Securities code: Shenzhen Longli Technology Co.Ltd(300752) securities abbreviation: Shenzhen Longli Technology Co.Ltd(300752) Announcement No.: 2022033 Shenzhen Longli Technology Co.Ltd(300752)
On the reduction of shareholders holding more than 5% of the original shares and those acting in concert
Pre disclosure announcement of the expiration of the plan and the future reduction plan
The shareholder 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 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. The term of the reduction plan of CIC Changchun venture capital fund management Co., Ltd. – Changchun CIC Jinsheng investment partnership (limited partnership) (hereinafter referred to as “CIC Jinsheng”) and its concerted actor Changchun ronghuida Investment Management Center (limited partnership) (hereinafter referred to as “ronghuida”) has expired, During the period, a total of 1019100 shares of Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as “the company”) were reduced (accounting for 0.4854% of the latest total share capital of the company). After this round of reduction, the number of shares of the company held by CIC Jinsheng and ronghuida was 10490397 shares (accounting for 4.9960% of the total share capital of the company, and the shareholding ratio decreased to less than 5%).
2. CIC Jinsheng and ronghuida, the person acting in concert, plan to reduce the total shares of the company by means of block trading within 3 months after 15 trading days from the date of disclosure of this announcement or 3 trading days from the date of disclosure of this announcement, with a total of no more than 6299284 shares (Accounting for 3% of the total share capital of the company).
1、 Reduction of shares whose term of reduction plan has expired
On December 10, 2021, the company disclosed the pre disclosure announcement on the reduction plan of shareholders holding more than 5% shares and their concerted actors (Announcement No.: 2021109, hereinafter referred to as the “pre disclosure announcement”), CIC Jinsheng, a shareholder holding more than 5% of the company’s shares, and ronghuida, a person acting in concert, plan to reduce the company’s shares by block trading within 3 months after 15 trading days from the date of disclosure of the pre disclosure announcement or 3 trading days from the date of disclosure of the pre disclosure announcement, with a total of no more than 6108792 shares (accounting for 3% of the company’s total share capital). If the company has any share change during the reduction period, such as share distribution, conversion of capital reserve to share capital, the number of shares reduced shall be adjusted accordingly.
On February 18, 2022, the company disclosed the announcement on more than half of the planned reduction time of shareholders holding more than 5% shares and those acting in concert (Announcement No.: 2022019), which disclosed the reduction of CIC Jinsheng and ronghuida.
On April 2, 2022, the company disclosed the brief report on changes in equity and the suggestive announcement on changes in equity of shareholders holding more than 5% to reduce their holdings to more than 1% and less than 5% (Announcement No.: 2022032). Since listing, CIC Jinsheng and ronghuida have changed their total share capital from 6.1875% to 4.9960% due to passive dilution and reduction in centralized bidding, with a cumulative change of more than 1%, No longer a shareholder holding more than 5% of the company’s shares.
Recently, the company received the notification letter issued by CIC Jinsheng and ronghuida. As of the disclosure date of this announcement, the time of the above shareholders’ reduction plan has expired. In accordance with the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, the relevant information is hereby announced as follows:
(I) share reduction by shareholders
Average price of reduction proportion of the number of shares reduced to the total share capital shareholder name reduction method reduction period
(yuan / share) (share) cases (%)
CIC Jinsheng centralized bidding 2022.1.4-2022.4.3 24.819450000.4501
Ronghuida centralized bidding 2022.1.4-2022.4.3 24.18741000.0353
Total —— 10191000.4854
Note: 1. “Proportion in total share capital” is calculated based on the latest total share capital of 209976174 shares of the company.
2. The difference in mantissa between the sum of the total and the detailed figures in the above table is caused by rounding. (II) Shareholding of shareholders before and after this reduction
Shareholding before change shareholding after change
Name of shareholder nature of shares proportion to total share capital proportion to total share capital
Number of shares (shares) cases (%) number of shares (shares) cases (%)
CIC Jinsheng shares with unlimited sales conditions 104632265.138495182264.5330
Ronghuida shares with unlimited sales conditions 10462710.51389721710.4630
Total 115094975.6523104903974.9960
According to the calculation, “the proportion of shares held after this reduction in the total share capital” is calculated based on the latest total share capital of the company on the announcement date. The difference in mantissa between the sum of the total and the detailed figures in the above table is caused by rounding.
(III) other relevant instructions
1. During the implementation of the reduction plan, the shareholder CIC Jinsheng and its concerted action person Rong Huida strictly abide by the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, and some provisions on the reduction of shares by shareholders, directors and supervisors 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 relevant laws, regulations and normative documents.
2. This reduction is consistent with the previously disclosed reduction intention and reduction plan, and there is no violation of the disclosed reduction plan. For details, please refer to the announcement on pre disclosure of shareholding reduction plan of shareholders holding more than 5% and those acting in concert (Announcement No.: 2021109) issued by the company on the gem information disclosure website designated by the CSRC on December 10, 2021.
3. The shareholder CIC Jinsheng and its concerted action person ronghuida are not the controlling shareholder and actual controller 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. 4. The company will continue to pay attention to the follow-up implementation of the shareholding reduction plan of CIC Jinsheng and its concerted action person ronghuida, and urge it to implement the shareholding reduction plan legally and in compliance with the requirements of relevant laws and regulations and the company’s rules and regulations, and timely fulfill the obligation of information disclosure.
2、 Future reduction plan
The company recently received the notification letter of share reduction plan issued by CIC Jinsheng, a shareholder holding more than 5% of the original shares, and Rong Huida, a person acting in concert. The details are as follows:
(I) reasons for reduction: business development needs.
(II) source of share reduction: shares held before IPO and listing (including shares increased correspondingly due to the conversion of the company’s capital reserve into share capital).
(III) number and proportion of shares to be reduced: CIC Jinsheng and its concerted action person ronghuida plan to reduce the company’s shares by no more than 6299284 shares, accounting for 3% of the company’s total share capital. Among them, if the shares are reduced by means of centralized bidding transaction, the total number of shares reduced shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days; If the shares are reduced through block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the company within any continuous 90 natural days. In case of ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and share allotment, the number of shares to be reduced will be adjusted accordingly.
(IV) reduction methods: block trading and centralized bidding.
(V) reduction price: it shall be determined according to the secondary market price and trading mode at the time of reduction, and shall not be lower than the price of the company’s initial public offering (if the company carries out ex rights and ex dividends due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, the lower limit of the reduction reserve price and the number of shares will be adjusted accordingly), and shall comply with the requirements of relevant laws, regulations and rules of the stock exchange.
(VI) reduction period: if the reduction is carried out by means of centralized bidding, it shall be carried out within 3 months after 15 trading days from the date of this announcement; In case of reduction by block trading, it shall be carried out within 3 months after 3 trading days from the date of this announcement.
(VII) commitment and performance of shareholders
The commitments of CIC Jinsheng and its concerted actor Rong Huida in the prospectus of IPO and listing on GEM and the listing announcement of IPO and listing on GEM are as follows:
1. Commitments made by CIC Jinsheng:
(1) Within 36 months from the date of listing of the issuer’s shares, the partnership will not transfer or entrust others to manage the issuer’s shares held by the partnership before this issuance, nor will the issuer repurchase such shares. If the shares held 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 shares held by the company change due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares in the corresponding year shall be changed accordingly.
The company will comply with the provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies (announcement [2017] No. 9 of China Securities Regulatory Commission), the Listing Rules of gem shares of Shenzhen Stock Exchange and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
(2) CIC Jinsheng’s commitment on the reduction intention is as follows:
1) After the expiration of the lock-in period, if the shares are reduced, it will abide by the relevant provisions of the CSRC and the exchange on the reduction of shareholders’ shares, carefully formulate the stock reduction plan in combination with the needs of the company to stabilize the stock price, and gradually reduce the shares after the expiration of the lock-in period;
2) The reduction of shares shall comply with relevant regulations, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, etc;
3) Before reducing shares, 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 exchange; Unless holding less than 5% of the company’s shares;
4) Within two years after the expiration of the lock-in period, if the shares are to be reduced, the reduction price shall not be lower than the issue price. If the shares held by the partnership change due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares in the corresponding year shall be changed accordingly;
5) If it fails to fulfill the above statement of intention to reduce its holdings, the partnership will publicly explain the specific reasons for the failure to fulfill its commitments at the general meeting of shareholders and the disclosure media designated by the CSRC, and apologize to the company’s shareholders and public investors;
6) If the above statement of intention to reduce holdings is not fulfilled, the shares of the company held by the partnership shall not be reduced within 6 months from the date when the partnership fails to fulfill the above statement of intention to reduce holdings.
2. Commitments made by ronghuida:
Within 36 months from the date of listing of the issuer’s shares, the partnership will not transfer or entrust others to manage the issuer’s shares held by the partnership before this issuance, nor will the issuer repurchase such shares. If the shares held 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 shares held by the company change due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares in the corresponding year shall be changed accordingly.
The company will comply with the provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies (announcement [2017] No. 9 of China Securities Regulatory Commission), the Listing Rules of gem shares of Shenzhen Stock Exchange and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
CIC Jinsheng and ronghuida have strictly fulfilled the above commitments and have not violated the above commitments.
(VIII) relevant risk tips
1. There are no preconditions or restrictive conditions for the implementation of the plan, and there is no violation of its commitment or disclosed intention. The implementation of the share reduction plan is uncertain. CIC Jinsheng and its concerted action person ronghuida will decide whether to implement the share reduction plan according to the market conditions, the company’s share price and other conditions. There are uncertainties about the time, quantity and price of this reduction plan, as well as whether it is completed on schedule.
2. CIC Jinsheng and its concerted action person ronghuida are not the controlling shareholder and actual controller of the company. This share reduction plan is its normal reduction behavior and will not have a significant impact on the company’s governance structure, equity structure and future sustainable operation, nor will it lead to the change of the company’s control.
3. The share reduction plan complies with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of the acquisition of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange. During the period of reducing the company’s shares according to the above plan, the company will urge CIC Jinsheng and its concerted action person ronghuida to strictly abide by the securities law, the stock listing rules of Shenzhen Stock Exchange and the norms for companies listed on the gem of Shenzhen Stock Exchange
