Securities code: Western Regions Tourism Development Co.Ltd(300859) securities abbreviation: ST Xiyu Announcement No.: 2022008
Western Regions Tourism Development Co.Ltd(300859)
Announcement on the expiration of the reduction period of shareholders holding more than 5% and the pre disclosure of the subsequent reduction plan
Hainan Xiangjiang venture capital partnership (limited partnership), a shareholder holding more than 5%, 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.
Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as “the company”) disclosed the announcement on pre disclosure of share reduction by shareholders holding more than 5% (Announcement No.: 2021053) on September 13, 2021. The shareholder holding 18402837 shares of the company (accounting for 11.87% of the total share capital of the company), Hainan Xiangjiang venture capital partnership (limited partnership) (formerly known as Beijing Xiangjiang science and Technology Development Center (limited partnership), hereinafter referred to as “Xiangjiang investment”), It is planned to reduce its 9200800 shares of the company in total by means of centralized bidding or block trading within 6 months after 15 trading days from the date of the pre disclosure announcement of the reduction plan, accounting for 5.936% of the total share capital of the company.
On January 14, 2022, the company made an announcement on cninfo.com (www.cn. Info. Com. CN), the information disclosure website designated by the China Securities Regulatory Commission on the gem The announcement on the reduction of shareholders holding more than 5% of shares for more than half of the time and up to 1% (Announcement No.: 2022002) was disclosed. As of the disclosure date of the announcement, the planned reduction of Xiangjiang investment has been more than half of the time, and its cumulative reduction of 1585000 shares of the company, accounting for 1.02% of the total share capital of the company.
On April 12, 2022, the company received the notification letter on the expiration of the reduction plan and the future reduction plan issued by the shareholder Xiangjiang investment. As of the disclosure date of this announcement, Xiangjiang investment has reduced 1674000 shares of the company, accounting for 1.08% of the total share capital of the company. The reduction plan has expired and the reduction plan has been completed, and the remaining shares have not been reduced 7526800.
Within 6 months after 15 trading days from the date of disclosure of this announcement, Xiangjiang investment plan shall reduce the number of shares of the company by centralized bidding, block trading or other legal methods recognized by Shenzhen Stock Exchange, which shall not exceed 7526800 shares, accounting for 4.856% of the total shares of the company. According to relevant regulations, the specific matters are hereby announced as follows:
1、 Shareholder reduction
（1） Share reduction by shareholders
Shareholder name reduction method during the reduction period, the number of shares reduced (shares) the average price of reduction, and the proportion of shares reduced in the total share capital (yuan / share)
Centralized bidding 2021 / 10 / 14
Xiangjiang investment on April 12, 20221674000180369 1.08%
Total 1674000 — 1.08%
The shares reduced by the above centralized bidding trading come from the shares issued before the company’s initial public offering.
（2） . shareholding of shareholders before and after this reduction
Shares held before this reduction and shares held after this reduction
Shareholder name share nature share number (share) in total share capital share number (share) in total share capital
Total shares held: 1840283711.87% 1672883710.79%
Hunan Xinjiang investment, including: unlimited sales 1840283711.87% 1672883710.79%
Conditional shares
Restricted shares 0.00% 0.00%
share
（3） . other relevant instructions
1、 The implementation progress of the share reduction plan is in line with the securities law, the measures for the administration of the acquisition of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange And other laws, regulations and normative documents.
2. The share reduction of Xiangjiang investment has been disclosed in advance in accordance with relevant regulations. The number of shares reduced this time is within the scope of the share reduction plan. As of April 12, 2022, the period of the share reduction plan has expired, and the remaining number of shares not reduced is 7526800.
3. The above reduction will not lead to the change of the company’s control and will not have an adverse impact on the company’s governance structure, equity structure and sustainable operation.
2、 Shareholders’ future reduction plan
On April 12, 2022, the company received the notification letter of Hainan Xiangjiang investment and entrepreneurship partnership (limited partnership) on the expiration of the shareholding reduction plan and the future shareholding reduction plan issued by Xiangjiang investment, a shareholder holding more than 5%. Within 6 months after 15 trading days from the date of disclosure of this announcement, Xiangjiang investment plan will be based on centralized bidding The number of shares of the company reduced by block trading or other legal methods recognized by Shenzhen Stock Exchange shall not exceed 7526800, accounting for 4.856% of the total shares of the company.
(I) basic information of shareholders
1. Name of shareholder: Hainan Xiangjiang venture capital partnership (limited partnership)
2. Shareholding of shareholders: as of the disclosure date of this announcement, Xiangjiang investment holds 16728837 shares of the company, accounting for 10.79% of the total shares of the company.
(II) main contents of this reduction plan
1. Reasons for reduction: shareholders’ own business needs
2. Share source: the company’s shares held before the company’s initial public offering.
3. Quantity and proportion of reduction: it is expected that the cumulative reduction will not exceed 7526800 shares, accounting for 4.856% of the total share capital of the company. During the implementation of the share reduction plan, if the company has equity ex rights and ex interest matters such as dividend distribution, bonus shares, conversion to share capital, issuance of new shares or allotment of shares, Xiangjiang investment can adjust the amount of share reduction accordingly according to the change of the company’s share capital, and the proportion of share reduction remains unchanged.
4. Reduction methods: block trading, centralized bidding trading and other legal methods. 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 by 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.
5. Reduction period: if the reduction is carried out through centralized bidding trading, the reduction period shall be within 15 trading days from the date of announcement and six months after the date of announcement; In case of reduction through block trading, the reduction period shall be within six months after three trading days from the date of announcement.
6. Price range: determined according to the market price. The reduction price shall not be lower than the initial public offering price of western regions tourism (if the company issues dividends, bonus shares, conversion of share capital, issuance of new shares or allotment of shares and other equity ex rights and ex interests, the issue price shall be adjusted accordingly according to ex rights and ex interests).
(III) relevant commitments and performance
Xiangjiang investment promises to reduce its holdings through legal means within two years after the expiration of the stock lock-in period, and the total reduction within two years shall not exceed 50% of the total shares of the company it holds. For this reduction, Xiangjiang investment will not violate any previously disclosed commitments.
(IV) relevant risk tips
1. Xiangjiang 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 control right of the listed company.
2. During the implementation of the reduction plan, Xiangjiang investment will strictly abide by the requirements of relevant laws and regulations such as the securities law, 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 Shenzhen Stock Exchange, and timely fulfill the obligation of information disclosure.
3. Xiangjiang investment will decide whether to implement the reduction plan during the reduction period according to the market conditions, the company’s share price and other factors. There are uncertainties in the reduction time, quantity and price, and whether the reduction plan is implemented and completed on schedule. 3、 Reference document: notification letter of Hainan Xiangjiang venture capital partnership (limited partnership) on the expiration of the reduction plan and the future reduction plan issued by Hainan Xiangjiang venture capital partnership (limited partnership). It is hereby announced.
Western Regions Tourism Development Co.Ltd(300859) board of directors
April 13, 2022
