Securities code: 002878 securities abbreviation: Beijing Yuanlong Yato Culture Dissemination Co.Ltd(002878) Announcement No.: 2022-004
Beijing Yuanlong Yato Culture Dissemination Co.Ltd(002878)
Pre disclosure announcement on the reduction of shares held by actual controllers and persons acting in concert
Sun Zhen, the actual controller, and Li Suqin, the person acting in concert, guarantee 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. Sun Zhen, the shareholder of Beijing Yuanlong Yato Culture Dissemination Co.Ltd(002878) (hereinafter referred to as “the company”) and Li Suqin, the person acting in concert, plan to reduce no more than 4426500 shares of the company by means of centralized bidding within 6 months after 15 trading days from the date of disclosure of this announcement (accounting for 1.998% of the total share capital of the company on December 31, 2021). The reduction plan will be carried out within 6 months after 15 trading days from the date of disclosure of the reduction plan, and the total number of shares reduced within any continuous 90 natural days shall not exceed 1% of the total number of shares of the company.
1、 Basic information of shareholders to be reduced
No. shareholder name share source number of shares (shares) in the total share capital of the company (%)
1 Sun Zhen held 32329500 14.60% before IPO
2. Li Suqin’s share and provident fund transferred to 9826000 4.44%
Additional shares
Note: if there are share changes such as share distribution and conversion of capital reserve into share capital during this period, the quantity shall be handled accordingly.
2、 Main contents of this reduction plan
(I) share reduction plan
(1) Reasons for reduction: personal capital demand;
(2) Source of shares to be reduced: the above proposed shares to be reduced come from shares held before the initial public offering plus shares converted from provident fund;
(3) Number of shares reduced: no more than 4426500 shares of the company are proposed to be reduced, accounting for 1.998% of the total share capital of the company;
(4) Reduction period: within 6 months after 15 trading days from the date of announcement and disclosure of the reduction plan;
(5) Reduction method: centralized bidding;
(6) Reduction price: determined according to the market price.
3、 Relevant commitments and performance
1. Commitment of Sun Zhen, the actual controller and director of the company:
(1) After the expiration of the lock-in period (including the extended lock-in period) of the company’s shares held by me, I will choose the methods specified in laws and regulations and the rules of the stock exchange to reduce my Holdings (including but not limited to centralized bidding, block trading, agreement transfer, etc.) according to my own needs, The reduction price shall not be lower than the issuance price at the time of this issuance (in case of ex right and ex interest matters, the issuance price will be adjusted accordingly). The proportion of reduction in the first year shall not exceed 5% of the total shares of the company, and the total proportion of reduction in two years shall not exceed 10% of the total shares of the company. When I reduce my direct or indirect shares of the company, I shall notify the company in writing of the intention to reduce my shares and the number of shares to be reduced five trading days in advance, and the company shall make a timely announcement. I can reduce my shares of the company three trading days from the date of the company’s announcement. If I fail to fulfill the above commitments, I promise to turn over all the proceeds obtained from the sale of shares in excess of the proportion to the company;
(2) Within 36 months from the date when the company’s shares are listed and traded on the stock exchange, it shall not transfer or entrust others to manage the company’s shares directly or indirectly held by it before issuance, nor shall the company repurchase such shares; After the expiration of the aforesaid sales restriction, the shares transferred each year during his tenure as a director, supervisor and senior manager of the company shall not exceed 25% of the total shares of the company held by him; Do not transfer the company’s shares held within half a year after resignation; Within 12 months after the declaration of leaving office for 6 months, the number of shares of the company sold through the stock exchange shall not exceed 50% of the total number of shares of the company it holds;
(3) If the company’s shares are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; Within 6 months after the listing of the company, if the closing price of the shares is lower than the issue price for 20 consecutive trading days, or at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the closing price is lower than the issue price, The lock-in period of holding the company’s shares shall be automatically extended for 6 months (if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital after this issuance and listing, the issuance price shall be subject to corresponding ex right and ex interest treatment).
The above commitments shall not be terminated due to job change, resignation and other reasons of each commitment subject.
2. Li Suqin, the shareholder of the company, promises:
(1) Within 36 months from the date when the company’s shares are listed and traded on the stock exchange, it shall not transfer or entrust others to manage the company’s shares directly or indirectly held by it before issuance, nor shall the company repurchase such shares; (2) After the expiration of the lock-in period (including the extended lock-in period) of the company’s shares held by me, I will choose the methods specified in laws and regulations and the rules of the stock exchange to reduce my Holdings (including but not limited to centralized bidding, block trading, agreement transfer, etc.) according to my own needs, The reduction price shall not be lower than the issuance price at the time of this issuance (in case of ex rights and ex interests, the issuance price will be adjusted accordingly). The proportion of reduction in the first year shall not exceed 25% of the total shares of the company, and the proportion of reduction in the two years shall not exceed 50% of the total shares of the company. When I reduce my direct or indirect shares of the company, I shall notify the company in writing of the intention to reduce my shares and the number of shares to be reduced five trading days in advance, and the company shall make a timely announcement. I can reduce my shares of the company three trading days from the date of the company’s announcement. If I fail to fulfill the above commitments, I promise to turn over all the proceeds from the sale of shares in excess of the proportion to the company.
The proposed reduction is consistent with the commitments previously disclosed by the above shareholders, and there is no violation of the commitments. 4、 Relevant risk tips
1. There is uncertainty in the implementation of the share reduction plan. The above shareholders will comprehensively decide whether to implement the share reduction plan according to the market conditions, the company’s share price and other factors.
2. The share reduction plan does not violate laws, regulations, departmental rules and normative documents such as the securities law, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and the management of share changes, There is no violation of shareholders’ commitments on share locking and reduction.
3. During the above-mentioned plan to reduce the company’s shares, the company will urge Mr. Sun Zhen and Ms. Li Suqin to strictly comply with the requirements of relevant laws, regulations, departmental rules and normative documents such as the securities law, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the management of share changes and so on, Timely fulfill the obligation of information disclosure.
4. The implementation of the share reduction plan will not lead to the change of the control right of the listed company, and will not have an impact on the corporate governance structure, equity structure and sustainable operation.
5、 Documents for future reference
1. Notification letter of share reduction plan issued by Mr. Sun Zhen and Ms. Li Suqin.
It is hereby announced.
Beijing Yuanlong Yato Culture Dissemination Co.Ltd(002878) board of directors January 15, 2022
