Securities code: Nova Technology Corporation Limited(300921) securities abbreviation: Nova Technology Corporation Limited(300921) Announcement No.: 2022018 Nova Technology Corporation Limited(300921)
Announcement on pre disclosure of reduction of shares held by shareholders holding more than 5%
Shenzhen Dongfang Fuhai venture capital enterprise (limited partnership), a shareholder holding more than 5%, guarantees 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:
Shenzhen Dongfang Fuhai venture capital enterprise (limited partnership) (hereinafter referred to as "Dongfang Fuhai"), the shareholder holding 10536000 shares of Nova Technology Corporation Limited(300921) (hereinafter referred to as "the company") (accounting for 8.0008% of the total share capital of the company), plans to reduce no more than 3951800 shares of the company (accounting for 3.0009% of the total share capital of the company) by means of centralized bidding and block trading.
In case of reduction through centralized bidding trading, it shall be implemented within 6 months after 15 trading days from the date of disclosure of this announcement (i.e. from March 23, 2022 to September 23, 2022); The reduction through block trading shall be implemented within 6 months after 3 trading days from the date of disclosure of this announcement (i.e. from March 7, 2022 to September 7, 2022). If the company changes its shares during the period of share reduction, such as share distribution and conversion of capital reserve into share capital, the number of shares reduced above shall be adjusted accordingly according to the principle of unchanged reduction proportion.
On February 28, 2022, the company received the notification letter on the share reduction plan of Shenzhen Dongfang Fuhai venture capital enterprise (limited partnership) issued by Dongfang Fuhai, the shareholder holding more than 5% of the company. The relevant information is hereby announced as follows:
1、 Basic information of shareholders
1. Shareholder name: Shenzhen Dongfang Fuhai venture capital enterprise (limited partnership)
2. Number of shares held by shareholders: 10536000 shares (accounting for 8.0008% of the total share capital of the company). II. Main contents of this share reduction plan
(I) main contents of the share reduction plan
1. Reasons for the proposed reduction of shares: capital requirements for business development;
2. Source of shares held by the company: shares held by the company before its initial public offering;
3. Number and proportion of shares to be reduced: the number of shares to be reduced shall not exceed 3951800 shares, accounting for 3.0009% of the total share capital of the company (in case of share changes such as share distribution and conversion of capital reserve to share capital during the reduction of shares, the number of shares to be reduced shall be adjusted accordingly according to the principle that the reduction proportion remains unchanged);
4. Ways of reducing shares: reducing shares through centralized bidding trading and block trading;
5. Period of share reduction: if the shares are reduced through centralized bidding trading, it shall be implemented within 6 months after 15 trading days from the date of disclosure of this announcement (i.e. from March 23, 2022 to September 23, 2022); The reduction through block trading shall be implemented within 6 months after 3 trading days from the date of disclosure of this announcement (i.e. from March 7, 2022 to September 7, 2022).
Dongfang Fuhai has passed the policy filing application of China Securities Investment Fund Association, Comply with the special provisions on share reduction of venture capital fund shareholders of listed companies issued by China Securities Regulatory Commission on March 6, 2020 and the detailed rules for the implementation of share reduction of venture capital fund shareholders of listed companies issued by Shenzhen Stock Exchange. The details are as follows: as of the date of initial public offering and listing of the company, The investment period of Dongfang Fuhai in the company is more than 60 months, and the total number of shares reduced is not limited by proportion.
6. Reduction price range: determined according to the market price at the time of reduction, the reduction price shall not be lower than the issuance price of the company's initial public offering of A-Shares (if the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price will be adjusted accordingly).
(II) the share reduction of Dongfang Fuhai is consistent with the shareholding intention and commitment previously disclosed by the company, and there is no violation of relevant intention and commitment.
3、 Commitments and performance made by shareholders
Dongfang Fuhai, a shareholder holding more than 5%, made the following commitments during the company's initial public offering:
1. On the commitment of share restriction: "within 12 months from the date of listing of the company's shares, the enterprise will not transfer or entrust others to manage the company's shares directly or indirectly held by the enterprise, nor will the company repurchase such shares." 2、 Commitment on share reduction: "After the expiration of the share lock-in period, the enterprise will comprehensively consider the capital demand, investment arrangement and other factors to determine whether to reduce the shares of the company. If the shares are reduced, the company will be informed of the specific reduction plan in writing five trading days in advance, and the company will announce it three trading days in advance. If the shares are reduced through centralized bidding trading of Shenzhen Stock Exchange, the company shall Report the reduction plan to Shenzhen stock exchange for filing and announcement 15 trading days before the first sale. The contents of the reduction plan include but are not limited to the number, source, reason, time interval, price interval and other information of the reduced shares.
The reduction of the company's holdings will be carried out in strict accordance with the relevant provisions and requirements of the CSRC and Shenzhen Stock Exchange. The reduction methods include but are not limited to the centralized bidding method of the stock exchange, block trading method and the method recognized by the CSRC and Shenzhen Stock Exchange. If the shareholding is reduced within two years after the expiration of the shareholding and circulation restriction, the reduction price shall not be lower than the issuance price of the company's initial public offering of a shares. "
As of the disclosure date of this announcement, Dongfang Fuhai has strictly complied with the above commitments and the provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the Shenzhen Stock Exchange's implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and other laws and regulations, and has not violated the above commitments Relevant intention.
4、 Relevant risk tips
1. Dongfang Fuhai, the shareholder of this share reduction, is a shareholder holding more than 5% of the company's shares. The implementation of this share reduction plan will not have a significant adverse impact on the company's governance structure and sustainable operation, and will not lead to the change of the company's control;
2. Dongfang Fuhai, the shareholder of the reduction, will decide whether to implement the share reduction plan according to the market conditions, the company's share price and other conditions. There are uncertainties in the reduction time and price;
3、 The share reduction plan will strictly comply with the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, and some provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies The detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, the special provisions on share reduction by shareholders of venture capital funds of listed companies, the detailed rules for the implementation of share reduction by shareholders of venture capital funds of Listed Companies in Shenzhen Stock Exchange and other laws, regulations and normative documents.
5、 Documents for future reference
Notice on share reduction plan of Shenzhen Dongfang Fuhai venture capital enterprise (limited partnership). It is hereby announced.
Nova Technology Corporation Limited(300921) board of directors
March 1, 2002
