Announcement on the listing and circulation of restricted shares issued to purchase assets
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The number of restricted shares of the company this time is 6445037, accounting for 0.7111% of the total share capital of the company. 2. Since January 16, 2022 (Sunday) is a non trading day, the listing and circulation date of the restricted shares will be postponed to January 17, 2022 (Monday).
1、 Basic information on the acquisition of restricted shares this time
1. Approval and listing of restricted shares
According to the reply on approving Utour Group Co.Ltd(002707) issuing shares to Guo Hongbin and other counterparties to purchase assets (zjxk [2018] No. 1873) issued by CSRC, the company issued 33445374 shares to Guo Hongbin and other counterparties to purchase 30% equity of Zhuyuan International Travel Agency Co., Ltd. the new shares were listed on January 16, 2019.
2. Lock up period arrangement
The lock-in of the company’s shares subscribed by the counterparty with assets since the end of the share issuance is as follows:
Lock up period of shares (shares) issued by the counterparty
All new shares shall be locked within 12 months from the date of listing. When Guo Hongbin 32225179 expires 12 months, 24 months and 36 months from the date of listing of new shares, the unlocking ratio shall be 50%, 30% and 20% (when unlocking, less than one share shall be rounded down).
Lu Yong 244039
He Jingwei 244039 has a lock-in period of 12 months
Su Jie 244039
Zhang Yiman 244039
Li Shuang 244039
Total 33445374
After the listing of the above restricted shares, there was no increase in the company’s shares due to the company’s bonus shares, conversion of share capital and other reasons.
2、 Performance of commitments related to this restructuring
1. Commitment letter on share lock up period
Guo Hongbin promises: 1 The newly added shares of Utour Group Co.Ltd(002707) obtained by me through the purchase of assets through this issuance of shares shall be locked within 12 months from the date of listing of the newly added shares and unlocked in three years. At the expiration of 12 months, 24 months and 36 months from the date of listing of the newly added shares, the unlocking proportion shall be 50%, 30% and 20% (when unlocking, less than one share shall be rounded down). 2. During the share lock up period, the number of shares increased due to Utour Group Co.Ltd(002707) bonus shares, conversion of share capital and other reasons shall also abide by the above commitments. 3. If my agreement on the above share lock period is inconsistent with the latest regulatory opinions of securities regulatory authorities such as CSRC or Shenzhen Stock Exchange or the provisions or requirements of relevant government departments, I agree to adjust the share lock period accordingly according to the regulatory opinions of relevant securities regulatory authorities or the provisions or requirements of relevant government departments at that time. In case of violation of the above statements and commitments, I will bear corresponding legal liabilities.
Performance of commitments:
Strictly perform, and there is no violation of commitments. The company handled the share locking procedures for the Utour Group Co.Ltd(002707) new shares obtained by Guo Hongbin on January 11, 2019, and this part of the shares were listed on January 16, 2019. As of January 16, 2022, 36 months have expired since the listing of new shares.
Lu Yong, he Jingwei, Su Jie, Zhang Yiman and Li Shuang promise: 1 The newly added shares of Utour Group Co.Ltd(002707) obtained by me through the purchase of assets through this issuance of shares shall be locked within 12 months from the date of listing of the newly added shares and unlocked at the expiration of 12 months from the date of listing of the newly added shares. 2. During the share lock up period, the number of shares increased due to Utour Group Co.Ltd(002707) bonus shares, conversion of share capital and other reasons shall also abide by the above commitments. 3. If my agreement on the above share lock period is inconsistent with the latest regulatory opinions of securities regulatory authorities such as CSRC or Shenzhen Stock Exchange or the provisions or requirements of relevant government departments, I agree to adjust the share lock period accordingly according to the regulatory opinions of relevant securities regulatory authorities or the provisions or requirements of relevant government departments at that time. In case of violation of the above statements and commitments, I will bear corresponding legal liabilities.
Performance of commitments:
Completed. On January 11, 2019, the company handled the share locking procedures for the Utour Group Co.Ltd(002707) new shares obtained by Lu Yong, he Jingwei, Su Jie, Zhang Yiman and Li Shuang. This part of the shares were listed on January 16, 2019 and circulated on January 16, 2020.
2. Other commitments
All counterparties of this transaction have issued (1) statement and commitment letter on the authenticity, accuracy and completeness of information provided, (2) commitment letter on ensuring the independence of listed companies, (3) commitment letter on avoiding horizontal competition, (4) commitment letter on regulating connected transactions, (5) commitment letter on asset ownership (6) The statement and commitment letter on no illegal act, (7) the commitment letter on no insider trading, (8) Guo Hongbin and Zhang Yiman also issued the explanatory letter on the share reduction plan from the date of resumption of the issue of shares to purchase assets to the completion of the implementation.
Performance of commitments:
As of the issuance date of this announcement, the promisor has not violated the above commitments.
The specific contents of the above commitments are detailed in the report on Utour Group Co.Ltd(002707) Group Co., Ltd. issuing shares to purchase assets and related party transactions disclosed by the company on November 20, 2018.
3、 Application for lifting restricted shares this time
1. A total of one shareholder applied for lifting the restrictions on sales, and the number of Shares applied for lifting the restrictions on sales was 6445037, accounting for 0.7111% of the total share capital of the company.
2. Since January 16, 2022 (Sunday) is a non trading day, the listing and circulation date of the restricted shares will be postponed to January 17, 2022 (Monday).
3. Details of the lifting of restrictions on sale and listing and circulation of shares:
Is the application for lifting the pledge and freeze of restricted shares held by shareholders’ names based on high remarks
Number of shares sold (shares) sold (shares) settled (shares) managed identity locked
Guo Hongbin 32225179 6445037 0 is converted to senior management locking shares
Remarks: Guo Hongbin is a shareholder holding more than 5% of the company’s shares and is currently the vice chairman of the company. After the restriction on shares is lifted, he holds more shares
The shares will continue to comply with the requirements for the locking of the shares of directors, supervisors and senior managers, that is, after the restrictions on the shares held by Guo Hongbin are lifted, the nature of the shares will be changed from the restricted shares after the initial offering to the locked shares of senior executives.
4、 Statement of changes in shares
Before and after the change
Project changes (+, -)
Number of shares proportion of shares
1、 Tradable shares with restricted sales conditions / 169695677 18.72% non tradable shares
Restricted shares after IPO: 6445037 0.71% – 6445037 0%
Executive locking shares 163250640 18.01% + 6445037 169695677 18.72%
2、 Non tradable shares 736649731 81.28%
3、 Total share capital 906345408 100.00%
Note: as the “Zhongxin convertible bonds” issued by the company is in the stock conversion period, as of January 12, 2022, the total share capital of the company has been changed from 906345282 shares to 906345408 shares.
5、 Verification opinions of the financial advisor
After verification by the independent financial adviser, as of the date of issuance of this verification opinion, Utour Group Co.Ltd(002707) the shareholders applying for lifting the share restriction have strictly fulfilled the relevant commitments. Utour Group Co.Ltd(002707) the listing and circulation of restricted shares complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations.
The independent financial advisor has no objection to the listing and circulation of restricted shares.
6、 Documents for future reference
1. Utour Group Co.Ltd(002707) application for listing and circulation of restricted shares issued to purchase assets;
2. Utour Group Co.Ltd(002707) application form for listing and circulation of restricted shares issued to purchase assets;
3. Utour Group Co.Ltd(002707) list of share capital structure and list of restricted shares;
4. Verification opinions of Huatai United Securities Co., Ltd. on the listing and circulation of restricted shares for Utour Group Co.Ltd(002707) issuing shares to purchase assets.
It is hereby announced.
Utour Group Co.Ltd(002707) board of directors January 14, 2022
