Securities code: Beijing Join-Cheer Software Co.Ltd(002279) securities abbreviation: Beijing Join-Cheer Software Co.Ltd(002279) Announcement No.: 2022007 bond Code: 128015 bond abbreviation: Jiuqi convertible bond
Beijing Join-Cheer Software Co.Ltd(002279)
Pre disclosure announcement on the share reduction plan of directors
Director Li Jun 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:
Beijing Join-Cheer Software Co.Ltd(002279) (hereinafter referred to as “the company”), Mr. Li Jun, the director, holds 6327026 shares of the company (accounting for 0.8904% of the total share capital of the company). Mr. Li Jun plans to reduce no more than 1581757 shares of the company (accounting for 0.2226% of the total share capital of the company) by means of centralized bidding or block trading from May 16, 2022 to November 15, 2022.
1、 Basic information of shareholders
As of the disclosure date of this announcement, the shareholding of Mr. Li Jun is as follows:
Name of shareholder position of the company total number of shares held in the company of which
Proportion of the company: the number of locked shares of senior executives and the number of tradable shares without limit
Li Jun directors 6327026 shares, 0.8904% 4745269 shares, 1581757 shares
2、 Main contents of share reduction plan
(I) specific arrangement of share reduction plan
1. Reason for reduction: personal capital demand
2. Source of share reduction: non-public offering
3. Reduction period: from May 16, 2022 to November 15, 2022 (during the reduction period, it is still necessary to comply with the restrictions of relevant laws and regulations on the trading of company shares by directors, supervisors and senior managers)
4. Reduction method: centralized bidding or block trading
5. Quantity of reduction: no more than 1581757 shares (accounting for 0.2226% of the total share capital of the company)
6. Reduction price: determined according to the secondary market stock price and trading mode at the time of reduction
(II) the proposed reduction is consistent with the commitments previously disclosed by the shareholders
1. Non public offering share restriction commitment
As one of the counterparties for the company to issue shares to purchase 100% equity of Beijing Huaxia Diantong Technology Co., Ltd., Mr. Li Jun promised that the shares issued to him by the listed company due to this transaction would not be transferred within 12 months from the date of share issuance and listing, and after 12 months, on the premise of meeting the unlocking conditions of each period, the non-public issued shares of the listed company obtained by him would be lifted four times. As of December 11, 2018, the non-public offering shares held by Mr. Li Jun had all been lifted.
2. Executive share restriction commitment
As a director, supervisor and senior officer of the company, Mr. Li Jun shall abide by the relevant provisions of relevant laws and regulations on the reduction of shares held by the directors, supervisors and senior executives of listed companies, that is, during his tenure as a director of the company, the shares transferred each year shall not exceed 25% of the total shares of the company he holds; The company’s shares held by him shall not be transferred within half a year after his resignation; Those who leave before the expiration of their term of office shall continue to abide by the restrictive provisions of the preceding paragraph within the term of office determined at the time of taking office and within six months after the expiration of their term of office.
As of the disclosure date of this announcement, Mr. Li Jun has strictly fulfilled the above commitments and has not violated the above commitments.
3、 Relevant risk tips
1. The share reduction plan does not violate the provisions of laws, regulations and normative documents such as the securities law, the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shenzhen Stock Exchange.
2. Mr. Li Jun will decide whether to implement or partially implement the share reduction plan according to his own situation, market situation and the company’s share price. There is uncertainty about the reduction time and price.
3. The implementation of this share reduction plan will not have an impact on the corporate governance structure and sustainable operation, nor will it lead to the change of the company’s control.
4. The company will timely disclose the implementation progress of this reduction plan in strict accordance with relevant regulations. Please invest rationally and pay attention to investment risks.
4、 Documents for future reference
Notification letter of stock reduction plan
It is hereby announced
Beijing Join-Cheer Software Co.Ltd(002279) board of directors April 2, 2022
