Securities code: Cambricon Technologies Corporation Limited(688256) securities abbreviation: Cambricon Technologies Corporation Limited(688256) Announcement No.: 2022025 Cambricon Technologies Corporation Limited(688256)
Announcement of shareholders’ share reduction plan
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Basic information of shareholders’ shareholding
Before the implementation of the reduction plan, the shareholder of Cambricon Technologies Corporation Limited(688256) (hereinafter referred to as “the company”, “the company” or ” Cambricon Technologies Corporation Limited(688256) “) Nanjing Zhaoyin Telecom New Trend Lingxiao growth equity investment fund partnership (limited partnership) (hereinafter referred to as “Nanjing Zhaoyin”) held 10768555 shares of the company, accounting for 2.69% of the total share capital of the company; Hubei Changjiang Zhaoyin growth equity investment partnership (limited partnership) (hereinafter referred to as “Hubei Zhaoyin”) holds 5366613 shares of the company, accounting for 1.34% of the total share capital of the company.
The above shares are the shares obtained before the company’s initial public offering and have been listed and circulated since July 20, 2021.
Main contents of the reduction plan
Due to its own capital needs, Nanjing CMB plans to reduce its Cambricon Technologies Corporation Limited(688256) shares by means of centralized bidding and block trading, not more than 8016292 shares and not more than 2.00% of Cambricon Technologies Corporation Limited(688256) total shares. Within 3 months after the date of disclosure of this announcement, it will reduce its Cambricon Technologies Corporation Limited(688256) shares by means of centralized bidding, not more than 4008146 shares, and the total number of shares reduced in any continuous 90 days will not exceed 1% of the total number of shares of the company; The reduction of Cambricon Technologies Corporation Limited(688256) shares through block trading shall not exceed 4008146 shares, and the total number of shares reduced within any continuous 90 days shall not exceed 2% of the total number of shares of the company. The reduction price refers to the market price.
Due to its own capital demand, Hubei Zhaoyin plans to reduce Cambricon Technologies Corporation Limited(688256) shares by means of centralized bidding and block trading, with a total reduction of no more than 4008146 shares and no more than 1.00% of Cambricon Technologies Corporation Limited(688256) total shares. Within 3 months from the date of disclosure of this announcement, the total reduction of Cambricon Technologies Corporation Limited(688256) shares by means of centralized bidding shall not exceed 4008146 shares, and the total reduction of shares in any continuous 90 days shall not exceed 1% of the total shares of the company; Through bulk delivery
The reduction of Cambricon Technologies Corporation Limited(688256) shares by means of exchange shall not exceed 4008146 shares, and the total number of shares reduced within any continuous 90 days
Not more than 2% of the total shares of the company. The reduction price refers to the market price.
On April 20, 2022, the company received the “about shares” issued by the company’s shareholders Nanjing Zhaoyin and Hubei Zhaoyin
Notification letter of share reduction plan. The relevant reduction plans are hereby announced as follows:
1、 Basic information of the reducing entity
Shareholder name shareholder identity shareholding quantity shareholding proportion current shareholding shares
(share) source
Nanjing Zhaoyin Telecom’s new trend Lingxiao growth achieved before IPO:
Equity investment fund partnership (limited) with less than 5% shareholders 10768555 and 2.69% 10768555 shares
Partnership)
Hubei Changjiang CMB’s growth equity investment amounted to 1.34% of 5366613 shareholders with less than 5% obtained before IPO:
Partnership (limited partnership) 5366613 shares
The controlling shareholder of the general partner and executive partner of the above reduction subject is CMB international capital
Management (Shenzhen) Co., Ltd.
Share reduction of the above-mentioned reduction entities in the past 12 months
Reduction quantity reduction price area early reduction
Shareholder’s name (share) reduction proportion and plan disclosure during the reduction period
(yuan / share) date
New trend of Nanjing Zhaoyin Telecom
Lingxiao growth equity investment base 22337090.56% 2021 / 11 / 11 ~ 56.98-104.92 September 2021
Gold partnership (limited partnership) April 18, 2022
(partner)
Hubei Changjiang Zhaoyin growth stock from November 11, 2021 to September, 2021
Right to invest in partnership (11345190.28%) 2022 / 4 / 15 56.97-105.10.18
Limited partnership)
2、 Main contents of share reduction plan
Shareholder name plan reduction plan reduction competitive trading reduction reasonable proposed reduction of shareholding proposed reduction stated quantity proportion reduction method price range during reduction source reason (share)
Nanjing bidding no more than no more than bidding transaction minus the first public on April 27, 2022
Bank Telecom: Over: hold, no more than: ~ take the new trend of its own capital 801629 2.00% 4008146 shares before issuing at the market price, and Lingxiao into 2 shares on 2022 / 7 / 26 gedejin
Decrease in long-term equity block transactions
Investment base holding, no more than:
Gold partnership 4008146 shares
Enterprise (limited partnership)
Hubei long-term auction trading minus
Jiang Zhaoyin holds no more than:
Growth shares no more than 4008146 shares initial public offering on April 27, 2022
Over investment in equity: Over: block trading reduced to 400814 1.00% of its own partnership before issuing at the market price, no more than: 2022 / 7 / 26 gedejin demand industry (6 shares, 4008146 shares)
Limited partnership)
(I) whether the relevant shareholders have other arrangements □ yes √ no
(II) shareholders’ previous opinions on shareholding ratio, shareholding quantity, shareholding period, reduction method, reduction quantity and reduction
Price, etc. √ yes □ no
The company’s shareholders Nanjing Zhaoyin and Hubei Zhaoyin promise:
(1) After the listing of the company’s shares and the expiration of the lock up period of the pre IPO shares held by the company / the company, the
If the enterprise / the company intends to reduce its shares before the initial public offering, it will strictly abide by the relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange
Relevant provisions on the reduction of shareholders’ shares before the initial public offering.
(2) The enterprise / company will not transfer or entrust others within 12 months from the date of listing of the company’s shares
Manage the pre IPO shares, and the company will not repurchase the pre IPO shares.
(3) After the lock-in period of the shares held by the enterprise / the company before the initial public offering expires, it will seriously abide by the company law
The relevant provisions of the securities law, the China Securities Regulatory Commission and the Shanghai Stock Exchange on the reduction of shareholders’ holdings, in combination with the company
In order to stabilize the stock price, carry out business and capital operation, we should carefully formulate the stock reduction plan and make it in the stock lock-in period
Gradually reduce holdings after the expiration of the period.
(4) Upon expiration of the initial / proposed shares held by the company
The pre issuance shares will be issued in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange on the reduction of shareholders’ holdings
Inform the company in writing of the intention to reduce its holdings and the number of shares to be reduced, and the company shall make a timely announcement. This enterprise/
If the company intends to reduce its holdings through centralized bidding trading, it will report to Shanghai 15 trading days before the first sale
The stock exchange shall record and announce the reduction plan; Within two years after the expiration of the lock-in period (including the extended lock-in period), the enterprise / company will notify the company four trading days before the reduction, and the company will announce it three trading days before the reduction.
When the enterprise / company reduces the shares before the initial public offering, 1) when the centralized bidding trading method is adopted, ① if the enterprise / company meets the recognition conditions of the China Securities Regulatory Commission and Shanghai Stock Exchange on venture capital funds, the following proportion restrictions will apply to the reduction of shares by the enterprise / company: A. as of the date of the company’s initial public offering and listing, if the investment period is less than 36 months, The total number of shares reduced in any continuous 90 days shall not exceed 1.00% of the total number of shares of the company; B. As of the date of the company’s initial public offering, if the investment period is more than 36 months but less than 48 months, the total number of shares reduced within any continuous 60 days shall not exceed 1.00% of the total number of shares of the company; C. As of the date of the company’s initial public offering, if the investment period is more than 48 months but less than 60 months, the total number of shares reduced within any continuous 30 days shall not exceed 1.00% of the total number of shares of the company; D. As of the date of the company’s initial public offering and listing, if the investment period is more than 60 months, the total number of shares reduced is no longer subject to the proportion limit. (the above-mentioned investment period shall be calculated from the date when the total amount of venture capital fund investment company reaches 3 million yuan or 50.00% of the total investment of the investment company.) ② If the enterprise / company does not meet the recognition conditions of China Securities Regulatory Commission and Shanghai Stock Exchange on venture capital fund, the enterprise / company will implement the following reduction methods: within any continuous 90 days, the total number of shares reduced shall not exceed 1.00% of the total number of shares of the company.
2) When block trading is adopted, the enterprise / company will apply the following reduction conditions: ① if the enterprise / company meets the recognition conditions of China Securities Regulatory Commission and Shanghai Stock Exchange on venture capital fund, the following proportion restrictions will apply to the reduction of shares by the enterprise / company: A. as of the date of the company’s initial public offering and listing, if the investment period is less than 36 months, the enterprise / company will reduce its shares in any continuous 90 days, The total number of shares reduced shall not exceed 2.00% of the total number of shares of the company; B. As of the date of initial public offering and listing of the company, if the investment period is more than 36 months but less than 48 months, the total number of shares reduced by the enterprise / company within any continuous 60 days shall not exceed 2.00% of the total number of shares of the company; C. As of the date of initial public offering and listing of the company, if the investment period is more than 48 months but less than 60 months, the total number of shares reduced by the enterprise / company in any continuous 30 days shall not exceed 2.00% of the total number of shares of the company; D. As of the date of the company’s initial public offering and listing, if the investment period is more than 60 months, the total number of shares reduced is no longer subject to the proportion limit. (the above-mentioned investment period shall be calculated from the date when the accumulated amount of the enterprise / company’s investment company reaches 3 million yuan or the accumulated amount of investment reaches 50.00% of the total investment of the investment company.) ② If the enterprise / company does not meet the recognition conditions of China Securities Regulatory Commission and Shanghai Stock Exchange on venture capital fund, the enterprise / company will implement the following reduction methods: within any continuous 90 days, the total number of shares reduced shall not exceed 2.00% of the total number of shares of the company.
3) If the shares are reduced through agreement transfer, the transfer proportion of a single transferee shall not be less than 5.00% of the total shares of the company. If the shares are reduced through agreement transfer and the enterprise / company no longer has the status of major shareholder of listed company, the enterprise / company will continue to comply with the provisions of item 1) above and perform relevant information disclosure obligations within six months after the reduction. When the above items 1) ② and 2) ② are applicable, the enterprise / company and the person acting in concert (if any) shall calculate the reduction of shares together.
(5) If the enterprise / company violates this letter of commitment, the income obtained by violating the commitment shall belong to the company; If the enterprise / company fails to hand over the illegal reduction income to the company, the cash dividends that the enterprise / company should enjoy in the company’s profit distribution plan for the current year and subsequent years will not be distributed until the enterprise / company fully fulfills this commitment letter.
(6) The enterprise / the company will comply with laws, regulations and other relevant provisions on the transfer of pre IPO shares held by shareholders holding more than 5.00% of the company, such as the CSRC, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the business rules of Shanghai Stock Exchange; In case of any inconsistency between the new laws and regulations and the provisions of the normative documents of the CSRC and Shanghai Stock Exchange and the contents of this commitment, the new laws and regulations, the provisions of the normative documents of the CSRC and Shanghai Stock Exchange shall prevail.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
(III) whether it is a non-profit company at the time of listing, and its controlling shareholders, actual controllers, directors, supervisors and senior managers plan to reduce their pre IPO shares □ yes √ no
(IV) other matters required by Shanghai Stock Exchange: No. 3. The controlling shareholder or actual controller reduces the shares before the initial public offering
Whether the controlling shareholder or actual controller intends to reduce the shares before the initial public offering
