Securities code: 603040 securities abbreviation: Hangzhou Xzb Tech Co.Ltd(603040) Announcement No.: 2022-001 Hangzhou Xzb Tech Co.Ltd(603040) announcement of share reduction plan of major shareholders and directors, supervisors and senior executives
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 bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Basic information of major shareholders and directors, supervisors and senior executives:
Before the implementation of the reduction plan, Hangzhou Xzb Tech Co.Ltd(603040) (hereinafter referred to as ” Hangzhou Xzb Tech Co.Ltd(603040) ” or “the company”), the largest shareholder of more than 5%, Ms. Hu Xin, director and deputy general manager, Mr. Ren Haijun, supervisor Xu Xuequan, supervisor Wang Jianjun and Ms. Zheng Xiaoling, deputy general manager and Secretary of the board of directors, directly held 4603128 shares of the company, accounting for 3.4354% of the total share capital of the company.
Main contents of the reduction plan:
Due to their own capital needs, the above-mentioned reduction entities plan to reduce their holdings of no more than 1150780 shares in the form of centralized bidding transaction or block transaction (the reduction through centralized bidding shall be carried out within 6 months after 15 trading days from the date of disclosure of this announcement, and the reduction through block transaction shall be carried out after 3 trading days from the date of disclosure of this announcement), and the reduction proportion shall not exceed 0.8589% of the total share capital. In addition, each reduction subject guarantees that within any continuous 90 natural days, the reduction of shares through block trading shall not exceed 2% of the total share capital of the company, and the reduction of shares through centralized bidding trading shall not exceed 1% of the total share capital of the company. The reduction price shall be determined according to the market price. The reduction price shall be determined according to the market price.
The shares transferred by Ms. Hu Xin, Mr. Xu Xuequan and Mr. Wang Jianjun from Shanghai Xinlei management consulting partnership (limited partnership) (renamed from the original “Hangzhou Youyuan Investment Management Co., Ltd., hereinafter referred to as” Shanghai Xinlei “) will be calculated together with all partners of Shanghai Xinlei. When the shareholding ratio exceeds 5%, within any continuous 90 natural days, The total number of shares reduced through centralized bidding trading shall not exceed 1% of the total share capital of the company; When the shareholding ratio is less than 5%, if the shareholding is reduced through centralized bidding within 90 natural days from the date when the shareholding ratio is less than 5%, the total number of shares reduced shall not exceed 90 in any continuous 90 natural days
1% of the total share capital of the company.
1、 Basic information of centralized bidding reduction entities
Shareholder name shareholder identity shareholding number (shares) shareholding proportion current shareholding source
More than 5% of the largest shareholder and directors
Hu Xin, supervisor and senior manager 21235344 15.8486% obtained before IPO: 21235344 shareholders
Director, supervisor and senior management of the Navy obtained by other means: 25155 shares, 25155 0.0188%
Zheng Xiaoling obtained 281240 shares by directors, supervisors and senior management in other ways: 281240 0.2099%
Xu Xuequan, director, supervisor and senior management, obtained 241843 shares before IPO
Personnel 241843 0.1805%
Wang Jianjun obtained 120921 shares before the IPO of directors, supervisors and senior management
Personnel 120921 0.0902%
Note: Ms. Hu Xin holds 3933969 shares of the company directly and indirectly through Hangzhou zuofeng Investment Management Co., Ltd
There are 17301375 shares of the company, with a total of 21235344 shares.
The above reduction subjects have no concerted action.
Share reduction of major shareholders and their persons acting in concert and directors, supervisors and senior executives in the past 12 months
Mr. Ren Haijun has not reduced his shares in the company in the past 12 months. Ms. Hu Xin, Mr. Xu Xuequan, Wang
Mr. Jianjun once indirectly held shares of the company through Shanghai Xinlei, which was approved by Shanghai Xinlei on January 18, 2021
Block trading reduced 1900000 shares in total, accounting for 1.8392% of the total shares of the company at that time. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN) on January 19, 2021 Results of Hangzhou Xzb Tech Co.Ltd(603040) on share reduction of shareholders holding more than 5% and directors, supervisors and senior managers disclosed in Shanghai Securities News
Announcement (Announcement No.: 2021-002). The share reduction of Ms. Zheng Xiaoling is as follows:
Reduction price area pre reduction plan shareholder name reduction quantity (shares) reduction proportion reduction period
(yuan / share) disclosure date
Zheng Xiaoling 2021 / 8 / 30 ～
20,100 0.0150% 23.51-23.98 2021/4/6 2021/8/31
2、 Main contents of centralized bidding reduction plan
Shareholder name planned reduction number planned reduction proportion reduction method bidding transaction reduction period reasonable proposed reduction of shareholding proposed reduction
Source of volume (share) price range
Reduction of competitive trading, not exceeding
Hu Xin no more than: no more than: 0.7340% more than: 983492 shares 2022 / 2 / 7 ~ 2022 / 8 / 6 according to the market price for personal reasons before IPO
983492 block trading holdings, not exceeding
Over: 983492 shares
Ren Haijun no more than: 6288 no more than: 0.0047% reduction of competitive trading, no more than 2022 / 2 / 7 ~ 2022 / 8 / 6, according to the market price or other personal reasons
Share number: 6288
Zheng Xiaoling: no more than: no more than: 0.0525% reduction of competitive trading, no more than 2022 / 2 / 7 ~ 2022 / 8 / 6, according to the market price or other personal reasons
70310 shares: 70310 shares
Xu Xuequan does not exceed: no more than: 0.0451% reduction in competitive trading, no more than 2022 / 2 / 7 ~ 2022 / 8 / 6, for personal reasons before IPO according to the market price
60460 shares: 60460 shares
Wang Jianjun: no more than: no more than: 0.0226% reduction in competitive trading, no more than 2022 / 2 / 7 ~ 2022 / 8 / 6, for personal reasons before IPO according to the market price
30230 shares: 30230 shares
Note 1: if Ms. Hu Xin reduces her shares in the company by block trading, it shall be carried out three trading days from the date of disclosure of this announcement.
The shares transferred from Shanghai Xinlei will be calculated together with all the original partners of Shanghai Xinlei. Within any continuous 90 days, the total number of shares reduced through block trading shall not exceed 2% of the total number of shares of the company. Note 2: if the company has stock changes such as share distribution and capital reserve converted into share capital during the reduction plan, the above reduction number will be adjusted accordingly.
（1） Whether the relevant shareholders have other arrangements □ yes √ no
（2） Whether the major shareholders and the directors, supervisors and senior management have made commitments on the shareholding ratio, shareholding quantity, shareholding period, reduction method, reduction quantity, reduction price, etc. √ yes □ no
I Ms. Hu Xin, Mr. Xu Xuequan and Mr. Wang Jianjun made the following commitments during the initial public offering and listing of the company:
During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held directly or indirectly; Within six months after leaving office, he shall not transfer the shares of the company directly or indirectly held by him; Within 12 months after the declaration of leaving office for six months, the number of shares of the company sold through listing and trading in the stock exchange shall not exceed 50% of the total number of Hangzhou Xzb Tech Co.Ltd(603040) shares held.
2、 After the cancellation of Shanghai Xinlei, Ms. Hu Xin, Mr. Xu Xuequan and Mr. Wang Jianjun will change their indirect shareholding in Shanghai Xinlei into directly holding Hangzhou Xzb Tech Co.Ltd(603040) corresponding shares through non transaction transfer. Due to the relevant commitments, the subsequent reduction of the shares shall follow the following principles:
（1） Relevant commitments made by Shanghai Xinlei and its predecessor Hangzhou Youyuan Investment Management Co., Ltd. during the initial public offering and listing of Hangzhou Xzb Tech Co.Ltd(603040) .
1. Share lock up commitment:
If the company’s shares are reduced within 2 years after the expiration of the lock-in period (February 10, 2020 to February 9, 2022), the reduction price shall not be lower than the issuance price (after ex rights and ex interests), and this commitment shall not be terminated due to job change or resignation. (the reduction price and share lock-in commitment shall not be terminated due to no longer being the controlling shareholder of the company, job change or resignation. The issue price refers to the issue price of the company’s initial public offering of shares. If the company carries out ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons after listing, it shall be treated as ex rights and ex interests in accordance with the relevant provisions of the stock exchange 。）
2. Shareholding intention and reduction intention of shareholders holding more than 5% of shares before the issuance of the company:
(1) Intends to hold the company’s shares for a long time;
(2) If the company intends to reduce its shares after the expiration of the lock-in period, it will carefully abide by the relevant provisions of the CSRC and the exchange on shareholder reduction, carefully formulate the stock reduction plan in combination with the needs of the company to stabilize the stock price, carry out operation and capital operation, and gradually reduce its shares after the expiration of the lock-in period;
(3) The reduction of the company’s shares shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, etc;
(4) Before reducing the company’s shares, it shall make an announcement three trading days in advance, and perform the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange; Unless I hold less than 5% of the company’s shares; (5) If it plans to reduce its shares within two years after the expiration of the lock up period (February 10, 2020 to February 9, 2022), The reduction price shall not be lower than the issue price (after ex rights and ex interests) (refers to the issue price of the issuer’s initial public offering of shares. If the ex rights and ex interests are carried out due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons after the company’s listing, the ex rights and ex interests shall be handled in accordance with the relevant provisions of the stock exchange). Within two years after the expiration of the lock up period, the total number of shares held by the company shall not exceed 5% of the total share capital of the company. In case of any change in the company’s shares held by the company 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;
(6) If I fail to fulfill the above reduction intention, I will publicly explain the specific reasons for my failure to fulfill the commitment at the general meeting of shareholders and the disclosure media designated by the CSRC, and apologize to the company’s shareholders and public investors;
(7) If I fail to fulfill the above reduction intention, my shares in the company shall not be reduced within 6 months from the date when I fail to fulfill the above reduction intention.
（2） Since the date when Shanghai Xinlei transferred the corresponding Hangzhou Xzb Tech Co.Ltd(603040) shares held by him to my name, I promise to strictly abide by the company law, the securities law, several provisions on the reduction of shares held by shareholders and directors of listed companies (CSRC announcement [2017] No. 9) Relevant provisions on share trading in laws, regulations, departmental rules and normative documents such as the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange.
The shares transferred by all partners from Shanghai Xinlei will be consolidated. Relevant provisions and commitments:
(1) The shares of all partners from Shanghai Xinlei will be calculated together. If the shareholding ratio exceeds 5%, the shares reduced by means of centralized bidding transaction will be reduced for 90 consecutive days at any time
