Securities code: 300757 securities abbreviation: Robotechnik Intelligent Technology Co.Ltd(300757) Announcement No.: 2022-003 Robotechnik Intelligent Technology Co.Ltd(300757)
Pre disclosure announcement on the share reduction plan of shareholders holding more than 5%
Mr. Xia Chengzhou, a shareholder holding more than 5%, 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. Special tips:
During the reduction period, Mr. Xia Chengzhou plans to reduce the company's shares by no more than 2184000 shares, accounting for 1.980% of the company's total share capital. Among them, the total number of shares traded through centralized bidding within any 90 natural days after 15 trading days from the date of pre disclosure announcement of the reduction plan shall not exceed 1102794 (i.e. 1% of the total share capital of the company). Robotechnik Intelligent Technology Co.Ltd(300757) (hereinafter referred to as "the company") recently received the notification letter on the share reduction plan issued by Mr. Xia Chengzhou, a shareholder holding more than 5%, and hereby announced the relevant information as follows:
1、 Basic information of shareholders
Name of shareholder number of shares (shares) proportion in total share capital source of shares
Xia Chengzhou 8736000 7.922% shares issued before the company's initial public offering
2、 Main contents of this reduction plan
1. Reasons for reduction: shareholders' personal capital needs.
2. Source of shares: shares issued before the company's initial public offering.
3. Reduction method: block trading or centralized bidding.
4. Reduction period: in case of reduction through block trading, the reduction period shall be within 6 months after 3 trading days from the date of announcement of the reduction plan; If the holdings are reduced through centralized bidding trading, the reduction period shall be within six months after 15 trading days from the date of announcement of the reduction plan.
5. Number and proportion of shares to be reduced: Mr. Xia Chengzhou intends to reduce no more than 2184000 shares of the company, accounting for 1.980% of the total share capital of the company. Among them, the total number of shares traded through centralized bidding within any 90 natural days after 15 trading days from the date of pre disclosure announcement of the reduction plan shall not exceed 1102794 (i.e. 1% of the total share capital of the company).
6. Proposed reduction price: determined according to the market price when the reduction is implemented, which is not lower than the issuance price.
3、 Commitments and performance of shareholders
1. Commitment
(1) Commitment on restricted sale arrangement and voluntary locking of shares held
Xia Chengzhou, the shareholder of the company, made the following commitments in the company's prospectus on initial public offering and listing on GEM and the announcement on initial public offering and listing on gem:
① Within 36 months from the date of listing of the issued shares, the company will not transfer or entrust others to manage the shares directly and / or indirectly held by the promisor that have been issued before the company's public offering of shares, nor will the company repurchase such shares.
② If the shares of the company directly and / or indirectly held by the promisor are reduced within two years after the expiration of the above commitment period, the reduction price shall not be lower than the issue price; If the closing price of the company's shares for 20 consecutive trading days is lower than the offering price within 6 months after the company's listing on the stock exchange, or the closing price at the end of 6 months after listing is lower than the offering price, the lock up period of the shares issued before the company's public offering of shares held by the promisor will be automatically extended for 6 months. If there are ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the stock period of the company, the price will be adjusted accordingly. This commitment shall not be waived due to the change of position, resignation and other reasons of the promisor.
③ After the expiration of the share locking period of the above commitment, during the period when the promisor holds the office of director, supervisor and senior manager of the company, the annual transfer of shares of the company shall not exceed 25% of the total shares of the company directly and / or indirectly held by the promisor; The company's shares held by the promisor shall not be transferred within half a year after leaving office. If the promisor declares his resignation within six months from the date of listing of the company's initial public offering, he shall not transfer the company's shares directly and / or indirectly held by the promisor within 18 months from the date of declaration of resignation; If the company applies for resignation between the seventh month and the twelfth month from the date of listing of the company's initial public offering, the company's shares directly and / or indirectly held by the promisor shall not be transferred within twelve months from the date of reporting resignation; If the company applies for resignation after 12 months from the date of listing of the company's initial public offering, the company's shares directly and / or indirectly held by the promisor shall not be transferred within 6 months from the date of reporting resignation.
④ In case of any change in the company's shares held directly and / or indirectly by the promisor due to the company's equity distribution, the above provisions shall still be observed.
The promisor will abide by the above share locking commitment. If the promisor violates the above commitment, the value-added income from the transfer of shares directly and / or indirectly held by the promisor before the public offering of shares of the company will belong to the company.
(2) Commitments on shareholding intention and reduction intention
Xia Chengzhou, the shareholder of the company, made the following commitments in the company's prospectus on initial public offering and listing on GEM and the announcement on initial public offering and listing on gem:
① The promisor intends to hold the company's shares for a long time, and will not reduce the shares directly and / or indirectly held by the promisor before the public offering of the company's shares within 36 months from the date when the company's shares are listed on the stock exchange;
② If the promisor intends to reduce his shares after the expiration of the lock-in period, he will carefully abide by the relevant provisions of the CSRC and Shenzhen Stock Exchange on shareholder reduction, carefully formulate a stock reduction plan in combination with the needs of the company's stable stock price, operation and capital operation, and gradually reduce his shares after the expiration of the lock-in period;
③ The reduction of the company's shares held by the promisor 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 If the shares issued before the public offering of the company directly and / or indirectly held by the promisor are reduced within 2 years after the expiration of the lock-in period, the number of shares of the company reduced each year shall not exceed 25% of the number of shares of the company directly and / or indirectly held by the promisor at the end of the previous year, Moreover, the reduction price shall not be lower than the issuance price of the company's shares at the time of this issuance and listing (if the company has ex rights and ex interests matters such as dividends, dividends, share distribution, conversion of capital reserve to share capital, it shall be the issuance price for comparison after ex rights and ex interests adjustment according to the corresponding proportion);
⑤ Before reducing the shares of the company, the promisor shall make an announcement three trading days before the reduction, and perform the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange. In accordance with relevant laws, administrative regulations and the information disclosure rules and systems of listed companies issued by the competent securities regulatory authority and the stock exchange, except that the promisor does not need to undertake the obligation of disclosure.
The promisor will abide by the above commitment of shareholding intention and reduction intention. If the promisor violates the above commitment, the value-added income obtained from the transfer of shares directly and / or indirectly held by the promisor before the company's public offering of shares will belong to the company.
2. Performance of commitments
As of the disclosure date of this announcement, the above shareholders have earnestly fulfilled their commitments. The proposed reduction is consistent with their previously disclosed intentions and commitments, and there is no violation of commitments.
4、 Other instructions
1. Mr. Xia Chengzhou will decide whether to implement the share reduction plan according to the market environment, the company's share price and other factors. There is uncertainty in the implementation of the share reduction plan, and the company will disclose the implementation progress of the share reduction plan in accordance with relevant regulations.
2. Mr. Xia Chengzhou is not the controlling shareholder and actual controller. The share reduction plan is the normal reduction of shareholders, will not affect the company's governance structure and sustainable operation, and will not lead to changes in the company's control.
3. The share reduction plan complies with the securities law, the measures for the administration of the acquisition of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange Several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and business rules. The company will urge the above shareholders to continue to comply with the provisions of relevant laws, regulations and business rules and fulfill their information disclosure obligations. Please pay attention to the risks.
5、 Documents for future reference
1. Notification letter on share reduction plan issued by Xia Chengzhou.
It is hereby announced.
Robotechnik Intelligent Technology Co.Ltd(300757) board of directors January 13, 2022
