Securities code: Yingtong Telecommunication Co.Ltd(002861) securities abbreviation: Yingtong Telecommunication Co.Ltd(002861) Announcement No.: 2022010
Bond Code: 128118 bond abbreviation: Yingtong convertible bond
Yingtong Telecommunication Co.Ltd(002861)
The shareholders of the company, Mr. Zuo Guiming and Mr. Cao Lingjie, 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. Special tips:
Shareholders holding 3915980 shares of Yingtong Telecommunication Co.Ltd(002861) (hereinafter referred to as "the company" or "the company") (accounting for 2.52% of the total share capital of the company on March 10, 2022) Mr. Zuo Guiming, the director, plans to reduce 500000 shares of the company by block trading within 6 months after 15 trading days from the date of announcement of the reduction plan (i.e. from April 6, 2022 to October 5, 2022) or within 6 months after 3 trading days from the date of announcement of the reduction plan (i.e. from March 17, 2022 to September 16, 2022) (accounting for 0.32% of the total share capital of the company on March 10, 2022).
Mr. Cao Lingjie, the shareholder holding 3692780 shares of the company (accounting for 2.37% of the total share capital of the company on March 10, 2022), plans to conduct centralized bidding within 6 months after 15 trading days from the date of announcement of the reduction plan (i.e. from April 6, 2022 to October 5, 2022) or within 6 months after 3 trading days from the date of announcement of the reduction plan (i.e. from March 17, 2022 to September 16, 2022) reduce 1500000 shares of the company by block trading (accounting for 0.96% of the total share capital of the company on March 10, 2022).
On March 10, 2022, the company received the notification letter of stock reduction plan issued by Mr. Zuo Guiming and Mr. Cao Lingjie, who acted in concert with Mr. Huang Hui and Ms. Zuo sune, the actual controllers of the company, In accordance with the provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies of Shenzhen Stock Exchange, the relevant matters are hereby announced as follows:
1、 Basic information of shareholders of this reduction plan
Name of shareholder position number of shares (shares) in total share capital
Directors of Zuo Guiming company 39159802.52%
Cao Lingjie, general manager of the company 36927802.37%
Total - 76087604.89%
Note: the total share capital of the company on October 2023 is calculated as 1553 shares.
2. The difference between the sum of individual amount and total amount in the table is caused by the tail difference caused by rounding.
2、 Main contents of this reduction plan
(I) specific arrangements for this reduction
1. Reason for proposed reduction: personal capital demand
2. Source of shares to be reduced: shares held before IPO and listing
3. Number and proportion of shares to be reduced
Name of shareholders proportion of the number of shares (shares) to be reduced to the total share capital
Zuo Guiming 5000000.32%
Cao Lingjie 15 China Baoan Group Co.Ltd(000009) 6%
Total 20 Ping An Bank Co.Ltd(000001) .29%
Note: 1. The total share capital is calculated based on the total share capital of 155538330 shares on March 10, 2022.
2. The difference between the sum of individual amount and total amount in the table is caused by the tail difference caused by rounding.
4. Reduction period and method:
In case of reduction through centralized bidding trading, it shall be carried out within 6 months after 15 trading days from the date of announcement of the reduction plan, and the total number of shares reduced shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days; In case of reduction through block trading, it shall be carried out within 6 months after 3 trading days from the date of announcement of the reduction plan, and the total number of shares reduced shall not exceed 2% of the total number of shares of the company within any continuous 90 natural days. 5. Reduction price: determined according to the market price at the time of reduction.
6. If the company has changes in shares such as share distribution, conversion to share capital, share allotment and capital reduction during the planned reduction, the number of shares planned to be reduced by the above shareholders will be adjusted accordingly.
(II) commitment and performance of share lock-in of shareholders who plan to reduce their holdings
According to the company's prospectus on initial public offering and listing and the announcement on initial public offering and listing, the above shareholders make the following commitments:
Zuo Guiming and Cao Lingjie, the shareholders of the company, promise that they will not transfer or entrust others to manage the shares issued before the public offering of the company held by themselves, nor will the company buy back the shares issued before the public offering of the company held by themselves within 36 months from the date of listing of the company's shares.
Within 6 months after the listing of the company's initial public offering of shares, if the closing price of shares for 20 consecutive trading days (if ex rights and ex interests are carried out due to the distribution of cash dividends, stock dividends, conversion of share capital, issuance of new shares and other reasons, corresponding adjustments shall be made in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange) is lower than the issue price at the time of initial public offering of shares, Or if the closing price at the end of six months after listing is lower than the issue price at the time of initial public offering, the lock up period of the above shares held by me will be automatically extended for six months.
Zuo Guiming, the director of the company, promises that within 12 months from the date of listing of the company's shares, he will not transfer or entrust others to manage the shares issued before the company's public offering held by him, nor will the company repurchase the shares issued before the company's public offering held by him. During the period when I am a director / Supervisor / Senior Manager of the company, I will report to the company the shares of the company I hold and their changes. The shares I transfer each year shall not exceed 25% of the total shares of the company I hold; I will not transfer my shares of the company within half a year after my resignation.
Within 12 months after reporting to the stock exchange for leaving office for six months, the number of company shares sold through the stock exchange shall not exceed 50% of the total number of company shares held by me.
Within 6 months after the listing of the company's initial public offering of shares, if the closing price of shares for 20 consecutive trading days (if ex rights and ex interests are carried out due to the distribution of cash dividends, stock dividends, conversion of share capital, issuance of new shares and other reasons, corresponding adjustments shall be made in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange) is lower than the issue price at the time of initial public offering of shares, Or if the closing price at the end of six months after listing is lower than the issuing price at the time of initial public offering, the lock-in period of the shares issued before the initial public offering of the company held by me shall be automatically extended for six months. As of the disclosure date of this announcement, Mr. Zuo Guiming and Mr. Cao Lingjie have strictly complied with their commitments and have not violated relevant commitments; The proposed reduction is consistent with the commitments previously disclosed, and there is no breach of commitments.
3、 Relevant risk tips
(I) the shareholders who intend to reduce their holdings will implement the share reduction plan according to the market environment and the company's share price. There is uncertainty about the time and price of the reduction, as well as whether it will be completed on schedule;
(II) during the period of share reduction in the above plan, The company will urge the above-mentioned shareholders to reduce their shares in strict accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, And timely perform the obligation of information disclosure;
(III) the shareholder's proposed reduction of shares will not lead to the change of the company's control, nor will it have a significant impact on the company's governance structure and sustainable operation.
4、 Documents for future reference
1. Notification letter of stock reduction plan issued by Mr. Zuo Guiming and Mr. Cao Lingjie.
Yingtong Telecommunication Co.Ltd(002861) board of directors March 12, 2022
