Securities code: Guochuang Software Co.Ltd(300520) securities abbreviation: Guochuang Software Co.Ltd(300520) Announcement No.: 202217 Guochuang Software Co.Ltd(300520)
Pre disclosure announcement on shareholders’ reduction of shares of the company
Mr. Sun Lu, a shareholder holding more than 5% of the company’s shares, 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:
Mr. Sun Lu, a shareholder holding more than 5% of the company’s shares, directly holds 16414901 shares of the company (accounting for 6.73% of the total share capital of the company). It is planned to reduce no more than 4877717 shares of the company through centralized bidding trading within six months after 15 trading days from the date of announcement of the reduction plan (from April 13, 2022 to October 12, 2022), that is, the reduction proportion shall not exceed 2.00% of the total share capital of the company, 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.
Guochuang Software Co.Ltd(300520) (hereinafter referred to as the “company” and “listed company”) recently received the notification letter on the reduction plan of Guochuang Software Co.Ltd(300520) shares issued by Mr. Sun Lu, the shareholder holding more than 5% of the company. The relevant information is hereby announced as follows:
1、 Basic information of shareholders
1. Name of shareholder: Sun Lu
2. Shareholding of shareholders: 16414901 shares of the company are directly held, accounting for 6.73% of the total share capital of the company. 2、 Main contents of this reduction plan
1. Reason for reduction: own capital demand.
2. Source of shares: shares acquired through non-public offering when the company issues shares to purchase assets.
3. Number and proportion of share reduction: the number of shares to be reduced shall not exceed 4877717, that is, the proportion of share reduction shall not exceed 2.00% of the total share capital of the company (if there are share changes such as share distribution and conversion of capital reserve into share capital during this period, the number of shares above shall be adjusted accordingly).
4. Reduction method: centralized bidding transaction method.
5. Reduction period: within six months after 15 trading days from the date of announcement of the reduction plan.
6. Price range: depending on market conditions.
3、 Commitments and performance of shareholders
The main contents of the share lock-in commitment of the above shareholders in the report on issuing shares to purchase assets and raising supporting funds and related party transactions (Revised Version) are as follows:
1. If, as of the time when it obtains the consideration shares of this transaction, its assets used to subscribe for shares have continued to have interests for more than 12 months, within 12 months from the date when the new shares it subscribes are registered in its name and listed in the legal registration authority, Do not transfer or entrust others to manage the newly added shares they own (if the listed company has ex rights acts such as increasing share capital and giving bonus shares before the actual transfer of the shares of the listed company, the actual number of transferable shares will be adjusted accordingly). After the expiration of the above-mentioned 12-month period, the specific unlocking period and unlocking proportion are as follows:
(1) At the expiration of 12 months from the date of listing of the newly added shares, and the actual net profit of Guochuang Software Co.Ltd(300520) Xinneng Technology Co., Ltd. (hereinafter referred to as “guochuangneng”) in 2018 reaches the promised performance agreed in the profit compensation agreement, after the audit institution with securities and futures qualification issues the special audit report on the realization of guochuangneng’s profit commitment in 2018, The transferable amount shall not exceed 25% of the shares of the listed company obtained in this offering;
(2) At the expiration of 24 months from the date of listing of the new shares, and the actual net profit of guochuang energy in 2019 reaches the promised performance agreed in the profit compensation agreement, and the total net profit in 2018 and 2019 reaches the total promised performance of the two years agreed in the profit compensation agreement, After the audit institution with securities and futures qualification issues the special audit report on the realization of the profit commitment of national innovation energy in 2019, the newly added transferable shares shall not exceed 35% of the number of shares of the listed company obtained in this offering;
(3) Upon the expiration of the performance commitment period, after the audit institution with securities and futures practice qualification issues the special audit report on the realization of the profit commitment of guochuang energy in 2020 and the impairment test report on the impairment test of the underlying assets, and on the premise of fulfilling the profit compensation obligations in the profit compensation agreement and the compensation obligations required for the impairment test of the underlying assets, The shares of the listed company obtained in this offering can be transferred.
2. If the assets used to subscribe for shares have been continuously interested for less than 12 months as of the time when it obtains the consideration shares of this transaction, the shares of the listed company subscribed for by this part of assets will not be transferred within 36 months from the date of listing of shares. At the expiration of 36 months from the date of listing of shares, after the audit institution qualified for securities and futures industry issues the special audit report on the realization of the profit commitment of guochuang Chuang Neng in the corresponding year and the impairment test report on the impairment test of the underlying assets, and on the premise of fulfilling the profit compensation obligations in the profit compensation agreement and the compensation obligations required for the impairment test of the underlying assets, The shares of the listed company obtained in this offering can be transferred.
Sun Lu resigned as a director of the company on November 24, 2020. According to relevant regulations, during his term of office (February 13, 2019 to February 13, 2022) and within six months after the expiration of his term of office, he will continue to comply with the following restrictive provisions: (1) the shares transferred each year shall not exceed 25% of the total shares of the company he holds; (2) The company’s shares held by him shall not be transferred within half a year after his resignation; (3) Other provisions of the company law on the transfer of shares of directors, supervisors and senior managers.
As of the disclosure date of this announcement, sun Lu strictly abides by the above commitments and has not violated the above commitments. 4、 Relevant risk tips
1. Sun Lu will decide whether to implement the share reduction plan according to the market conditions, the company’s share price and other conditions. There is uncertainty about the reduction time, quantity and price, as well as whether it is completed on schedule. The company will disclose it according to the progress of the plan.
2. The shareholders to be reduced this time are not the controlling shareholders of the company. The implementation of this reduction plan will not lead to the change of the company’s control and will not have a significant impact on the company’s governance structure and sustainable operation.
5、 Description of other relevant matters
During the period of share reduction in accordance with the above plan, sun Lu will strictly abide by the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, several provisions on share reduction by shareholders, directors, supervisors and senior executives of listed companies, detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other relevant laws Regulations, normative documents and relevant commitments made by them. The company will urge the above shareholders to reduce their shares in accordance with the provisions of relevant laws and regulations.
6、 Documents for future reference
Notification letter on Guochuang Software Co.Ltd(300520) share reduction plan issued by sun Lu.
It is hereby announced.
Guochuang Software Co.Ltd(300520) board of directors March 21, 2022
