Securities code: Synthesis Electronic Technology Co.Ltd(300479) securities abbreviation: Synthesis Electronic Technology Co.Ltd(300479) Announcement No.: 2022036 Synthesis Electronic Technology Co.Ltd(300479)
Suggestive announcement on changes in controlling shareholders’ equity
Shandong Shensi Technology Investment Co., Ltd., the controlling shareholder of the company, 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.
Synthesis Electronic Technology Co.Ltd(300479) (hereinafter referred to as “the company”) recently received the short form equity change report issued by the controlling shareholder Shandong Shensi Technology Investment Co., Ltd. (hereinafter referred to as “Shensi investment”). Before this equity change, Shensi technology investment held 54808748 shares of listed companies, accounting for 27.82% of the total share capital of the company.
After this equity change, Shensi technology investment holds 32352836 shares of listed companies, accounting for 16.42% of the total share capital of the company, and 22099964 shares of listed companies with voting rights, accounting for 11.22% of the total share capital of the company. Shensi investment is no longer the controlling shareholder of the company.
The company has received the short form equity change statement submitted by the controlling shareholder Shensi technology investment. The details are as follows: I. Basic information of this equity change
Before this equity change, Shensi investment, the information disclosure obligor, held 54808748 shares of the listed company, accounting for 27.82% of the shares of the listed company.
After this equity change, the information disclosure obligor Shensi investment agreed to transfer 22455912 shares to Jinan energy and Environmental Protection Technology Co., Ltd., accounting for 11.40% of the total shares of the listed company; Meanwhile, Shensi investment exclusively, unconditionally and irrevocably entrusts the voting rights corresponding to 10252872 shares of the listed company held by Shensi investment to energy and environmental protection, accounting for 5.20% of the total shares of the listed company.
Before and after the share transfer and voting right entrustment, the number of shares held by both parties and the voting rights of Synthesis Electronic Technology Co.Ltd(300479) are as follows:
Before and after this transaction
Proportion of shares held to voting rights of total share capital proportion of shares held to voting rights of total share capital (shares) (shares)
Shensi investment 5480874827.82% 27.82% 3235283616.42% 11.22%
Energy and environmental protection — 2245591211.40% 16.60%
Total 5480874827.82% 27.82% 5480874827.82% 27.82%
After the completion of this share transfer and voting right entrustment, energy and environmental protection will directly hold 11.40% of the shares of the listed company and obtain 5.20% of the voting rights of the listed company in the form of voting right entrustment, with a total of 16.60% of the voting rights of the listed company. The proportion of voting rights of listed companies owned by Shensi investment will become 11.22%. Energy and environmental protection will become the controlling shareholder of the company and the actual controller of energy and environmental protection. Jinan SASAC will become the actual controller of the company.
2、 Commitment and performance
1. Share lock-in and reduction commitments of directors, supervisors and senior managers holding shares of the company
As directors, supervisors and senior managers, Wang Jichun, Guan Huajian, song Yixi, Wang Wei, Zhao Aibo and Chen Dezhan, the outgoing senior managers, made a commitment that the company’s shares directly or indirectly held by me shall not exceed 25% of the company’s shares directly or indirectly held by me every year during my term of office, and I will not transfer the company’s shares directly or indirectly held by me within half a year after leaving office. If he / she declares his / her resignation within six months from the date of listing of the company’s shares, he / she shall not transfer the shares of the company directly or indirectly held by him / her within 18 months from the date of declaration of resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of IPO listing, he shall not transfer the shares of the company directly or indirectly held by him within twelve months from the date of declaration of resignation.
As directors and senior managers of the company, Wang Jichun, Guan Huajian, song Yixi and Wang Wei, who directly or indirectly hold the shares of the company, and Chen Dezhan, the outgoing senior manager, promise that if the shares they directly or indirectly hold are reduced within two years after the expiration of the lock-in period, The reduction price (in case of ex rights and ex interests due to the distribution of cash dividends, shares, conversion of share capital, issuance of new shares and other reasons, the right shall be restored in accordance with the relevant provisions of Shenzhen Stock Exchange) shall not be lower than the issuance price; Within six months after the listing of the company, if the closing price of the company’s shares for 20 consecutive trading days (in case of ex rights and ex interests due to the distribution of cash dividends, stock dividends, conversion of share capital, issuance of new shares and other reasons, the right shall be restored in accordance with the relevant provisions of Shenzhen Stock Exchange, the same below) is lower than the issuing price, or the closing price at the end of six months after the listing is lower than the issuing price, the lock-in period of holding the company’s shares shall be automatically extended for at least six months. During the performance of the above commitments, my job change, resignation and other reasons will not affect the effectiveness of this commitment. During this period, I shall continue to perform the above commitments.
2. Share locking and reduction commitments of controlling shareholders and actual controllers
Shandong Shensi Technology Investment Co., Ltd., the controlling shareholder of the company, promises that within 36 months from the date of listing of Shandong Synthesis Electronic Technology Co.Ltd(300479) shares, it will not transfer or entrust others to manage the issuer’s shares held by the company, nor will the issuer repurchase the issuer’s shares held by the company. If the shares are reduced within two years after the expiration of the aforesaid lock-in period, the reduction price (if the rights and interests are removed due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, the rights shall be restored in accordance with the relevant provisions of Shenzhen Stock Exchange) shall not be lower than the issuance price, and the shareholding proportion after the reduction shall not be lower than 30% of the total share capital of the issuer at that time. Within six months after the listing of the company, if the closing price of the company’s shares for 20 consecutive trading days (in case of ex rights and ex interests due to the distribution of cash dividends, stock dividends, conversion of share capital, issuance of new shares and other reasons, the right shall be restored in accordance with the relevant provisions of Shenzhen Stock Exchange, the same below) is lower than the issuing price, or the closing price at the end of six months after the listing is lower than the issuing price, the lock-in period of holding the company’s shares shall be automatically extended for at least six months.
Wang Jichun, the actual controller of the company, promises not to transfer or entrust others to manage the issuer’s shares indirectly held by him or buy back the issuer’s shares indirectly held by him within 36 months from the date of listing of the issuer’s shares.
During my term of office, the shares of the issuer indirectly held by me shall not exceed 25% of the total shares of the issuer indirectly held by me; I will not transfer the shares of the issuer indirectly held by me within six months after my resignation.
Guan Huajian, Zhao Aibo, Chen Dezhan, song Yixi, sun Zhenxiang, Wang Wei, Ma Rui, Li Bing and Liu Lei, the shareholders of Shandong Shensi Technology Investment Co., Ltd., promise that they will not transfer or entrust others to manage the issuer’s shares indirectly held by themselves or repurchase the issuer’s shares indirectly held by themselves within 36 months from the date of listing of the issuer’s shares.
As of the date of this announcement, Shensi technology investment and relevant personnel have strictly complied with the above commitments, and there is no violation of the above commitments, and there is no violation of the above commitments in this equity change.
3、 Other relevant instructions
1. This equity change does not violate the relevant provisions of relevant laws, regulations, rules and business rules, such as certain provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange.
2. This equity change does not violate the commitments made by Shensi investment in the company’s prospectus for initial public offering and listing on the gem and the listing announcement for initial public offering and listing on the gem.
3. This equity change will lead to changes in the controlling shareholder and actual controller of the company.
4. After this equity change, Shensi technology investment holds 32352836 shares of listed companies, accounting for 16.42% of the total share capital of the company, and 22099964 shares of listed companies with voting rights, accounting for 11.22% of the total share capital of the company. Shensi investment is no longer the controlling shareholder of the company.
5. For details of the above equity changes, please refer to the simplified equity change report disclosed on the same day.
It is hereby announced
Synthesis Electronic Technology Co.Ltd(300479) board of directors April 25, 2002
