Securities code: Souyute Group Co.Ltd(002503) securities abbreviation: Souyute Group Co.Ltd(002503) Announcement No.: 2022051 convertible bond Code: 128100 convertible bond abbreviation: soute convertible bond
On the completion of the implementation of the previous passive reduction of shares by the controlling shareholder
And the pre disclosure announcement of subsequent passive reduction of shares
Mr. Ma Hong, the shareholder holding more than 5% shares, and Guangdong Xingyuan Investment Co., Ltd., 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 note: Mr. Ma Hong, the controlling shareholder and actual controller who holds 541172816 shares of the company (accounting for 17.49% of the total share capital of the company), has the risk of compulsory liquidation in the stock pledge financing, and will continue to passively reduce his shares through centralized bidding trading. According to relevant laws and regulations, Mr. Ma Hong’s passive reduction of shares of the company through centralized bidding trading shall be carried out within 90 days after 15 trading days from the date of announcement of the reduction plan. The reduction of shares shall not exceed 30934373 shares, and the reduction proportion shall not exceed 1% of the total share capital of the company.
Souyute Group Co.Ltd(002503) (hereinafter referred to as “the company”) received the notification letter on the completion of the implementation of the previous passive reduction of shares issued by Mr. Ma Hong, the controlling shareholder and actual controller of the company, and Guangdong Xingyuan Investment Co., Ltd. (hereinafter referred to as “Xingyuan investment”) and the notification letter on the subsequent passive reduction of shares issued by Mr. Ma Hong on May 18, 2022, It is learned that the previous share reduction plan of Mr. Ma Hong and Xingyuan investment has been implemented and completed. At the same time, there is a risk of forced liquidation of Mr. Ma Hong’s stock pledge financing default, and he will continue to passively reduce his shares through centralized bidding trading. The details are as follows:
1、 Completion of the previous passive share reduction by shareholders
On February 21, 2022, the company disclosed 2022010: pre disclosure announcement on the completion of the implementation of the previous passive reduction of shares and the subsequent passive reduction of shares by the controlling shareholder, which is published on cninfo.com for details（ http://www.cn.info.com.cn. ）And relevant announcements on the securities times and other media.
After the disclosure of the above pre disclosure announcement of passive reduction, since March 14, 2022, Mr. Ma Hong and Xingyuan investment have passively reduced 30928800 shares of the company through centralized bidding, accounting for 0.9998% of the total share capital of the company. The sources of shares are the shares held before the company’s initial public offering and their breeding shares. The details are as follows:
(I) details of shareholders’ previous passive reduction of shares
Shareholder reduction method reduction time reduction number of shares (shares) reduction average price reduction proportion name (yuan / share)
March 15, 202222041001.423 0.07%
March 16, 202219418001.395 0.06%
March 17, 202217234001.460 0.06%
March 18, 202215397001.464 0.05%
March 21, 202213837001.470 0.04%
March 22, 202212501001.460 0.04%
March 23, 202211347001.479 0.04%
March 24, 20225090001.450 0.02%
March 29, 20229910001.450 0.03%
Ma Hong centralized bidding 9087001.190 0.03% on April 29, 20228361001.240 0.03% on May 5, 2022
May 6, 20227717001.210 0.02%
May 9, 20227144001.220 0.02%
May 10, 20226632001.230 0.02%
May 11, 20226172001.260 0.02%
May 12, 20225757001.220 0.02%
May 13, 20225382001.290 0.02%
May 16, 20225042001.260 0.02%
May 17, 20224733001.250 0.02%
May 18, 20223381001.280 0.01%
March 14, 2022102112001.494 0.33% Xingyuan centralized bidding 9874001.450 0.03% investment on March 15, 2022
March 16, 20221119001.400 0.00%
Total 309288001.414 1.00%
Note: the total amount in the column of reduction proportion is 1.00%, and the actual proportion is 0.9998%. The error is caused by rounding.
Mr. Ma Hong and Xingyuan investment last disclosed the “simplified equity change report” on June 3, 2021. Since June 3, 2021, Mr. Ma Hong and Xingyuan investment have passively reduced 99165239 shares of the company, accounting for 3.21% of the total share capital of the company.
(II) Shareholding of shareholders before and after the previous passive reduction of shares
Shares held before change shares held after change
Proportion of total number of shares (%) in total share capital
Number of shares held: 56079111618.1354117281617.49
Including: unlimited sales 1401977794.531205794793.90
Mahong conditional shares
Limited sales conditions 42059333713.6042059333713.60
shares
Number of shares held 344296491.11231191490.75
Xingyuan investment, including: unlimited sales 344296491.11231191490.75
Conditional shares
Limited sales condition 0
shares
Number of shares 59522076519.2456429196518.24
Including: unlimited sales 1746274285.651436986284.65
Total conditional shares
Limited sales conditions 42059333713.6042059333713.60
shares
(III) pledge after the previous passive reduction of shareholders’ shares
The shares previously passively reduced by Mr. Ma Hong are all Pledged Shares. After the previous reduction, the pledge of Mr. Ma Hong and Xingyuan investment is as follows:
Name of shareholder number of shares held proportion of shares pledged number of shares held proportion of total shares (shares) (%) of the company (%)
Mahong 54117281617.5047252530087.32 15.28
Xingyuan investment 231191490.75230 China Baoan Group Co.Ltd(000009) 9.48 0.74
Total 56429196518.2449552530087.81 16.02
(IV) description of other relevant matters
1. The above reduction complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the provisions of normative documents such as the stock listing rules of Shenzhen Stock Exchange, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, There is also no violation of shareholders’ commitments on share locking and reduction.
2. As of the disclosure date of this announcement, the above reduction plan of Mr. Ma Hong and Xingyuan investment has been implemented, and the reduction method and quantity are consistent with the reduction plan.
3. Mr. Ma Hong is the actual controller of the company. The implementation of this share reduction will not change the control of the company, nor will it have a significant impact on corporate governance and sustainable operation.
2、 Pre disclosure of subsequent passive reduction of shares
Mr. Ma Hong’s stock pledge financing has the risk of compulsory closing due to default, and will continue to passively reduce his shares through centralized bidding trading. According to relevant laws and regulations, Mr. Ma Hong’s passive reduction of shares of the company through centralized bidding trading shall be carried out within 90 days after 15 trading days from the date of announcement of the reduction plan. The reduction of shares shall not exceed 30934373 shares, and the reduction proportion shall not exceed 1% of the total share capital of the company.
(I) basic information of shareholders
As of the disclosure date of this announcement, the shareholding of Mr. Ma Hong, the controlling shareholder and actual controller of the company, and Xingyuan, the person acting in concert, are as follows:
Name of shareholder number of shares (shares) shareholding ratio
Mahong 54117281617.49
Xingyuan investment 231191490.75
Total 56429196518.24
(II) subsequent passive reduction of shares
