Securities code: 300587 securities abbreviation: Zhejiang Tiantie Industry Co.Ltd(300587) Announcement No.: 2022-007 bond Code: 123046 bond abbreviation: Tiantie convertible bond
Zhejiang Tiantie Industry Co.Ltd(300587)
Pre disclosure announcement on the share reduction plan of controlling shareholders and actual controllers
Xu Jiding and Xu kongbin, shareholders holding more than 5%, 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:
Zhejiang Tiantie Industry Co.Ltd(300587) (hereinafter referred to as “the company”) recently received the notification letter on reducing the shares of the company issued by the controlling shareholder and actual controller Mr. Xu Jiding and Mr. Xu kongbin. Mr. Xu Jiding plans to reduce his holdings of no more than 13941492 shares of the company (i.e. no more than 2.22% of the total shares of the company) by means of centralized bidding and block trading, Mr. Xu kongbin plans to reduce his holdings of no more than 8228716 shares of the company (i.e. no more than 1.31% of the total shares of the company) by means of centralized bidding and block trading, of which the reduction of shares by means of centralized bidding shall be carried out within 6 months after 15 trading days from the date of promulgation of this announcement; The reduction of shares through block trading shall be carried out within 6 months after 3 trading days from the date of promulgation of this announcement. The details are as follows:
1、 Basic information of shareholders
As of the date of this announcement, the shares held by the above personnel are as follows:
Shareholder name shareholder type total number of shares (shares) total number of shares in the company’s total share capital (%)
Controlling shareholder, actual
Xu Jiding 557659668.88%
Controller
Controlling shareholder, actual
Xu kongbin 329148655.24%
Controller
Note: as the company’s convertible corporate bonds enter the stock conversion period, the total share capital changes accordingly. As of January 5, 2022, the total share capital of the company is 628245517 shares.
2、 Main contents of this reduction plan
(i) Mr. Xu Jiding’s share reduction plan
1. Reasons for reduction: personal capital needs;
2. Source of shares: shares issued before the initial public offering;
3. Quantity and proportion of reduction: no more than 13941492 shares, that is, no more than 2.22% of the total shares of the company. If the shares are reduced through centralized bidding, 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; If the shares are reduced through block trading, 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 there are changes in shares such as dividend distribution, share distribution, conversion of capital reserve into share capital and share allotment during the planned reduction period, the number of shares shall be adjusted accordingly;
4. Reduction methods: centralized bidding and block trading;
5. Reduction period: in case of reduction through centralized bidding, within 6 months after 15 trading days from the date of this announcement, i.e. January 28, 2022 to July 27, 2022 (no reduction in the window period); In case of reduction through block trading, within 6 months after 3 trading days from the date of this announcement, i.e. January 12, 2022 to July 11, 2022 (no reduction in the window period);
6. Reduction price: determined according to the secondary market price at the time of reduction.
（2） Mr. Xu kongbin’s share reduction plan
1. Reasons for reduction: personal capital needs;
2. Source of shares: shares issued before the initial public offering;
3. Quantity and proportion of reduction: no more than 8228716 shares, i.e. no more than 1.31% of the total shares of the company. If the shares are reduced through centralized bidding, 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; If the shares are reduced through block trading, 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 there are changes in shares such as dividend distribution, share distribution, conversion of capital reserve into share capital and share allotment during the planned reduction period, the number of shares shall be adjusted accordingly;
4. Reduction methods: centralized bidding and block trading;
5. Reduction period: in case of reduction through centralized bidding, within 6 months after 15 trading days from the date of this announcement, i.e. January 28, 2022 to July 27, 2022 (no reduction in the window period); In case of reduction through block trading, within 6 months after 3 trading days from the date of this announcement, i.e. January 12, 2022 to July 11, 2022 (no reduction in the window period);
6. Reduction price: determined according to the secondary market price at the time of reduction.
3、 Implementation of relevant commitments
Commitments made by Mr. Xu Jiding and Mr. Xu kongbin during the initial public offering:
1. Within 36 months from the date when the company’s initial public offering shares are listed on the gem of Shenzhen Stock Exchange, the company shall not transfer or entrust others to manage the shares issued before the company’s public offering shares directly or indirectly held by itself, nor shall the company repurchase such shares;
2. After the expiration of the aforesaid lock-in period, during the period when I am a director and senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company held by me; I will not transfer my shares in the company within six months after my resignation;
3. If the company’s shares are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price. 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 during this period, the reduction price will be adjusted accordingly;
4. If my shares are reduced within two years after the expiration of the lock up period, the total number of shares reduced each year will not exceed 25% of the total shares of the issuer I hold. If the share lock up period needs to be extended according to other public commitments made by me, the above period shall be extended accordingly;
5. If I hold more than 5% of the issuer’s shares after the issuer is listed, I will make an announcement 3 trading days in advance when I reduce or increase my holdings of the issuer’s shares.
The proposed reduction is consistent with the previous commitments made by the above shareholders.
4、 Relevant risk tips
1. The above shareholders to be reduced will decide whether to implement the share reduction plan according to the market conditions and the company’s share price, and there are uncertainties in the reduction time, reduction price and reduction quantity.
2. The share reduction plan complies with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of companies listed on Shenzhen Stock Exchange. 3. Mr. Xu Jiding and Mr. Xu kongbin are the controlling shareholders and actual controllers of the company. This reduction plan is the normal reduction of shares by Mr. Xu Jiding and Mr. Xu kongbin. The implementation of the share reduction plan will not lead to the change of the company’s control and will not affect the company’s sustainable operation.
4. During the implementation of the share reduction plan, the board of directors of the company will urge the above shareholders to reduce their shares to strictly abide by the provisions of laws, regulations and normative documents, and timely perform the obligation of information disclosure.
5、 Documents for future reference
1. Notification letter on reduction of shares of the company signed by Mr. Xu Jiding and Mr. Xu kongbin respectively. It is hereby announced
Zhejiang Tiantie Industry Co.Ltd(300587) board of directors January 6, 2022
