Securities code: Bestore Co.Ltd(603719) securities abbreviation: Bestore Co.Ltd(603719) Announcement No.: 2022029
Bestore Co.Ltd(603719) shareholders’ share reduction plan announcement
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content tips:
Basic information of shareholders’ shareholding: as of the date of this announcement, Bestore Co.Ltd(603719) (hereinafter abbreviated as
(the “company”) shareholders: Zhuhai Gaoling Tianda equity investment management center (limited partnership), Hh lppz
(HK) Holdings Limited, Ningbo hilling Zhiyuan investment partnership (limited partnership)
As the persons acting in concert, hereinafter referred to individually or collectively as the “shareholders to be reduced”) hold the company’s shares in total
30111977 shares, accounting for 7.51% of the total share capital of the company. These shares are derived from the company’s initial
Shares held before public offering and listing.
Main contents of the reduction plan: due to its own capital needs, the shareholders’ plan to reduce their holdings has been implemented since June 2022
From May 14 to November 20, 2022, through centralized bidding, from May 2022
From November 26 to November 20, 2022, reduce the company’s shares through block trading or agreement transfer
The total number of shares shall not exceed 24060000 shares, and the total number shall not exceed 6% of the total share capital of the company. And mining
If the centralized bidding trading method is adopted, the total number of shares reduced within any continuous 90 days shall not exceed
1% of the total shares of the company; If block trading is adopted, within any continuous 90 days, the amount shall be reduced
The total number of shares held shall not exceed 2% of the total number of shares of the company. During the reduction period, if the company has a dividend
Dividends, bonus shares, conversion of share capital, issuance of new shares or allotment of shares and other ex right and ex interest matters of share capital,
The shareholders who intend to reduce their holdings may adjust the reduction plan accordingly according to the changes in the company’s share capital. reduce
The holding price shall be determined according to the market price and shall not be lower than the issuing price at the time of the company’s initial public offering.
1、 Basic information of the reducing entity
Number of shares held
Shareholder name shareholder identity shareholding proportion current shareholding source (share)
More than 5% of Zhuhai Gaoling Tianda’s shares were not acquired before the IPO: the investment management center 301119777.51%
(limited partnership), a major shareholder of Hh 30111977 shares
Lppz (HK) Holdings Limited, Ningbo hilling Zhiyuan investment partnership (limited partnership)
There are persons acting in concert with the above reduction subjects:
Number of shares held
Name of shareholders shareholding ratio concerted action relationship formation reason (share)
The first group of Zhuhai Hillhouse Tianda equity investment 7796521 has a concerted action arrangement of 1.94%
Asset Management Center (limited)
(partner)
HH lppz (HK) 180001444 4.49% there is a concerted action arrangement
Holdings Limited
Ningbo Gaoling Zhiyuan Investment Co., Ltd. has a concerted action arrangement with 1.08% of 4315312
Partnership (limited partnership)
Total 301119777.51% –
Share reduction of shareholders to be reduced in the past 12 months
Reduction price area
The number of holdings reduction is less than that in the previous period. The name of shareholders and the period of reduction
(share) disclosure date of special plan (yuan / share)
Zhuhai Gaoling Tianda shares 107764942.69% 2021 / 3 / 4 ~ 33.07-53.192021 / 02 / 27 equity investment management center 2021 / 8 / 26
(limited partnership), Hh lppz (HK) Holdings Limited, Ningbo hilling Zhiyuan investment partnership (limited partnership)
Zhuhai Gaoling Tianda shares 59118001.47% 2021 / 10 / 13 ~ 40.00-40.812021 / 10 / 08 right investment management center 2022 / 4 / 7
(limited partnership), Hh lppz (HK) Holdings Limited, Ningbo hilling Zhiyuan investment partnership (limited partnership)
2、 Main contents of share reduction plan
Proposed reduction
Plan minus bidding minus reasonable shareholding
Shareholder name number of holdings reduction method easy reduction proportion price share
Original interval source during (share) period
because
Zhuhai Hillhouse Tianda’s equity does not exceed: no more than 2022 / 6 / reduction according to its own bidding transaction before the city’s IPO, no more than obtaining capital investment management center (limited 24060, over: 6% 14 ~ market price demand partnership), Hh lppz (HK) 000 shares, over: 24060000 shares 2022 / 11
Holdings Limited, block trading reduction, no more than / 20
Ningbo gaolingzhiyuan invested: 24060000 shares
Partnership (limited partnership)
Agreed transfer and reduction, not exceeding
(partner)
Over: 24060000 shares
Note: if the above shares of the company are reduced through block trading or agreement transfer, the reduction period is from May 26 to 2022
November 20, 2022; If centralized bidding trading is adopted, the total number of shares reduced within any continuous 90 days shall not exceed
More than 1% of the total number of shares of the company; If block trading is adopted, the total number of shares reduced within any consecutive 90 days shall not exceed
More than 2% of the total shares of the company.
（1） Whether the relevant shareholders have other arrangements □ yes √ no
（2） Whether the shareholders who intend to reduce their holdings have made commitments on the shareholding ratio, shareholding quantity, shareholding period, reduction method, reduction quantity, reduction price, etc. √ yes □ no
For the shares obtained by the shareholders to be reduced before the company’s initial public offering and listing, the shareholders to be reduced undertake:
Within 12 months from the date of listing of the company’s shares, the enterprise shall not transfer or entrust others to manage the shares held by the enterprise before the public offering of shares by the issuer, nor shall the company repurchase such shares. If the issuer obtains the approval of the CSRC for the issuer’s application for initial public offering of shares and completes the public offering, the enterprise will not transfer or entrust others to manage all the shares of the issuer held by the enterprise before the issuer’s public offering of shares within 36 months from December 28, 2017, Nor will the company repurchase this part of the shares. After the expiration of the above lock-in period, if the enterprise intends to reduce its shares, it will abide by the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on shareholder reduction, carefully formulate the reduction plan, and gradually reduce its shares after the expiration of the lock-in period. The specific arrangements for the reduction of shares within two years from the date of expiration of the lock-up period are as follows:
(1) Reduction method: the reduction of the company’s shares by the enterprise shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading method of the stock exchange, block trading method, agreement transfer method, etc.
(2) Reduction price: if the enterprise intends to reduce the shares of the issuer, it will be carried out legally in accordance with laws and regulations and relevant provisions of the China Securities Regulatory Commission. If the reduction is carried out within two years after the expiration of the lock-in period, the reduction price will not be lower than the issuance price of the company’s initial public offering of shares.
(3) Reduction period and information disclosure: if the company plans to reduce its shares, it will disclose the reduction plan in advance in accordance with the rules in force at that time. The period of share reduction is 6 months after the announcement of the reduction plan. After the expiration of the reduction period, if it plans to continue to reduce its shares, it is necessary to perform the reduction announcement again in accordance with the above arrangements (except when the company holds less than 5% of the company’s shares).
(4) The company will comply with the relevant provisions of the China Securities Regulatory Commission on certain provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shanghai Stock Exchange and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange. If relevant laws, administrative regulations, China Securities Regulatory Commission and Shanghai Stock Exchange have other requirements on the transfer and reduction of the company’s shares held by the enterprise, the enterprise will implement the relevant requirements.
If the enterprise violates the above commitments or the mandatory provisions of the law to reduce the shares of the issuer, the enterprise promises that the income from illegal reduction of the shares of the issuer (hereinafter referred to as “illegal reduction income”) will be owned by the issuer. If the enterprise fails to turn over the illegal reduction income to the issuer, the issuer has the right to return the amount of cash dividends payable to the enterprise equal to the illegal reduction income to the issuer.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
（3） Other matters required by the exchange
None. 3、 Relevant risk tips (I) the shareholders to be reduced independently decide the reduction plan according to their own capital needs. The reduction plan will not affect the corporate governance structure and sustainable operation. There is uncertainty risk in the implementation of this reduction plan. The shareholders who intend to reduce their holdings may decide whether to implement this reduction plan according to the market conditions, the company’s share price and other conditions. （2） Whether the implementation of the reduction plan may lead to the risk of change in the control of the listed company □ yes √ no (III) during the reduction of shares of the company according to the above plan, the shareholders to be reduced will strictly abide by relevant laws and regulations and the company’s rules and regulations, and timely notify the company to fulfill the obligation of information disclosure.
