Securities code: Linewell Software Co.Ltd(603636) securities abbreviation: Linewell Software Co.Ltd(603636) Announcement No.: 2022019 Linewell Software Co.Ltd(603636)
Announcement on the reduction plan of shareholders holding more than 5%
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of its contents
Take responsibility.
Important content tips:
Basic information of shareholders’ shareholding
As of the disclosure date of this announcement, the shareholder of Linewell Software Co.Ltd(603636) (hereinafter referred to as “the company”) CLP
CETC Investment Holding Co., Ltd. (hereinafter referred to as “CETC investment”) holds unlimited tradable shares of the company
29897679 shares, accounting for 5.06% of the total share capital of the company.
Main contents of share reduction plan
Due to its own capital needs, the shareholder CETC investment shall be paid within 3 months after 15 trading days from the date of disclosure of this announcement
Through centralized bidding trading within the month, or through block trading within 3 months after the date of disclosure of this announcement
Holding the company’s shares held by him, the number of shares to be reduced shall not exceed 17723806, and the reduction proportion shall not exceed
More than 3.00% of the total share capital of the company, and it is guaranteed to conduct centralized bidding trading within 90 consecutive natural days
The reduction of shares shall not exceed 1.00% of the total share capital of the company, and the reduction of shares through block trading shall not exceed the total share capital of the company
2.00% of share capital.
The company recently received the notification letter of shareholders’ share reduction plan sent by the shareholder CETC investment, and the shareholder CETC investment
Due to its own capital needs, it is proposed to reduce its shares in the company. The relevant information is hereby announced as follows:
1、 Basic information of the reducing entity
Number of shares held
Shareholder name shareholder identity shareholding proportion current shareholding source (share)
Obtained through agreement transfer: more than 5% of CETC’s investment is not the largest shareholder 298976795.06%
29897679 shares
The above reduction subjects have no concerted action.
Since becoming the major shareholder holding more than 5% of the company’s shares, CETC investment has not reduced its shares of the company.
2、 Main contents of share reduction plan
Planned reduction
Planned reduction of competitive trading reasonable reduction of shareholding proposed reduction name and number of shareholders proposed to reduce shareholding reduction method
Reasons for the price range during the reduction of shareholding ratio (shares)
Bidding transaction minus
Not more than: hold, not more than:
CETC investment 17723806 does not exceed: 5907935 shares 2022 / 5 / 5 ~ 3% of its own shares are transferred according to the market price agreement, and the block transaction minus 2022 / 8 / 4 Gejin demand does not exceed:
11815871 shares
Note:
1. If the company’s shares are reduced through call auction trading, it will be 15 trading days from the date of announcement of the reduction plan
Within 3 months thereafter, and the total number of shares reduced within any consecutive 90 natural days shall not exceed 50% of the total number of shares of the company
1%；
2. The reduction of the company’s shares by block trading will be carried out within 3 months after the announcement of this reduction plan,
And the total number of shares reduced within any continuous 90 natural days shall not exceed 2% of the total number of shares of the company;
3. During the reduction period, if there are share changes such as share distribution and conversion of capital reserve to share capital, the above number will be adjusted accordingly
Whole.
（1） Whether the relevant shareholders have other arrangements □ yes √ no
（2） Shareholders’ previous opinions on shareholding ratio, shareholding quantity, shareholding period, reduction method, reduction quantity and reduction
Whether the holding price has made a commitment √ yes □ no
On the occasion of the transfer of Linewell Software Co.Ltd(603636) by CETC investment through agreement, in the notice on Linewell Software Co.Ltd(603636)
The share transfer agreement promises that CETC investment will not be transferred outside within 6 months from the delivery date of the subject shares
Subject shares. The transfer and delivery of the subject shares will be completed on December 26, 2019 and on June 25, 2020
Lift the sales restrictions. As of the date of this announcement, the above commitments of CETC investment have been fulfilled.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
(III) other matters required by Shanghai Stock Exchange none
3、 Relevant risk tips
（1） Shareholder CETC investment may only partially implement or give up the implementation of this reduction plan according to its own capital arrangement, changes in stock market prices, changes in regulatory policies and other factors. Therefore, there is an uncertainty risk in the implementation of this reduction plan.
（2） Whether the implementation of the share reduction plan may lead to the risk of change of control of the listed company
□ yes √ no
CETC investment does not belong to 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 right and will not have an impact on the company’s governance structure and sustainable operation.
（3） The reduction plan complies with the relevant provisions of laws, regulations, departmental rules and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, several 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 on Shanghai Stock Exchange.
(IV) the company will urge the above-mentioned shareholders to abide by relevant laws and regulations during the implementation of the share reduction plan and timely perform the obligation of information disclosure.
It is hereby announced.
Linewell Software Co.Ltd(603636) board of directors
April 10, 2022
