Securities code: Nova Technology Corporation Limited(300921) securities abbreviation: Nova Technology Corporation Limited(300921) Announcement No.: 2022019 Nova Technology Corporation Limited(300921)
Announcement on pre disclosure of reduction of shares held by shareholders holding more than 5%
Shenzhen zhongchuangjiaye investment 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:
1. Shenzhen zhongchuangjiaye investment enterprise (limited partnership) (hereinafter referred to as "zhongchuangjiaye") which holds 9360000 shares of Nova Technology Corporation Limited(300921) (hereinafter referred to as "the company") (accounting for 7.1077% of the total share capital of the company) plans to reduce its shares of the company by means of centralized bidding transaction and block transaction to no more than 2775800 shares (accounting for 2.1079% of the total share capital of the company).
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 April 6, 2022 to October 6, 2022), and the total number of shares reduced within any continuous 90 natural days shall not exceed 1% of the total number of shares of the company; The reduction of shares 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 17, 2022 to September 17, 2022), and the total number of shares reduced within any continuous 90 natural days shall not exceed 2% of the total number of shares of the company. 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.
2. Mr. Chen Jinbiao, the company's director, deputy general manager and chief financial officer, and Mr. Liu Huijin, the supervisor, respectively hold 20% of the shares of zhongchuangjiaye. The number of shares reduced by zhongchuanjiaye includes some of the company's shares indirectly held by the above-mentioned personnel through zhongchuanjiaye, The number of shares to be reduced does not exceed 25% of the total shares of the company directly or indirectly held by it, and does not violate its commitments made at the initial public offering.
On March 11, 2022, the company received the notification letter on the share reduction plan of Shenzhen zhongchuangjiaye investment enterprise (limited partnership) issued by zhongchuangjiaye, the shareholder holding more than 5% of the company. Now the relevant information is announced as follows:
1、 Basic information of shareholders
1. Name of shareholder: Shenzhen zhongchuangjiaye investment enterprise (limited partnership)
2. Number of shares held by shareholders: 9360000 shares (accounting for 7.1077% of the total share capital of the company)
2、 Main contents of the share reduction plan
(I) main contents of the share reduction plan
1. Reasons for the proposed reduction of shares: capital demand;
2. Source of shares held by the company: shares held by the company before the initial public offering (including the part of capital reserve converted into share capital after the initial public offering);
3. Number and proportion of shares to be reduced: the number of shares to be reduced shall not exceed 2775800 shares, accounting for 2.1079% of the total share capital of the company (if there are 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).
Among them, Mr. Chen Jinbiao, the company's director, deputy general manager and chief financial officer, plans to reduce the number of shares indirectly held by zhongchuangjiaye to no more than 468000 shares, accounting for 25% of his shareholding and 0.3554% of the company's total share capital; Mr. Liu Huijin, the supervisor, plans to reduce the number of shares indirectly held by zhongchuangjiaye to no more than 468000, accounting for 25% of his shareholding and 0.3554% of the total share capital of the company; Other non directors, supervisors and high share holders intend to reduce the number of shares indirectly held in the company through zhongchuangjiaye to no more than 1839800 shares, accounting for 1.3971% of the total share capital of the company.
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 April 6, 2022 to October 6, 2022), and the total number of shares reduced within any continuous 90 natural days shall not exceed 1% of the total number of shares of the company; The reduction of shares 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 17, 2022 to September 17, 2022), and the total number of shares reduced within any continuous 90 natural days shall not exceed 2% of the total number of shares of the company. During the implementation of the reduction plan, zhongchuangjiaye will strictly abide by the management system for shares held by directors, supervisors and senior managers and other relevant laws and regulations, and will not reduce shares of the company within the specified period.
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 zhongchuangjiaye 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
(I) the commitments made by zhongchuangjiaye, a shareholder holding more than 5% of the shares, at the initial public offering of the company are as follows: 1. Commitment on 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 15 days prior to the first announcement of the stock sale plan to Shenzhen Stock Exchange. 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. "
(II) the commitments made by Mr. Chen Jinbiao, the company's director, deputy general manager and chief financial officer, and Mr. Liu Huijin, the supervisor at the initial public offering of the company are as follows:
"1. Within 12 months from the date of the company's public offering and listing, I will not transfer or entrust others to manage the shares I hold that have been issued before the company's public offering, nor will zhongchuangjiaye repurchase such shares;
2. After the expiration of the above-mentioned share restriction period, during the period when I am a director, supervisor or senior manager of the company, the shares directly or indirectly transferred each year shall not exceed 25% of the total shares of the company held by me; Do not transfer the company's shares held by me within half a year after resignation;
3. If the shares held are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price.
If the closing price of the company's shares is lower than the IPO price for 20 consecutive trading days within six months after the listing of the company's shares, or the closing price at the end of six months after the listing is lower than the IPO price, the lock up period of the company's shares held by me shall be automatically extended for six months on the basis of the original lock up period; If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment, etc., the issue price will be adjusted accordingly. This commitment will not be changed or invalidated due to my job change or resignation. "
As of the date of disclosure of this announcement, zhongchuangjiaye 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. Zhongchuangjiaye, the shareholder of this reduction, is a shareholder holding more than 5% of the company's shares. The implementation of this 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. Zhongchuangjiaye will decide whether to implement the share reduction plan according to the market situation and the company's share price. There is uncertainty in the reduction time and price;
3、 The share reduction plan of zhongchuangjiaye will strictly comply with the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and some provisions on share reduction of shareholders, directors, supervisors and senior managers of listed companies Relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange.
4. The company will continue to pay attention to the implementation progress of the above share reduction plan, and timely fulfill the obligation of information disclosure in accordance with relevant laws and regulations.
5、 Documents for future reference
Notice on share reduction plan of Shenzhen zhongchuangjiaye investment enterprise (limited partnership).
It is hereby announced.
Nova Technology Corporation Limited(300921) board of directors March 12, 2002
