Securities code: Zhong Fu Tong Group Co.Ltd(300560) securities abbreviation: Zhong Fu Tong Group Co.Ltd(300560) Announcement No.: 2022027
Zhong Fu Tong Group Co.Ltd(300560)
The shareholders Changde Zhongke, Zhejiang Zhongke and Yongxin Ronglei 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.
1、 Expiration of the reduction plan
Zhong Fu Tong Group Co.Ltd(300560) (hereinafter referred to as “the company”) was published on September 18, 2021 in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) The pre disclosure announcement on the expiration of the period of the company’s shareholder reduction plan and the future reduction plan (Announcement No.: 2021089) was disclosed on the website. For the shareholder Zhejiang Zhongke Donghai venture capital partnership (limited partnership) (hereinafter referred to as “Zhejiang Zhongke”) Changde Zhongke Furong Venture Capital Co., Ltd. (hereinafter referred to as “Changde Zhongke”) and Yongxin Ronglei Business Information Consulting Center (limited partnership) (hereinafter referred to as “Yongxin Ronglei”) announced the share reduction plan. Zhejiang Zhongke and Changde Zhongke, due to their own capital needs, plan to reduce the shares of the company, with a reduction of no more than 2271639 shares, that is, no more than 1.01% of the total share capital of the company. Yongxin Ronglei plans to reduce its shares of the company due to its own capital needs, with a reduction of no more than 2134900 shares, that is, no more than 0.94% of the total share capital of the company. Up to now, the reduction period disclosed in the above pre disclosure announcement has expired.
2、 Share reduction by shareholders
(I) shareholders Changde Zhongke and Zhejiang Zhongke
The specific reduction during the reduction plan period is as follows:
1. Details of reduction
The number of reduction and the average price of reduction account for the total shares of the company
Shareholder name reduction time (share) (yuan / share) proportion of capital reduction method (%)
Zhejiang Zhongke 202202.09202203.17185000018.07 0.82 centralized bidding
Changde Zhongke 202202.09202203.17 0 –
Total – 18500000.82 –
2. Shareholding before and after reduction
Shares held before this reduction and shares held after this reduction
Name of shareholders and nature of shares
Proportion of shares (shares) in total share capital (%)
Zhejiang Zhongke unlimited sale of tradable shares 18900990.84400990.02
Changde Zhongke unlimited sale of tradable shares 3815400.173815400.17
Total 22716391.014216390.19
The reduction did not violate the securities law, the Shenzhen Stock Exchange GEM Listing Rules and the listing rules
Several provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of the company, shareholders and directors of listed companies of Shenzhen Stock Exchange
Detailed rules for the implementation of share reduction by supervisors and senior managers and other laws, regulations, departmental rules and normative documents
There is no violation of the relevant commitments of shareholders, and the reduction of shares is consistent with the pre disclosed reduction intention and commitment
And share reduction plan.
(II) shareholder Yongxin Ronglei
The specific reduction during the reduction plan period is as follows:
1. Details of reduction
Shareholder name reduction time reduction quantity reduction average price of reduction in total shares of the company reduction method
(share) (yuan / share) capital ratio (%)
Yongxin Ronglei centralized bidding from March 8, 2022 to March 17, 202234490020.22 0.15
2. Shareholding before and after reduction
Shares held before this reduction and shares held after this reduction
Name of shareholders nature of shares proportion in total share capital
Proportion of shares (shares) in total share capital (%)
Yongxin Ronglei unlimited tradable shares 62292002.7558843002.60
The reduction did not violate the securities law, the Shenzhen Stock Exchange GEM Listing Rules and the listing rules
Several provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of the company, shareholders and directors of listed companies of Shenzhen Stock Exchange
Detailed rules for the implementation of share reduction by supervisors and senior managers and other laws, regulations, departmental rules and normative documents
There is no violation of the relevant commitments of shareholders, and the reduction of shares is consistent with the pre disclosed reduction intention and commitment
And share reduction plan.
3、 Shareholders’ share reduction plan in the next six months
On March 25, 2022, the company received the notification letter on the planned reduction of Zhong Fu Tong Group Co.Ltd(300560) shares from the shareholders Zhejiang Zhongke and Changde Zhongke. Due to their own capital needs, Zhejiang Zhongke and Changde Zhongke plan to reduce their shares within six months after the three trading days after the date of announcement (April 1, 2022 to October 1, 2022), through centralized bidding trading or block trading and other legal methods recognized by Shenzhen Stock Exchange. The details are as follows:
1. Basic information of shareholders
(1) Names of shareholders: Zhejiang Zhongke Donghai venture capital partnership (limited partnership) and Changde Zhongke Furong Venture Capital Co., Ltd. (the executive partner of Zhejiang Zhongke and the trustee of Changde Zhongke are Zhongke merchants, and they jointly hold 0.19% of the shares of the company).
(2) Shareholding of shareholders: as of the date of this announcement, Zhejiang Zhongke holds 40099 shares of the company, accounting for 0.02% of the total share capital of the company; The shares held by Changde company are 1540 shares, accounting for 17.0% of the total share capital of Changde company.
2. Main contents of this reduction plan
a. Reduction plan
(1) Name of reducing shareholder: Zhejiang Zhongke Donghai venture capital partnership (limited partnership), Changde Zhongke Furong Venture Capital Co., Ltd;
(2) Reasons for reduction: own capital needs;
(3) Source of shares: shares held by the company before IPO and listing and shares transferred by the company in 2016, 2017 and 2018;
(4) Reduction methods: block trading, centralized bidding and other legal methods recognized by Shenzhen Stock Exchange; (5) Period, quantity and proportion of reduction:
Within six months after the three trading days of the announcement (from April 1, 2022 to October 1, 2022), the reduction of shares is not restricted.
(6) Reduction price: determined according to the market price;
If there are ex rights and ex interests matters during the reduction plan, such as dividend distribution, share distribution, conversion of capital reserve to share capital, share allotment and so on, the number and price of shares reduced will be adjusted accordingly.
b. Commitments and performance of shareholders
(1) Share locking commitment
Zhejiang Zhongke and Changde Zhongke promise: in addition to the public development and sale of some of the issuer’s old shares held by the issuer during the initial public offering of shares, the company will not transfer or entrust others to manage the company’s shares directly or indirectly held by it, nor will the company repurchase such shares within 12 months from the date of listing.
(2) Commitment on shareholding intention and reduction intention
Zhejiang Zhongke and Changde Zhongke promise that the reduction of shares will not exceed 80% of the issuer’s shares within one year after the expiration of the sales restriction period, and the cumulative reduction of shares within two years after the expiration of the sales restriction period can reach 100% of the issuer’s shares. Before reducing the shares held by the issuer, it shall make an announcement three trading days in advance, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange.
As of the date of this announcement, Zhejiang Zhongke and Changde Zhongke have strictly complied with the above commitments and have not violated the above commitments.
(II) shareholder Yongxin Ronglei
On March 25, 2022, the company received the notification letter on the planned reduction of Zhong Fu Tong Group Co.Ltd(300560) shares from the shareholder Yongxin Ronglei. Due to its own capital needs, Yongxin Ronglei plans to reduce its shares in the company through block trading and centralized bidding within six months after the three trading days of the announcement (from April 1, 2022 to October 1, 2022), with the reduction amount not exceeding 1790000 shares, i.e. not exceeding 0.79% of the total share capital of the company. The details are as follows: 1. Basic information of shareholders
(1) Name of shareholder: Yongxin Ronglei Business Information Consulting Center (limited partnership)
(2) Shareholding of shareholders: as of the date of this announcement, Yongxin Ronglei held 5884300 shares of the company, accounting for 2.60% of the total share capital of the company;
2. Main contents of this reduction plan
a. Reduction plan
(1) Name of reducing shareholder: Yongxin Ronglei Business Information Consulting Center (limited partnership);
(2) Reasons for reduction: own capital needs;
(3) Source of shares: shares held by the company before IPO and listing and shares transferred by the company in 2016, 2017 and 2018;
(4) Reduction methods: block trading and centralized bidding;
(5) Period, quantity and proportion of reduction: the planned reduction shall not exceed 1790000 shares, i.e. not more than 0.79% of the total share capital of the company. Among them, the reduction of shares through the centralized bidding transaction of the stock exchange will be carried out within six months after three trading days from the date of announcement of the reduction plan, and the total number of shares reduced through the centralized bidding transaction of the stock exchange within any continuous 90 natural days shall not exceed 1% of the total number of shares of the company; If the reduction is carried out through block trading, it will be carried out within six months after three trading days from the date of announcement of the reduction plan, and shall not exceed 2% of the total shares of the company within any continuous 90 natural days;
(6) Reduction price: determined according to the market price;
If there are ex rights and ex interests matters during the reduction plan, such as dividend distribution, share distribution, conversion of capital reserve to share capital, share allotment and so on, the number and price of shares reduced will be adjusted accordingly.
b. Commitments and performance of shareholders
(1) Share locking commitment
Yongxin Ronglei promises that within 12 months from the date of listing, the company will not transfer or entrust others to manage the shares of the company directly or indirectly held by it, nor will the company repurchase such shares.
The directors, supervisors and senior managers who hold the shares of the company promise to report the shares of the company held directly or indirectly and their changes to the company during their term of office, and the shares transferred each year during their term of office shall not exceed 25% of the total shares of the company held directly or indirectly; Do not transfer the company’s shares held directly or indirectly within six months after leaving the company; If the company applies for resignation within six months from the date of listing, it shall not transfer the shares of the company directly or indirectly held by it within 18 months from the date of applying for resignation; If the company applies for resignation between the seventh month and the twelfth month from the date of listing, it shall not transfer the shares of the company directly or indirectly held by it within 12 months from the date of reporting resignation; In case of any change in the company’s shares held directly or indirectly due to the company’s equity distribution, the above commitments shall still apply.
(2) Commitment on shareholding intention and reduction intention
Yongxin Ronglei promises that within two years after the expiration of the restricted sale period of the shares held by the company, the number of shares reduced each year shall not exceed 25% of the total number of shares of the issuer held by the company before this issuance. Before reducing the shares held by the issuer, it shall make an announcement three trading days in advance, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange.
(July 14, 2014) will not reduce its shares in the company in any way, including the shares corresponding to this part of the shares during the commitment period due to the conversion of capital reserve into share capital, distribution of stock dividends, allotment of shares, additional issuance, etc.
As of the date of this announcement, Yongxin Ronglei has strictly complied with the above commitments and has not violated the above commitments. 4、 Relevant risk tips
1. Zhejiang Zhongke, Changde Zhongke and Yongxin Ronglei will decide whether to implement the share reduction plan according to the market conditions and the company’s share price. There is uncertainty about the time and price of this reduction plan, as well as whether it is completed on schedule
