Securities code: 002969 securities abbreviation: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) Announcement No.: 2022-004 bond Code: 127042 bond abbreviation: Jiamei convertible bond
Jiamei food packaging (Chuzhou) Co., Ltd
Pre disclosure announcement on the reduction of shares held by major shareholders
Dongchuang Investment Co., Ltd., Fuxin Investment Co., Ltd. and Zhongkai Investment Development Co., Ltd., the non controlling shareholders holding more than 5% of the company, 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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
Fuxin Investment Co., Ltd. (hereinafter referred to as “Fuxin investment”) which holds 226219225 shares (accounting for 23.51% of the total share capital of the company) of Jiamei food packaging (Chuzhou) Co., Ltd. (hereinafter referred to as “the company” or “the company”) Dongchuang Investment Co., Ltd. (hereinafter referred to as “Dongchuang investment”) and Zhongkai Investment Development Co., Ltd. (hereinafter referred to as “Zhongkai investment”) plan to reduce their shares in the company through centralized bidding in the next six months, and the total number of shares reduced will not exceed 19245314 shares (accounting for 2% of the total share capital of the company), The reduction plan shall be carried out within 6 months after 15 trading days from the date of this announcement. In any continuous 90 natural days, the total number of shares reduced shall not exceed 1% of the total number of shares of the company (in case of window period specified by laws and regulations, the reduction shall not be allowed).
Recently, the company received the notification letter on the proposed reduction of shares of Jiamei food packaging (Chuzhou) Co., Ltd. issued by Fuxin investment, Dongchuang investment and Zhongkai investment. The relevant information is announced as follows: I. Basic information of shareholders
1. Name of shareholders: Fuxin Investment Co., Ltd., Dongchuang Investment Co., Ltd. and Zhongkai Investment Development Co., Ltd.
2. Shareholding of shareholders: as of the date of this announcement, Fuxin investment directly held 121678793 shares of the company, accounting for 12.65% of the total share capital of the company; Dongchuang investment directly holds 62092619 shares of the company, accounting for 6.45% of the total share capital of the company; Zhongkai investment directly holds 42447813 shares of the company, accounting for 4.41% of the total share capital of the company. The above shareholders directly hold 226219225 shares of the company, accounting for 23.51% of the total share capital of the company.
Securities code: 002969 securities abbreviation: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) Announcement No.: 2022-004 bond Code: 127042 bond abbreviation: Jiamei convertible bond
3. Shareholder relationship: Fuxin investment, Dongchuang investment and Zhongkai investment, the shareholders of the company, are all enterprises under the same control of China Eastern Asset Management Co., Ltd., and China Eastern Asset Management Co., Ltd. indirectly holds 100% equity of Fuxin investment, Dongchuang investment and Zhongkai investment.
2、 Main contents of this reduction plan
1. Reasons for the proposed reduction: shareholders’ own capital needs.
2. Share source: shares before IPO.
3. Number and proportion of shares to be reduced: the total number of shares of the company that Fuxin investment, Zhongkai investment and Dongchuang investment may reduce shall not exceed 19245314 shares, the reduction proportion shall not exceed 2% of the total share capital of the company, and shall not exceed 50% of the total shares of the company directly or indirectly held by Fuxin investment, Zhongkai investment and Dongchuang investment before the company’s initial public offering. In case of ex right and ex interest matters such as share distribution, conversion of capital reserve to share capital and share allotment during the reduction period, the number of shares reduced above will be adjusted accordingly.
4. Proposed reduction period: within 6 months after 15 trading days from the date of the pre disclosure announcement of the share reduction plan. In any continuous 90 natural days, the total number of shares reduced shall not exceed 1% of the total number of shares of the company (in case of window period specified by laws and regulations during the period, the shares shall not be reduced).
5. Proposed reduction method: centralized bidding.
6. Price range: it shall be determined according to the transaction method and the secondary market transaction price during the reduction, and shall not be lower than the share issuance price (if the company has dividend distribution, share distribution, conversion of provident fund to share capital, share allotment, etc., the issuance price will be adjusted accordingly according to the ex right and ex interest situation).
3、 Relevant commitments and performance
According to the prospectus on initial public offering of Jiamei food packaging (Chuzhou) Co., Ltd. and the announcement on initial public offering of Jiamei food packaging (Chuzhou) Co., Ltd. publicly disclosed by the company, Fuxin investment, Dongchuang investment and Zhongkai investment make the following commitments on share locking and reduction: 1 Within 12 months from the date of listing of the issuer’s shares, the issuer shall not transfer or entrust others to manage the issuer’s shares directly or indirectly held before this issuance, nor shall the issuer repurchase such shares.
2. Within two years after the expiration of the above share locking commitment period, the annual reduction of the issuer’s shares shall not exceed 50% of the total number of shares directly or indirectly held by the issuer before the initial public offering, and the total reduction of the issuer’s shares in two years shall not exceed 100% of the total number of shares directly or indirectly held by the enterprise. Proposed reduction and issuance
Securities code: 002969 securities abbreviation: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) Announcement No.: 2022-004 bond Code: 127042 bond abbreviation: Jiamei convertible bond
The of the company’s shares will be handled in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the relevant provisions of the CSRC and the stock exchange.
3. If the issuer’s shares held directly or indirectly are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price. In case of dividend distribution, share distribution, conversion of provident fund into share capital, allotment of shares, etc., the issue price will be adjusted accordingly according to the ex right and ex dividend situation.
4. In case of reduction of shares through centralized bidding trading at the stock exchange (and still shareholders holding more than 5% of the total shares, directors and senior managers of the company), make an announcement at least 15 trading days in advance, report the reduction plan to the stock exchange for filing, and actively cooperate with the issuer’s information disclosure.
5. When the shares issued before the initial public offering of the company held by our party are reduced through the centralized bidding transaction of the stock exchange, 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. 6. When the shares issued before the initial public offering of the company held by our party 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.
7. When the shares issued before the initial public offering of the company held by our party are reduced by agreement transfer, the transfer proportion of a single transferee shall not be less than 5% of the total shares of the company.
As of the date of this announcement, Fuxin investment, Dongchuang investment and Zhongkai investment have strictly fulfilled the above commitments and have not violated the commitments.
4、 Relevant risk tips
1. Fuxin investment, Dongchuang investment and Zhongkai investment will decide whether to implement the reduction plan according to the market conditions, the company’s share price and other conditions.
2. The reduction did not violate the company law, the securities law, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, several provisions on the reduction of shares by shareholders, directors, supervisors and senior executives of 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 and regulations, departmental rules, normative documents and the articles of association do not violate the commitments related to share locking and share reduction of shareholders.
3. Dongchuang investment, Fuxin investment and Zhongkai investment do not belong to the controlling shareholder or actual controller of the company. The implementation of the 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. During the implementation of the reduction plan, the company will continue to pay attention to the progress of the reduction plan,
Securities code: 002969 securities abbreviation: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) Announcement No.: 2022-004 bond Code: 127042 bond abbreviation: Jiamei convertible bond
Urge Fuxin investment, Dongchuang investment and Zhongkai investment to strictly abide by the provisions of relevant laws, regulations and normative documents, and timely perform the obligation of information disclosure. Please invest rationally.
5、 Documents for future reference
1. Notification letter on the proposed reduction of shares in Jiamei food packaging (Chuzhou) Co., Ltd. issued by Fuxin investment, Dongchuang investment and Zhongkai investment.
It is hereby announced.
Board of directors of Jiamei food packaging (Chuzhou) Co., Ltd. January 7, 2022
