Securities code: Anhui Xinbo Aluminum Co.Ltd(003038) securities abbreviation: Anhui Xinbo Aluminum Co.Ltd(003038) Announcement No.: 2022027 Anhui Xinbo Aluminum Co.Ltd(003038)
Pre disclosure announcement on the reduction plan of shareholders holding more than 5%
The shareholders Wuhu hi tech Yida small and medium-sized enterprise venture capital fund (limited partnership) and Huangshan hi tech Yida Xin’anjiang specialty Texin venture capital fund (limited partnership) 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.
The notice of Yida hi tech Investment Co., Ltd. (hereinafter referred to as “Yida hi tech partnership”) issued by the shareholder of Yida hi tech (hereinafter referred to as “Yida hi tech”) on August 28, 2022 (hereinafter referred to as “Yida hi tech partnership”) to reduce the investment plan of Huangshan Hi Tech Co., Ltd, Wuhu Yida and Huangshan Yida, which respectively hold 6928524 shares (accounting for 6.51% of the total share capital of the company) and 3989016 shares (accounting for 3.75% of the total share capital of the company), plan to reduce the total shares of the company by centralized bidding within 6 months after 15 trading days from the date of disclosure of this announcement, which shall not exceed 2.00% (i.e. 2128571 shares) of the total share capital of the company, And the total number of shares reduced through centralized bidding trading of the stock exchange within any continuous 90 days shall not exceed 1% of the total number of shares of the company. The executive partners of Wuhu Yida and Huangshan Yida are Anhui Yida Huicheng equity investment management enterprise (limited partnership). As persons acting in concert, they hold 10917540 shares of the company, accounting for 10.26% of the total shares of the company.
1、 Basic information of shareholders
As of the disclosure date of this announcement, Wuhu Yida holds 6928524 shares of the company, accounting for 6.51% of the total share capital of the company; Huangshan Yida holds 3989016 shares of the company, accounting for 3.75% of the total share capital of the company. As the persons acting in concert with the same enterprise as the executive partner, they hold 10917540 shares of the company, accounting for 10.26% of the total shares of the company. As of the disclosure date of this announcement, the total number of unlimited shares held by Wuhu Yida and Huangshan Yida is 4870000 shares, accounting for 4.58% of the total shares of the company.
2、 Main contents of this reduction plan
1. Reason for reduction: own business needs.
2. Source of shares: shares held before IPO and listing.
3. Number and proportion of shares to be reduced: it is estimated that the total number of shares to be reduced will not exceed 2128571 shares (if the company has share changes such as share bonus and conversion of capital reserve to share capital during this period, the number shall be adjusted accordingly), which will not exceed 2.00% of the total share capital of the company.
4. Reduction period: within 6 months after 15 trading days from the date of announcement of the reduction plan (if the reduction period meets the window period specified by laws and regulations, the reduction will not be carried out).
5. Reduction method: centralized bidding transaction.
6. Reduction price: determined according to the market price (in case of ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve to share capital and share allotment during the planned reduction period, the number of shares to be reduced and the reduction price will be adjusted accordingly).
3、 Relevant commitments and performance of shareholders
The commitments made by the shareholders in the IPO listing announcement are as follows:
1. Commitment on share lock-in and transfer restrictions
Wuhu Yida, the shareholder of the company, promises: 1. The total number of shares obtained by the institution in December 2018 is 3.3 million. Within 12 months from the date of listing of the issuer’s shares, it will not transfer or entrust others to manage the shares directly or indirectly held by the institution that have been issued before the issuer’s public offering of shares, Nor will the issuer buy back the shares issued before the public offering of shares held directly or indirectly by itself. 2. The total number of shares acquired by the institution in December 2019 is 362852400. Within 36 months from the date of completing the industrial and commercial change registration of capital increase (December 4, 2019), the institution will not transfer or entrust others to manage the shares directly or indirectly held by the institution that have been issued before the public offering of shares by the issuer, Nor will the issuer repurchase the shares directly or indirectly held by the institution that have been issued before the issuer’s public offering of shares.
Huangshan Yida, the shareholder of the company, promises: 1. The total number of shares obtained by the institution in December 2018 is 1.57 million. Within 12 months from the date of listing of the issuer’s shares, it will not transfer or entrust others to manage the shares directly or indirectly held by the institution that have been issued before the issuer’s public offering of shares, Nor will the issuer repurchase the shares directly or indirectly held by the institution that have been issued before the issuer’s public offering of shares. 2. The total number of shares acquired by the institution in December 2019 is 2419016. Within 36 months from the date of completing the industrial and commercial change registration of capital increase (December 4, 2019), the institution will not transfer or entrust others to manage the shares directly or indirectly held by itself that have been issued before the public offering of shares by the issuer, Nor will the issuer repurchase the shares directly or indirectly held by the institution that have been issued before the issuer’s public offering of shares.
2. Commitment on shareholding intention and reduction intention of institutional shareholders holding more than 5%
Wuhu Yida and Huangshan Yida, institutional shareholders holding more than 5% of the company, promise:
(1) For the company’s shares held before this public offering, the enterprise will strictly abide by the commitments made on the circulation restrictions and voluntary locking of the company’s shares, and will not sell the company’s shares held before this public offering during the locking period. Within two years after the expiration of the lock-in period of the issuer’s shares held by the enterprise, on the basis of complying with the reduction commitment of directors, supervisors and senior managers, the enterprise intends to reduce the shares without transfer restrictions by up to 100%. The price of the reduced shares shall be determined according to the secondary market price at that time and shall meet the requirements of relevant laws and regulations and the rules of Shenzhen Stock Exchange;
(2) The reduction of the company’s shares by the enterprise shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, etc;
(3) Before reducing the shares of the company, the enterprise will make an announcement three trading days in advance, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange.
The commitments made by shareholders in the prospectus for initial public offering are consistent with those in the announcement on the listing of initial public offering shares.
Up to now, Wuhu Yida and Huangshan Yida have strictly fulfilled the above commitments and have not violated the above commitments, and this reduction has not violated the above commitments.
4、 Relevant risk tips
1. Wuhu Yida and Huangshan Yida will choose whether and how to implement the reduction plan according to market conditions, company stock price and other factors. The quantity and price of reduction are uncertain.
2. The share reduction plan does not violate the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, and several provisions on the reduction of shares by shareholders, directors, supervisors and senior executives 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 and other laws, regulations and normative documents.
3. The implementation of this reduction plan will not lead to the change of the company’s control and will not have a significant impact on the company’s governance structure and future sustainable operation.
4. During the implementation of the reduction plan, Wuhu Yida and Huangshan Yida will strictly abide by the provisions of relevant laws and regulations and timely perform the corresponding information disclosure obligations.
5、 Documents for future reference
Notification letter of share reduction plan issued by Wuhu Yida and Huangshan Yida.
It is hereby announced.
Anhui Xinbo Aluminum Co.Ltd(003038) board of directors
March 1, 2022
