Securities code: 300483 securities abbreviation: Sino Prima Gas Technology Co.Ltd(300483) Announcement No.: 2022-01
Bond Code: 123128 bond abbreviation: Shouhua convertible bond
Sino Prima Gas Technology Co.Ltd(300483) Technology (Shanghai) Co., Ltd
Pre disclosure announcement on share reduction plan of controlling shareholders and persons acting in concert
The controlling shareholders of the company and their persons acting in concert Wu Hailin, Wu Junliang, Wu Junmei and Wu rude 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 contents of the announcement are consistent with the information provided by the information disclosure obligor.
Special tips:
The controlling shareholders of the company and their persons acting in concert Wu Hailin, Wu Junliang, Wu Junmei and Wu rude plan to reduce their shares of the company through centralized bidding and block trading. Within 6 months after 15 trading days from the date of disclosure of this announcement, the reduction of shares through centralized bidding shall not exceed 1% of the total share capital of the company, that is, 2685317 shares; Within 6 months after 3 trading days from the date of disclosure of this announcement, the reduction of shares through block trading shall not exceed 2% of the total share capital of the company, i.e. no more than 5370634 shares.
Sino Prima Gas Technology Co.Ltd(300483) Technology (Shanghai) Co., Ltd. (hereinafter referred to as “the company”) recently received the notification letter on the share reduction plan of controlling shareholders and persons acting in concert Wu Hailin, Wu Junliang, Wu Junmei and Wu rude (hereinafter referred to as “the notification letter of share reduction plan”), The relevant information is hereby announced as follows:
1、 Basic information of shareholders
As of the date of this announcement, the shareholding of the company’s controlling shareholders and their persons acting in concert are as follows:
Name of shareholders proportion of shares held in total share capital of the company
Ganzhou Hyde investment partnership (limited partnership) 27216000 10.04%
Wu Hailin 10424700 3.88%
Wu Junliang 9477000 3.53%
Wu Junmei 1105650 0.41%
Wu rude 1332450 0 0.50%
Total 49555800 18.36%
The shareholders who intend to reduce their shares this time are Wu Hailin, Wu Junliang, Wu Junmei and Wu rude.
2、 Main contents of this reduction plan
(I) reasons for the reduction: give priority to the purchase of idle assets such as plants of Shanghai YiSen Horticultural Products Co., Ltd., a subsidiary of the listed company, in order to improve the company’s asset structure and improve the use efficiency of assets; And repayment of personal stock pledge and other capital needs;
(II) share source: the shares held by the company before the IPO (including the part of profit distribution and capital reserve converted into share capital after the IPO);
(III) specific arrangements for this reduction
1. Within 6 months after 15 trading days from the date of announcement of the reduction plan (February 9, 2022 to August 8, 2022), the total number of shares to be reduced through centralized bidding shall not exceed 1% of the total share capital of the company, i.e. no more than 2685317 shares, and the total number of shares to be reduced shall not exceed 1% of the total share capital of the company within any continuous 90 natural days, That is, not more than 2685317 shares;
2. Within 6 months after 3 trading days from the date of announcement of the reduction plan, the total number of shares to be reduced through block trading shall not exceed 2% of the total share capital of the company, i.e. no more than 5370634 shares, and the total number of shares to be reduced within any continuous 90 natural days shall not exceed 2% of the total share capital of the company, i.e. no more than 5370634 shares;
3. If during the above-mentioned reduction period, the company has additional rights and interests such as issuance, dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment and so on, the number of shares reduced will be adjusted accordingly.
(IV) reduction price: determined according to the market price;
(V) the shareholders who intend to reduce their shares of the company promise to abide by the relevant provisions of the CSRC and Shenzhen Stock Exchange, and timely notify the company when the number of shares reduced is more than half or the time of reduction is more than half within the reduction range; Notify the company in time after the implementation of the share reduction plan or the expiration of the reduction time interval.
3、 Commitments and performance of shareholders
The relevant commitments made by the shareholders who intend to reduce the company’s shares that are still valid as of the date of this announcement are as follows: 1. Within 36 months from the date of listing of the issuer’s shares, they will not transfer or entrust others to manage the shares issued before the public offering of the issuer’s shares directly or indirectly held by themselves, Nor will the issuer repurchase the shares issued before the public offering of shares held directly or indirectly by itself. If the closing price of the issuer’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the issuer’s listing, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock up period of the issuer’s shares held by the issuer will be automatically extended for 6 months. If the shares held are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex dividend matters, the above shares shall be locked or the issue price shall be adjusted accordingly. As directors and senior managers of the company, shareholders Wu Hailin and Wu Junliang promise that, except for the aforesaid lock-in period, the shares transferred each year during their tenure will not exceed 25% of the total shares of the issuer directly or indirectly held by themselves; Within six months after resignation, I will not transfer the issuer’s shares directly or indirectly held by me. 2. As the actual controller, I confirm that there are no plans and arrangements for relinquishing control over the listed company, and promise that I will not voluntarily relinquish or urge the subject under my control to relinquish the nomination right on the board of directors and the voting right at the general meeting of shareholders of the listed company within 60 months after the completion of this transaction, Nor will it assist or cause the subject under my control to assist any other party in seeking the status of controlling shareholder and actual controller of the listed company. Within 60 months after the completion of this transaction, I will maintain the actual control position of the promisor and the person acting in concert over the listed company on the premise of complying with laws, regulations and normative documents.
As of the disclosure date of the announcement, the promisor strictly abides by the commitment and has not violated the commitment.
4、 Description of other relevant matters
1. The reduction plan does not violate the company law of the people’s Republic of China, the Listing Rules of gem shares of Shenzhen Stock Exchange and other laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange.
2. The implementation of the share reduction plan will not lead to the change of the control right of the listed company, and will not have a significant impact on the corporate governance structure, equity structure and sustainable operation.
3. The shareholders to be reduced will comprehensively consider the market situation, the company’s share price and other factors to decide whether to implement the reduction plan. Therefore, there are uncertainties in the reduction time, quantity, price and whether to implement it on schedule. During the implementation of the reduction plan, the board of directors of the company will urge the above shareholders to reduce their shares in accordance with the provisions of relevant laws and regulations, and timely fulfill the relevant information disclosure obligations according to the progress of the plan.
4. After receiving the notification letter of share reduction plan from the controlling shareholder and the person acting in concert, the company will communicate with the controlling shareholder and the person acting in concert. If both parties reach a sale intention on the sale of idle assets of the company’s subsidiary Shanghai YiSen Horticultural Products Co., Ltd, The board of directors of the company will perform the examination and approval procedures for related party transactions in accordance with the Shenzhen Stock Exchange gem stock listing rules and other relevant provisions, and disclose the transaction progress in a timely manner. Please invest rationally and pay attention to investment risks.
6、 Documents for future reference
Notice on share reduction plan of controlling shareholder and persons acting in concert Wu Hailin, Wu Junliang, Wu rude and Wu Junmei
It is hereby announced.
Board of directors of Sino Prima Gas Technology Co.Ltd(300483) Technology (Shanghai) Co., Ltd. January 12, 2002
