Securities code: 603356 securities abbreviation: Xuancheng Valin Precision Technology Co.Ltd(603356) Announcement No.: 2022-001
Announcement on share reduction plan of Xuancheng Valin Precision Technology Co.Ltd(603356) controlling shareholder and actual controller
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Basic information of controlling shareholders and actual controllers
As of the disclosure date of this announcement, Xuancheng Valin Precision Technology Co.Ltd(603356) (hereinafter referred to as "the company"), the controlling shareholder and one of the actual controllers, Mr. Huang Yehua, holds 33100000 shares, accounting for 24.82% of the total share capital of the company; Ms. Ma Xiping, one of the actual controllers, holds 5006600 shares of the company, accounting for 3.75% of the total share capital of the company; Mr. Huang Chao, one of the actual controllers, holds 5000000 shares of the company, accounting for 3.75% of the total share capital of the company. The actual controllers Mr. Huang Yehua, Ms. Ma Xiping and Mr. Huang Chao (hereinafter referred to as "Huang Yehua family") hold 43106600 shares of the company, accounting for 32.32% of the total share capital of the company. Among them, 43.1 million shares came from the shares obtained before the company's initial public offering, and the restriction on sale was lifted and listed on January 25, 2021; Among them, 6600 shares were purchased by Ms. Ma Xiping in the secondary market.
Main contents of share reduction plan
Huang Yehua family plans to reduce the company's shares by means of centralized bidding or block trading. It is expected that the total reduction will not exceed 2155000 shares, that is, not more than 1.62% of the company's total share capital and not more than 5% of the company's shares. In case of centralized competitive trading, the total number of shares reduced shall not exceed 1% of the total share capital of the company within any continuous 90 days after the disclosure date of the announcement of the reduction plan; If block trading is adopted, the total number of shares reduced shall not exceed 2% of the total share capital of the company within any continuous 90 days after the disclosure date of the announcement of the reduction plan. (if the company has any share change during the reduction period, such as share distribution, conversion of capital reserve to share capital, the number of shares reduced shall be adjusted accordingly).
1、 Basic information of the reducing entity
Shareholder name shareholder identity shareholding number (shares) shareholding proportion current shareholding source
More than 5% obtained before the first largest IPO: Huang Yehua 33100000024.82%
Shareholders 33100000 shares
Acquired before IPO: 5000000 shares
Ma Xiping: shareholders below 5% 50066003.75%
Centralized bidding transaction: 6600 shares
Directors, supervisors and Gao obtained: 5000000 Huang Chao 3.75% before IPO
Level management unit
There are persons acting in concert with the above reduction subjects:
Name of shareholders number of shares (shares) shareholding proportion reason for formation of concerted action relationship
In the first group, Huang Yehua 33100000024.82%, Huang Yehua and Ma Xiping are husband, Ma Xiping 50066003.75% wife, and Huang Chao is the son of Huang Yehua and Ma Huangchao 50000003.75% Xiping.
Total 4310660032.32% -
The controlling shareholder and actual controller have not reduced their shares since listing. 2、 Main contents of share reduction plan
Reduction of shareholders' holdings through competitive trading reasonable price proposed reduction of shares planned reduction of holdings quantity (shares) planned reduction proportion reduction method
Name period interval source reason
Huang Yehua no more than: 1655000 shares no more than: 1.24% reduction through competitive trading, no more than: 1655000 shares 2022 / 1 / 25 ~ personal capital needs obtained before IPO at market price 2022 / 7 / 24
Block trading reduction, no more than 1655000 shares
Ma Xiping no more than: 250000 shares no more than: 0.19% reduction through competitive trading, no more than: 250000 shares 2022 / 1 / 25 ~ personal capital needs obtained before IPO at market price 2022 / 7 / 24
Block trading reduction, no more than 250000 shares
Huang Chao no more than: 250000 shares no more than: 0.19% reduction through competitive trading, no more than: 250000 shares 2022 / 1 / 25 ~ personal capital needs obtained before IPO at market price 2022 / 7 / 24
Block trading reduction, no more than 250000 shares
（1） Whether the relevant shareholders have other arrangements □ yes √ no
（2） Whether the controlling shareholder and actual controller Huang Yehua family has made commitments on shareholding ratio, shareholding quantity, shareholding period, reduction method, reduction quantity, reduction price, etc. √ yes □ no
(i) Huang Yehua, the controlling shareholder of the issuer and Huang Yehua's family (Huang Yehua, Ma Xiping and Huang Chao), the actual controller, promise:
1. Within 36 months from the date of listing of the issuer's shares, it shall not transfer or entrust others to manage the shares directly or indirectly held by it that have been issued before the issuer's initial public offering, nor shall the company repurchase such shares.
2. If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the issuer's shares, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company's shares held by the issuer shall be automatically extended for 6 months. During the extended lock up period, the issuer shall not transfer or entrust others to manage the shares issued before the issuer's public offering of shares held by itself, nor shall the issuer repurchase the shares issued before the issuer's public offering of shares held by itself.
3. After the initial public offering is successful, within two years after the expiration of the lock-in period, I make the following commitments on the reduction price, shareholding intention and reduction intention of my shares:
(1) As the controlling shareholder and actual controller of the company, I realize and ensure the controlling position of the company by holding shares of the company for a long time, so as to continuously share the operating results of the company. Therefore, I have the intention to hold shares of the company for a long time; (2) Within 24 months after the expiration of the lock up period, the number of shares I reduce shall not exceed 5% of the total number of shares I hold in the company at the expiration of the lock up period. (3) If the reduction is made within 24 months after the expiration of the lock-in period, the price of the reduced shares shall not be lower than the issue price (if the company's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital during this period, the issue price shall be adjusted accordingly). (4) For each reduction, I will inform the company at least three trading days in advance of the reason, quantity, method and future reduction plan of the reduction; (5) The above commitments shall not be terminated due to my job change or resignation. I will strictly abide by the relevant provisions of Chinese laws and regulations on shareholders' shareholding and share changes, and perform the obligations of shareholders in good faith. If I violate this commitment to reduce my holdings, I will voluntarily turn over the proceeds from the reduction to the issuer and compensate the losses caused to the company or other shareholders due to the sale of shares in violation of this commitment.
4. I will not give up fulfilling the above commitments 1-3 due to job change, resignation and other reasons. If I fail to comply with the above commitment of the lock up period, the profits I violate the commitment will belong to the company. The shares of the company held by me will be locked, and the shares issued before the public offering of shares will not be repurchased by the issuer.
5. After the expiration of the restricted sale period of the issuer's shares, the shares transferred each year during the period of serving as a director and senior officer of the company shall not exceed 25% of the total shares of the company held by me, and the company's shares held by me shall not be transferred within six months from the date of reporting resignation. If I fail to comply with the above commitments, the proceeds from the reduction of my shares in violation of the commitments shall be owned by the company, and the lock up of the remaining shares of the company held by me shall be extended for 6 months. During the extended lock up period, the issuer shall not transfer or entrust others to manage the shares issued before the issuer's public offering of shares held by itself, nor shall the issuer repurchase the shares issued before the issuer's public offering of shares held by itself.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
（3） There are no other matters required by the exchange. III. relevant risk tips (I) uncertain risks in the implementation of the reduction plan, such as the preconditions and restrictive conditions for the implementation of the plan, as well as the specific conditions for the achievement or elimination of relevant conditions, etc
The share reduction plan complies with the relevant provisions of laws, regulations, departmental rules and normative documents such as the Listing Rules of Shanghai Stock Exchange, several provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of share reduction by major shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange. The company will urge them to strictly abide by relevant regulations and timely perform the obligation of information disclosure. The above shareholders will decide whether to implement and how to implement the share reduction plan according to their own capital arrangements, stock market conditions and other factors, which is uncertain. During the period of reducing the company's shares according to the above plan, the company will strictly abide by relevant laws and regulations and the company's rules and regulations, and timely perform the obligation of information disclosure. （2） Whether the implementation of the share reduction plan may lead to the risk of change in the control of the listed company □ yes √ no (III) other risk tips
nothing
It is hereby announced.
Xuancheng Valin Precision Technology Co.Ltd(603356) board of directors January 4, 2022
