Securities code: 002925 securities abbreviation: Xiamen Intretech Inc(002925) Announcement No.: 2022-015
Pre disclosure announcement on the share reduction plan of shareholders holding more than 5%
Changzhou quhui venture capital partnership (limited partnership), 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.
43308838 shares of Xiamen Intretech Inc(002925) (hereinafter referred to as "the company") (accounting for
Changzhou quhui venture capital partnership (limited partnership) (hereinafter referred to as "quhui investment", formerly known as Jian\'ou Huichun investment partnership (limited partnership)), a shareholder with a total share capital ratio of 5.5361%, is planned to be established in 2022
During the period from February 14, 2014 to August 13, 2022, the company's shares were reduced through centralized bidding transactions
No more than 13 million shares, i.e. no more than 1.6618% of the total share capital of the company. The shares to be reduced by quhui investment are mainly some shares of the company indirectly held by Chairman Mr. Lin Songhua through quhui investment. The reduction plan will be carried out through the centralized competitive trading of the stock exchange, which will be carried out 15 trading days after the announcement of the reduction plan, and the total number of shares reduced through the centralized competitive trading of the stock exchange within any continuous 90 natural days shall not exceed 1% of the total number of shares of the company.
On January 14, 2022, the company received the agreement on investment management signed by Qu Hui investment, a shareholder holding more than 5% of the company's shares
The relevant information is hereby announced as follows:
1、 Basic information of reducing shareholders
As of the disclosure date of this announcement, the specific shareholding of quhui investment is as follows:
Number of shares held shares in total shares of the Company Limited sales conditions unlimited sales conditions
Shareholder name (share) number of shares derived from the number of shares in this proportion
(shares) (shares)
Quhui investment 43308838 shares before IPO 5.5361% 0 43308838
Note: ① the above sources of shares include those arising from the company's implementation of the 2020 profit distribution and capital reserve conversion to share capital scheme
Changes in shares. ② Chairman Lin Songhua indirectly holds 43300338 shares of the company through quhui investment. The shares to be reduced by quhui investment are mainly some shares of the company indirectly held by Chairman Lin Songhua through quhui investment.
2、 Main contents of this reduction plan
1. Reasons for reduction: mainly contributing to scientific research project funds and scholarships of Tianjin University.
2. Share source: shares of the company issued before the company's initial public offering (including share changes due to the company's implementation of the 2020 profit distribution and capital reserve conversion to share capital plan).
3. Reduction method: centralized bidding transaction method.
4. Number and proportion of shares to be reduced: on the premise of complying with relevant laws and regulations, the total number of shares to be reduced this time shall not exceed 13 million shares, that is, not more than 1.6618% of the total share capital of the company. If the company has any changes in shares such as share distribution, share capital conversion and share allotment during the planned reduction period, the number of the above shares shall be adjusted accordingly in accordance with the relevant provisions of the stock exchange.
5. Reduction period: from February 14, 2022 to August 13, 2022. Since the shares to be reduced by quhui investment are mainly part of the company's shares indirectly held by Mr. Lin Songhua through quhui investment, during the implementation of the reduction plan, quhui investment will not reduce the company's shares during the specified period in accordance with relevant laws and regulations and the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes.
6. Reduction price: determined according to the secondary market price at the time of reduction.
3、 Relevant commitments and performance
The reduction plan is consistent with the share restriction commitments made by the shareholders to be reduced in the company's prospectus for initial public offering and announcement on listing of initial public offering. As of the disclosure date of this announcement, the outstanding commitments of quhui investment are as follows:
Commitment of shareholders holding more than 5% on shareholding intention and reduction intention of shares held before the company's initial public offering:
As of the company's IPO, quhui investment held 37231450 shares of the company's shares, accounting for 9.79% of the total shares before the company's IPO. With regard to the holding intention and reduction intention of this part of shares held by quhui investment, quhui investment issued the statement of Xiamen Huichun investment partnership (limited partnership) on holding intention and reduction intention of shares held before Xiamen Intretech Inc(002925) initial public offering (Xiamen Huichun investment partnership (limited partnership) is the former name of quhui investment), Declare and undertake as follows:
1. As a shareholder of the company, the company will hold the company's shares in accordance with Chinese laws, regulations, rules and regulatory requirements, and strictly fulfill the lock-in commitment on the company's shares held by the company disclosed in the prospectus of the company's initial public offering.
2. If the unit reduces its holdings of the company's shares within two years after the expiration of the lock-in period of holding the company's shares, the reduction price shall not be lower than the issuance price of the company's initial public offering, and the reduction amount shall not exceed 50% of the total holdings of the unit at that time. In case of ex rights and ex interests due to the company's distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, the above issuance price and the number of shares reduced shall be adjusted accordingly in accordance with the relevant provisions of the stock exchange.
3. The reduction of the company's shares held by the unit shall comply with the provisions of relevant laws, regulations, rules and the rules of the stock exchange. The reduction methods include but are not limited to competitive trading in the secondary market, block trading, agreement transfer, etc.
4. When the company's shares are reduced and the company is still a shareholder holding more than 5% of the company's shares, the company shall inform the company at least five trading days in advance, make an announcement three trading days in advance, and actively cooperate with the company's announcement and other information disclosure; If the unit plans to reduce its shares through centralized bidding trading at the stock exchange, it shall disclose the reduction plan in advance in accordance with relevant regulations 15 trading days before the first sale.
5. If the unit obtains income due to failure to fulfill the above commitments, such income shall belong to the company, and the unit promises to turn over the above income to the company within 5 trading days after obtaining the income.
As of the disclosure date of this announcement, the shares of quhui investment are not in the pledge state and strictly abide by the above commitments. The proposed reduction is consistent with the intentions and commitments previously disclosed by quhui investment.
4、 Relevant risk tips
1. There is uncertainty in the implementation of the share reduction plan. Quhui investment will decide whether to implement the share reduction plan according to the market conditions and the company's share price.
2. Whereas quhui investment is a shareholder holding more than 5% of the company's shares, and the shares to be reduced by quhui investment are mainly some of the company's shares indirectly held by Mr. Lin Songhua through quhui investment. During the implementation of the reduction plan, Quhui investment will strictly abide by the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the rules for the administration of the shares and changes of the company held by directors, supervisors and senior managers of listed companies, and the stock listing rules of Shenzhen Stock Exchange The provisions of relevant laws, regulations and normative documents, such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
3. Quhui investment does not belong to the controlling shareholder or actual controller of the company. The implementation of this 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. 5、 Document for future reference 1. Notification letter on the plan of reducing Xiamen Intretech Inc(002925) shares. It is hereby announced.
Xiamen Intretech Inc(002925) board of directors
January 15, 2022
