After the expiration of the above lock-in period, during his tenure as a director, supervisor or senior manager of the company, the shares transferred each year shall not exceed 25% of the total number of issuer’s shares held by him; Do not transfer its shares of the issuer within six months from the date of resignation. (2) In addition to the above-mentioned lock up period, if the shares directly and indirectly held by the issuer are reduced within two years after the expiration of the lock up period, the reduction price shall not be lower than the issue price; if the closing price of the issuer’s shares for 20 consecutive trading days is lower than the issue price within 6 months after the issuer’s listing, or the closing price at the end of 6 months after listing is lower than the issue price, the lock up price of the issuer’s shares directly and indirectly held by the issuer shall not be lower than the issue price The term limit is automatically extended for at least 6 months.
(3) If the shares held by the company are reduced within 2 years after the expiration of the lock-in period, the amount of reduction shall not exceed 40% of the total shares held by the company. The reduction of shares shall comply with the provisions of relevant laws, regulations and rules, including but not limited to bidding trading in the secondary market, block trading, agreement transfer, etc. if the shares held by the company are reduced within 2 years after the expiration of the lock-in period The reduction price shall be determined according to the secondary market price at that time, and shall not be lower than the issuance price of the company’s initial public offering. If the shares of the company held by the company are reduced after the expiration of the promised lock-in period, the company shall submit a description of the reasons for the reduction, the amount of reduction and the reduction plan three trading days in advance, and the company shall make an announcement three trading days before the reduction.
The above issue price refers to the issue price of the company’s initial public offering of shares. If the company carries out ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons after listing, it shall be treated as ex rights and ex interests in accordance with the relevant provisions of the stock exchange.
As of the disclosure date of this announcement, Mr. Wang Yilong and Mr. Zhang tielei have strictly fulfilled the above commitments without subsequent additional commitments. There is no violation of relevant commitments in the proposed reduction of shares.
（2） Mr. Li Jingmin, the supervisor of the company, made the following commitments in Eaglerise Electric & Electronic (China) Co.Ltd(002922) prospectus for initial public offering and announcement on listing of initial public offering:
(1) Within 12 months from the date of listing of the issuer’s shares, the issuer shall not transfer or entrust others to manage the issuer’s shares indirectly held by it, nor shall the issuer repurchase such shares. After the expiration of the above lock-in period, during his tenure as a director, supervisor or senior manager of the company, the shares transferred each year shall not exceed 25% of the total number of issuer’s shares held by him; Do not transfer its shares of the issuer within six months from the date of resignation. (2) If the shares held by the company are reduced within 2 years after the expiration of the lock-in period, the amount of reduction shall not exceed 40% of the total shares held by the company. The reduction of shares shall comply with the provisions of relevant laws, regulations and rules, including but not limited to bidding trading in the secondary market, block trading, agreement transfer, etc. if the shares held by the company are reduced within 2 years after the expiration of the lock-in period The reduction price shall be determined according to the secondary market price at that time, and shall not be lower than the issuance price of the company’s initial public offering. If the shares of the company held by the company are reduced after the expiration of the promised lock-in period, the company shall submit a description of the reasons for the reduction, the amount of reduction and the reduction plan three trading days in advance, and the company shall make an announcement three trading days before the reduction.
The above issue price refers to the issue price of the company’s initial public offering of shares. If the company carries out ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons after listing, it shall be treated as ex rights and ex interests in accordance with the relevant provisions of the stock exchange.
As of the disclosure date of this announcement, Mr. Li Jingmin has strictly fulfilled the above commitments without subsequent additional commitments. There is no violation of relevant commitments in the proposed reduction of shares.
（3） Senior managers Mr. Chen Lin, Mr. Zhao Nannan, Mr. Liu Desong and Ms. Chen Lijun promise that during their tenure, the shares transferred each year will not exceed 25% of the total shares held by them; they will not transfer the shares held by them within six months after their resignation.
As of the date of this announcement, Mr. Chen Lin, Mr. Zhao Nannan, Mr. Liu Desong and Ms. Chen Lijun have strictly fulfilled this commitment. There is no violation of relevant commitments in the proposed reduction of shares.
3、 Relevant risk tips
1. There is uncertainty risk in the implementation of the above shareholders’ share reduction plan. Shareholders will decide whether to implement the share reduction plan according to market conditions, the company’s share price and other factors.
2. The above shareholders are not the controlling shareholders, actual controllers and persons acting in concert of the company. The implementation of this share reduction plan will not lead to changes in the company’s control and will not have a significant impact on the company’s governance structure, equity structure and sustainable operation.
3. During the implementation of the reduction plan, the company will urge the shareholders of the reduction plan to strictly abide by the provisions and commitments of relevant laws and regulations, and fulfill the corresponding information disclosure obligations.
4、 Documents for future reference
1. Notification letter of share reduction plan issued by the above shareholders respectively.
It is hereby announced.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) board of directors
