Securities code: Kaiyuan Education Technology Group Co.Ltd(300338) securities abbreviation: St Kaiyuan Announcement No.: 2022032 Kaiyuan Education Technology Group Co.Ltd(300338)
Pre disclosure announcement on the reduction of shares held by controlling shareholders and actual controllers
Mr. Jiang Yong, the controlling shareholder and actual controller, 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:
Mr. Jiang Yong, the controlling shareholder and actual controller of the company, directly holds 3 Shenyu Communication Technology Inc(300563) 7 shares of the company, accounting for 9.72% of the current total share capital of 339619692 shares. He plans to reduce his direct holding of no more than 8251409 shares of the company through centralized bidding and block trading from May 19, 2022 to September 9, 2022, that is, no more than 2.43% of the current total share capital.
The company has recently received the notification letter of share reduction plan issued by Mr. Jiang Yong, the controlling shareholder and actual controller. Now the relevant information is announced as follows:
1、 Shareholding of controlling shareholders, actual controllers and persons acting in concert
Shareholder name shareholder nature shareholding quantity in the company’s total non tradable conditions proportion in the company’s total (share) share capital proportion in the company’s total (share) share capital
Jiang Yong actual controller, 3 Shenyu Communication Technology Inc(300563) 79.72% 82514092.43% controlling shareholder
Zhao Jun acted in concert 175346005.16% 43836501.29%
Xinyu zhongdarui
Ze investment partnership acting in concert 72775012.14% 72775012.14% enterprise (limited liability company)
Partnership)
Jiang Sheng acted in concert 43392641.28% 10848160.32%
Total 6215700218.30% 209973766.18%
2、 Main contents of this reduction plan
1. Reason for reduction: personal capital demand.
2. Source of shares: shares acquired through non-public offering by means of agreed transfer of shares, issuance of shares and purchase of assets.
3. Reduction method: centralized bidding or block trading.
4. Reduction price: determined according to the market price at the time of reduction.
5. Number of shares to be reduced: it is proposed to reduce not more than 8251409 shares in total through centralized bidding and block trading, that is, not more than 2.43% of the company’s current total share capital of 339619692 shares. Among them, if the shares are reduced through centralized bidding, the total number of shares reduced shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days. If the shares are reduced through block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the company within any continuous 90 natural days. At that time, the quota of centralized bidding and block trading will be allocated according to the specific situation.
6. Proposed reduction period: if it is reduced through block trading, it shall be carried out within 3 months from the date of announcement of this reduction plan (i.e. May 19, 2022 to August 18, 2022); In case of reduction through centralized bidding trading, it shall be carried out within 3 months after 15 trading days from the date of announcement of the reduction plan (June 10, 2022 to September 9, 2022).
3、 Description of shareholders’ commitment and performance of share restriction
1. Mr. Jiang Yong, the controlling shareholder and actual controller, made the following commitments in the report on Changsha Kaiyuan Instrument Co., Ltd. issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions:
“1. The shares issued by the listed company to the commitment party shall not be transferred within 36 months from the end of the issuance of the shares subscribed by the commitment party. After the expiration of the lock-in period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. 2. If the commitment party is suspected of false records, misleading statements or major omissions in the information provided or disclosed, and is filed for investigation by the judicial organ or the CSRC, it shall be investigated in the case Before the conclusion is clear, the commitment party will not transfer the shares with interests in the listed company. 3. After the completion of this transaction, the commitment party shall also abide by the above agreement for the increased shares of the listed company due to the company’s implementation of ex rights matters such as share allotment, bonus shares and conversion of capital reserve into share capital. “
2. Mr. Jiang Yong, the controlling shareholder and actual controller, made the following commitments in the suggestive announcement of Changsha Kaiyuan Instrument Co., Ltd. on the reduction of shares held by the controlling shareholder and actual controller (announcement Code: 2017048):
“In view of Jiang Yong’s confidence and prospects for the future development of Kaiyuan shares and Hengqi education, Jiang Yong voluntarily self registers the shares of Kaiyuan shares obtained in this transaction in Jiang Yong’s name (Note: if Jiang Yong and his brother Jiang Sheng are transferred through private placement fund, it means that the shares are self registered in the stock account of the private placement fund) On the expiration of 12 months from the date of the transaction, the shares of Kaiyuan shares obtained in this transaction can be unlocked. If Jiang Yong increases his shares in Kaiyuan shares due to ex rights matters such as allotment of shares, bonus shares and conversion of capital reserve into share capital, the increased shares shall also comply with the above agreement. During or after the above sales restriction period, Jiang Yong also needs to implement the sales restriction commitments that need to be further fulfilled as a director, supervisor and senior manager in accordance with the company law of the people’s Republic of China, the relevant laws and regulations of the CSRC and the Shenzhen Stock Exchange. “
As of the disclosure date of this announcement, Mr. Jiang Yong has not violated the above commitments, and the proposed reduction is consistent with the previously disclosed commitments.
4、 Relevant risk tips
1. There is uncertainty in the implementation of the share reduction plan. Mr. Jiang Yong will decide whether to implement the share reduction plan according to the market conditions and the company’s share price.
2. The implementation of this share reduction plan will not lead to the change of the company’s control, nor will it have a significant impact on the company’s governance structure and sustainable operation.
3. The reduction plan complies with the provisions of relevant laws, regulations and normative documents such as the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of companies listed on Shenzhen Stock Exchange, and performs the obligation of information disclosure as required.
5、 Documents for future reference
1. Notification letter of share reduction plan issued by Mr. Jiang Yong
It is hereby announced.
Kaiyuan Education Technology Group Co.Ltd(300338) board of directors may 19, 2022
