Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Securities code: 003021 securities abbreviation: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Announcement No.: 2021-091 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Announcement on pre disclosure of reduction of shares held by shareholders holding more than 5%
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Special tips:
Gongqingcheng juzhaode investment management partnership (limited partnership), a shareholder holding 17600000 shares of the company (accounting for 10.27% of the total share capital of the company), plans to reduce the shares of the company by means of centralized bidding transaction or block transaction to no more than 3428694 shares (i.e. no more than 2% of the total share capital of the company). During the reduction period, if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve to share capital and share allotment, the lower limit of the reduction base price and the number of shares will be adjusted accordingly.
In the reduction plan, if the reduction is made by means of centralized bidding, it shall be carried out within 6 months after 15 trading days from the date of this announcement; In case of reduction by block trading, it shall be carried out within 6 months after 3 trading days from the date of this announcement.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”) recently received the notification letter on the reduction plan of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) shares issued by the shareholder Gongqingcheng juzhaode investment management partnership (limited partnership), and now the specific situation is announced as follows:
1、 Basic information of shareholders
Name of shareholder number of shares (shares) held by the company in proportion to the total share capital of the company
Gongqingcheng juzhaode investment management partnership
(limited partnership) 1760000010.27%
Note: as of the disclosure date of this announcement, the total share capital of the company is 171434720 shares.
2、 Main contents of this reduction plan
1. Reasons for reduction: shareholders’ own capital needs.
2. Source of share reduction: shares before the company’s initial public offering.
3. Quantity, method and proportion in the total share capital of the company: it is proposed to reduce the holding of no more than 3428694 shares of the company (i.e. no more than 2% of the total share capital of the company) through centralized bidding transaction or block transaction. arbitrarily
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
For 90 consecutive natural days, the number of shares reduced through centralized bidding trading at the stock exchange shall not exceed 1% of the company’s total share capital; The number of shares reduced through block trading within any consecutive 90 natural days shall not exceed 2% of the total share capital of the company.
4. Reduction period: in case of reduction by centralized bidding, it shall be carried out within 6 months after 15 trading days from the date of this announcement; In case of reduction by block trading, it shall be carried out within 6 months after 3 trading days from the date of this announcement.
5. Reduction price: it shall be determined according to the secondary market price and trading mode at the time of reduction, and shall not be lower than the price of the company’s initial public offering (from the listing of the company’s shares to its reduction, if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, allotment of shares, the lower limit of the reduction reserve price will be adjusted accordingly).
6. Other notes: from the date of announcement of the reduction plan to the implementation of the reduction plan, if the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital and share allotment, the number of shares reduced will be adjusted accordingly. 3、 Relevant commitments and performance of shareholders
Gongqingcheng juzhaode investment management partnership (limited partnership) made commitments in the prospectus for initial public offering and the listing announcement for initial public offering and listing. The specific contents are as follows:
(i) Within 12 months from the date of listing of the issuer’s shares, it shall not transfer or entrust others to manage the shares held by the partnership that have been issued before the issuer’s public offering of shares, nor shall the issuer repurchase such shares, and handle the locking procedures for the shares held according to law.
The partnership will comply with the provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shenzhen Stock Exchange and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
（2） The company makes the following commitments on the shareholding intention and reduction intention:
1. The unit has made a commitment on the circulation restriction and voluntary locking of the issuer’s shares, and will not sell the issuer’s shares held before the public offering during the sales restriction period.
2. Within two years after the expiration of the lock-in period, the holdings can be reduced on the premise of meeting the following conditions:
(1) The above locking period has expired and the locking period has not been extended; If there are circumstances related to the extension of the lock period, the extended lock period has expired.
(2) In case of compensation to investors, the unit has assumed the liability for compensation according to law.
3. If the unit reduces its holdings of the issuer’s shares within two years after the expiration of the lock-in period, it will reduce its holdings through the trading methods allowed by laws and regulations, and make an announcement through the issuer three trading days before the reduction; The reduction price shall not be lower than the issue price (from the listing of the issuer’s shares to the reduction period, if the issuer has dividend distribution, share distribution, conversion of capital reserve to share capital
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
For ex rights and ex dividend matters such as share allotment, the lower limit of the reserve price and the number of shares will be adjusted accordingly).
4. If it fails to fulfill the above commitments to sell shares, the unit shall turn over the proceeds (if any) obtained from the sale of shares in violation of the commitments to the issuer, and compensate for the losses caused by the sale of shares to the issuer or other shareholders in violation of the commitments.
As of the disclosure date of this announcement, Gongqingcheng juzhaode investment management partnership (limited partnership) has strictly fulfilled the above commitments, and there is no violation of the above commitments in the proposed reduction of shares.
4、 Relevant risk tips
1. The implementation of the reduction plan will be determined according to market conditions, the company’s share price and other factors, and there is uncertainty whether it will be implemented or not.
2. The share reduction plan complies with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and the provisions on share reduction of shareholders, directors, supervisors and senior managers of listed companies and other relevant laws, regulations and normative documents of China Securities Regulatory Commission.
3. Gongqingcheng juzhaode investment management partnership (limited partnership) is not the controlling shareholder or actual controller of the company. The implementation of this share reduction plan 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. During the implementation of the reduction plan, the company will continue to pay attention to the changes in the shares of the above shareholders, urge the above shareholders to strictly abide by the relevant laws, regulations and normative documents, and timely perform the obligation of information disclosure. Please pay attention to the investment risks.
5、 Documents for future reference
1. Notification letter on reduction plan of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) shares issued by Gongqing juzhaode investment management partnership (limited partnership).
It is hereby announced.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) board of directors
December 31, 2021
