Securities code: Shenzhen Longli Technology Co.Ltd(300752) securities abbreviation: Shenzhen Longli Technology Co.Ltd(300752) Announcement No.: 2022032 Shenzhen Longli Technology Co.Ltd(300752)
Suggestive announcement on changes in equity of shareholders holding more than 5% of shares by reducing their holdings by more than 1% and reducing their holdings to less than 5%
The shareholder of the information disclosure obligor, CIC Changchun venture capital fund management Co., Ltd. – Changchun CIC Jinsheng investment partnership (limited partnership) and its concerted actor, Changchun ronghuida Investment Management Center (limited partnership), guarantee that the information provided to the company is true, accurate and complete without any 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:
1. This equity change is the reduction of shareholders holding more than 5% of the company’s shares, does not touch the tender offer, will not lead to changes in the controlling shareholders and actual controllers of the company, and will not affect the company’s governance structure and sustainable operation;
2. After this equity change, the total share capital of the company held by the shareholder CIC Changchun venture capital fund management Co., Ltd. – Changchun CIC Jinsheng investment partnership (limited partnership) (hereinafter referred to as “CIC Jinsheng”) and its concerted party Changchun ronghuida Investment Management Center (limited partnership) (hereinafter referred to as “ronghuida”) changed from 6.1875% to 4.9960%, with a cumulative change of more than 1%, The company holds 10490397 shares in total, accounting for 4.9960% of the total share capital of the company, and is no longer a shareholder holding more than 5% of the company.
1、 Basic information of this equity change
Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as “the company”) recently received the short form equity change report issued by the shareholder CIC Jinsheng and the person acting in concert, Rong Huida. CIC Jinsheng and the person acting in concert, Rong Huida, held 4495900 shares of the company, accounting for 6.1875% of the total share capital of the company at that time. Due to the company’s implementation of the conversion of provident fund to share capital, the granting of restricted shares to incentive objects, the repurchase and cancellation of restricted shares The number of shares held by information disclosure obligors is passively increased and the proportion is passively diluted due to the impact of convertible corporate bonds; At the same time, CIC Jinsheng and ronghuida, who acted in concert, took the initiative to reduce their holdings due to their own capital needs. The number of shares changed from 4495900 to 10490397. The total proportion of the company’s total share capital changed from 6.1875% to 4.9960%, more than 1%, and they are no longer shareholders holding more than 5% of the company. The details are as follows:
1. On May 15, 2019, the company held the 2018 annual general meeting of shareholders, deliberated and approved the proposal on the plan for profit distribution and capital reserve conversion to share capital in 2018. After this conversion, the total share capital of the company increased to 116257920 shares. The total number of shares held by CIC Jinsheng and ronghuida, the information disclosure obligor, changed from 4495900 shares to 7193440 shares, accounting for 6.19% of the total share capital, and the proportion remained unchanged.
2. On December 31, 2019, the company completed the grant of restricted shares for the first time. The shares were listed and circulated on January 3, 2020, and the total share capital of the company increased from 116257920 shares to 119752220 shares. The number of shares held by CIC Jinsheng, the obligor of information disclosure, and ronghuida, the person acting in concert, remained unchanged. Due to the increase of total share capital, the shareholding ratio changed from 6.19% to 6.01%. 3. On August 20, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price, and agreed to repurchase and cancel 59000 restricted shares granted to 4 incentive objects but not yet released. After the completion of this repurchase and cancellation, the total share capital of the company was adjusted from 119752220 shares to 119693220 shares. The number of shares held by CIC Jinsheng, the obligor of information disclosure, and ronghuida, the person acting in concert, remained unchanged, the total share capital decreased less, and the shareholding ratio was still 6.01%.
4. The 16th meeting of the second board of directors and the 15th meeting of the second board of supervisors were held on September 14, 2020, and the second extraordinary general meeting of shareholders in 2020 was held on September 30, 2020. Relevant proposals such as the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price were considered and passed, and it was agreed to repurchase and cancel 15000 shares of restricted shares granted to a former incentive object but not yet released, After the completion of repurchase and cancellation, the total share capital of the company was adjusted from 119693220 shares to 119678220 shares. The number of shares held by CIC Jinsheng, the obligor of information disclosure, and ronghuida, the person acting in concert, remained unchanged, the total share capital decreased less, and the shareholding ratio was still 6.01%.
At the same time, the board of directors deliberated and approved the proposal on granting reserved restricted shares to incentive objects. In view of the fact that one incentive object included in the reserved part of the company’s 2019 restricted stock incentive plan (Draft) voluntarily gave up participating in the incentive plan for personal reasons, According to relevant authorization, the number of restricted shares granted at the 20th meeting of the second board of directors of the company was adjusted from 849100 shares to 844100 shares, and the total share capital of the company was adjusted from 119678220 shares to 120522320 shares. The number of shares held by CIC Jinsheng, the obligor of information disclosure, and ronghuida, the person acting in concert, remained unchanged. Due to the increase of total share capital, the shareholding ratio changed from 6.01% to 5.97%.
5. On May 17, 2021, the 2020 annual general meeting of shareholders held by the company deliberated and approved the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020. If the total share capital of the company changes before the implementation of the distribution plan, the distribution proportion will be adjusted accordingly according to the principle that the total distribution amount remains unchanged. Due to the impact of the conversion of “Longli convertible bonds” on the company, after the implementation of equity distribution, The total share capital of the company increased from 120522509 shares to 192835893 shares. The number of shares held by CIC Jinsheng, the obligor of information disclosure, and ronghuida, the person acting in concert, changed from 7193440 shares to 11509497 shares. Due to the same proportion increase, the shareholding ratio was still 5.97%, and the proportion did not change.
At the same time, the shareholders’ meeting considered the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price and other relevant proposals. After the equity distribution, it was agreed that the company would repurchase and cancel five 233520 restricted shares that had been granted but not yet released. And due to the impact of the conversion of “Longli convertible bonds”, the total share capital of the company has increased from 192835893 shares to 202465332 shares. After the cancellation of this repurchase, the total share capital of the company has been reduced from 202465332 shares to 202231812 shares.
The number of shares held by CIC Jinsheng, the obligor of information disclosure, and ronghuida, the person acting in concert, remained unchanged. Due to the increase of total share capital, the shareholding ratio changed from 5.97% to 5.69%.
According to relevant regulations, the closing price of the company’s shares for 15 trading days from November 3, 2021 to November 23, 2021 is not lower than 130% (23.84 yuan / share) of the current conversion price (18.34 yuan / share), which has triggered the conditional redemption terms agreed in the prospectus. On November 24, 2021, the company held the 29th (Interim) meeting of the second board of directors and the 27th (Interim) meeting of the second board of supervisors, deliberated and adopted the proposal on early redemption of “Longli convertible bonds”, and agreed to redeem all registered “Longli convertible bonds” that had not been converted before the deadline of redemption registration date (December 15, 2021).
As of December 9, 2021, when the information disclosure obligor’s share reduction plan was pre disclosed, the company’s share capital increased due to the conversion of convertible corporate bonds “Longli convertible bonds” issued by the company, and the total share capital of the company increased from 202231812 shares to 203626428 shares. The number of shares held by CIC Jinsheng, the obligor of information disclosure, and ronghuida, the person acting in concert, remained unchanged. Due to the increase of total share capital, the shareholding ratio changed from 5.69% to 5.65%.
7. On December 15, 2021, the total share capital of the company increased from 203626428 shares to 209976174 shares due to the company’s redemption of all “Longli convertible bonds” registered before the expiration of the redemption registration date (December 15, 2021). The number of shares held by CIC Jinsheng, the obligor of information disclosure, and ronghuida, the person acting in concert, remained unchanged. Due to the increase of total share capital, the shareholding ratio changed from 5.65% to 5.48%.
8. During the period from January 4, 2022 to March 31, 2022, CIC Jinsheng, the information disclosure obligor, and ronghuida, the person acting in concert, reduced a total of 1019100 Shenzhen Longli Technology Co.Ltd(300752) shares through centralized bidding. The total share capital of the company remained unchanged, the number of shares held decreased from 11509497 to 10490397, and the proportion of shares held changed from 5.4813% to 4.9960%.
The equity change mode is passive dilution and centralized bidding, and the number of shares reduced accounts for 0.4854% of the total share capital of the company. The details are as follows:
Proportion of average reduction price to total share capital shareholder name reduction method number of shares reduced during reduction period
(yuan / share) case (%)
2022.1.4—
CIC Jinsheng centralized bidding 24.819450000.4501
2022.3.31
2022.1.4—
Ronghuida centralized bidding 24.18741000.0353
2022.3.31
Total —— 10191000.4854
Note: the total share capital of the company on March 31, 2022 is 209976174 shares. For the reduction of shares in the table, the proportion of reduced shares in the total share capital is calculated according to the current total share capital of 209976174 shares. The shares reduced this time are the shares issued before the initial public offering. In this report, if the total is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
2、 Shareholding before and after this equity change
Before and after this equity change, the shareholding of the information obligation discloser is as follows:
Shareholding before change shareholding after change
(shares with limited sales conditions) (shares with unlimited sales conditions)
Name of shareholder (November 30, 2018) (March 31, 2022)
Proportion of shares (shares) in total share capital (%)
CIC Jinsheng 40872005.625095182264.5330
Ronghuida 4087000.56259721710.4630
Consolidated 44959006.1875104903974.9960
Note: as of March 31, 2022, the total share capital of the company is 209976174 shares. In the table, the proportion of shares held after this change to the total share capital is calculated according to the total share capital of 209976174 shares, and the proportion of shares held before this change to the total share capital of the company is calculated according to the total share capital of 72661200 shares as of November 30, 2018, that is, the total share capital of the company at the time of pre disclosure of the reduction plan of the information disclosure obligor. The change of shareholding ratio is also affected by Longli’s debt to equity swap during this period.
3、 Description of other relevant matters
1. This equity change does not violate the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, and several provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies The detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other laws and regulations, as well as other relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, as well as the company’s rules and regulations.
2. The quantity of this reduction is within the scope of the reduction plan, and the reduction plan has not been implemented yet. According to the progress of share reduction of the company’s shareholder CIC Jinsheng and its concerted action renrong Huida, the company will perform the obligation of information disclosure in accordance with relevant laws and regulations.
3. The implementation of the above share reduction is consistent with the reduction plan previously disclosed by CIC Jinsheng and its concerted action person ronghuida.
4. The above reduction will not lead to the change of the company’s control, and will not affect the company’s governance structure, equity structure and continuous operating assets
