Stock Code: Utour Group Co.Ltd(002707) stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022060
Bond Code: 128022 bond abbreviation: Zhongxin convertible bond
On the reduction of shares held by some directors, supervisors and senior managers of the company
Pre disclosure announcement
Ms. Zhang Yiman, director and deputy general manager of the company, Mr. Zhang Lei, director and Mr. Su Jie, chairman of the board of supervisors, 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:
1. Ms. Zhang Yiman, the director and deputy general manager of the company who holds 1382519 shares of the company (accounting for 0.1525% of the total share capital of the company), plans to reduce no more than 345630 shares of the company (accounting for 0.0381% of the total share capital of the company) by means of centralized bidding within 6 months after 15 trading days from the date of disclosure of this announcement, and the amount of reduction shall not exceed 25% of the shares of the company held by her individual.
2. Mr. Zhang Lei, the director of the company who holds 3026205 shares of the company (accounting for 0.3339% of the total share capital of the company), plans to reduce his holding of no more than 756551 shares of the company (accounting for 0.0835% of the total share capital of the company) by means of centralized bidding within 6 months after 15 trading days from the date of disclosure of this announcement, and the amount of reduction shall not exceed 25% of the company's shares held by his individual.
3. Mr. Su Jie, chairman of the board of supervisors of the company, who holds 1160419 shares of the company (accounting for 0.1280% of the total share capital of the company), plans to reduce his holdings of no more than 290105 shares of the company (accounting for 0.0320% of the total share capital of the company) by means of centralized bidding within 6 months after 15 trading days from the date of disclosure of this announcement, and the amount of reduction shall not exceed 25% of the company's shares held by his individual.
Utour Group Co.Ltd(002707) (hereinafter referred to as "the company") recently received the plan for directors, supervisors and senior managers to buy and sell shares of the company signed by Ms. Zhang Yiman, deputy general manager, Mr. Zhang Lei and Mr. Su Jie, chairman of the board of supervisors. The relevant information is hereby announced as follows:
1、 Basic information of shareholders' shareholding
Stock Code: Utour Group Co.Ltd(002707) stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022060 bond Code: 128022 bond abbreviation: Zhongxin convertible bond
Name and title as of the date of this announcement, the proportion of the number of shares (shares) held in the total share capital of the company
Zhang Yiman, director and deputy general manager 13825190.1525%
Zhang Lei director 30262050.3339%
Su Jie, chairman of the board of supervisors 11604190.1280%
Total 55691430.6144%
Note: as of May 19, 2022, the total share capital of the company is 906372335 shares.
2、 Main contents of this reduction plan
(I) specific arrangement of share reduction plan
1. Reasons for the proposed reduction: personal capital needs.
2. Reduction price range: determined according to the market price when the reduction is implemented.
3. Reduction period: within 6 months after 15 trading days from the date of disclosure of this announcement, and there will be no reduction in the window period.
4. Source, quantity, reduction method and proportion in the total share capital of the company:
Name share reduction source share reduction method proportion of the number of shares to be reduced in the total share capital (shares) of the company
Zhang Yiman company issued shares to purchase 0.0381% of 345630 assets
Centralized bidding of 7565510.0835% shares before Zhang Lei's initial public offering
Sujie company issued shares to purchase 0.0320% of 290105 assets
Total 13922860.1536%
Note: as of May 19, 2022, the total share capital of the company is 906372335 shares.
(II) performance of commitments
1. The share restriction commitment issued by Mr. Zhang Lei when the company was first listed:
The part of the company's shares held by me after deducting the after-sales (if any) of public development will not be transferred or entrusted to others for management within 12 months from the date of listing of the company, nor will the company buy back the shares held by me; After the expiration of the above-mentioned lock up period, the shares transferred through centralized bidding, block trading, agreement transfer and other means during the term of office shall not exceed 25% of the total shares of the company held by me; The company shall not transfer its shares within six months after leaving office, and the shares transferred within twelve months after leaving office shall not exceed 50% of the total shares of the company. book
Stock Code: Utour Group Co.Ltd(002707) stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022060 bond Code: 128022 bond abbreviation: Zhongxin convertible bond
If the company's shares held by a shareholder are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company's shares held by me will be automatically extended for 6 months. The above reduction price and share lock-in commitment shall not be terminated due to my job change or resignation. The above issue price refers to the issue price of the company's initial public offering of shares. If the company carries out ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons after listing, it shall be treated as ex rights and ex interests in accordance with the relevant provisions of the stock exchange.
2. The share lock-in commitment issued by Ms. Zhang Yiman and Mr. Su Jie when the company issued shares to purchase 70% equity of Zhuyuan CITS in 2015:
The newly added shares of Utour Group Co.Ltd(002707) obtained by me through this restructuring will not be transferred in any way within 36 months from the date of listing of the newly added shares, including but not limited to public transfer through the securities market or by agreement, nor will I entrust others to manage the Utour Group Co.Ltd(002707) shares I hold.
3. The share lock-in commitment issued by Ms. Zhang Yiman and Mr. Su Jie when the company issued shares to purchase 30% equity of Zhuyuan CITS in 2018:
The newly added shares of Utour Group Co.Ltd(002707) obtained by me through the purchase of assets through this issuance of shares shall be locked within 12 months from the date of listing of the newly added shares and unlocked at the expiration of 12 months from the date of listing of the newly added shares. During the share lock-in period, the number of shares increased due to Utour Group Co.Ltd(002707) bonus shares, conversion of share capital and other reasons shall also abide by the above commitments.
4. As directors, supervisors and senior managers of the company, Ms. Zhang Yiman, Mr. Zhang Lei and Mr. Su Jie promise:
During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company he holds; Within half a year after leaving the company, he will not transfer his shares in the company.
As of the disclosure date of this announcement, Ms. Zhang Yiman, Mr. Zhang Lei and Mr. Su Jie have strictly fulfilled the above commitments and have not violated the above commitments. The proposed reduction is consistent with the disclosed shareholding intention and commitment.
3、 Relevant risk tips
(I) the share reduction plan complies with the provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shenzhen Stock Exchange
Stock Code: Utour Group Co.Ltd(002707) stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022060 bond Code: 128022 bond abbreviation: Zhongxin convertible bond
The implementation rules, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and departmental rules. (II) uncertainty of the implementation of the share reduction plan: Ms. Zhang Yiman, Mr. Zhang Lei and Mr. Su Jie will decide whether to implement the share reduction plan according to the market conditions, the company's share price and other specific circumstances.
(III) Ms. Zhang Yiman, Mr. Zhang Lei and Mr. Su Jie's share reduction plan does not violate their previous share locking commitments; During the period of reducing the company's shares according to the above plan, the company will strictly abide by relevant laws and regulations and the company's rules and regulations, and timely perform the obligation of information disclosure.
(IV) Ms. Zhang Yiman, Mr. Zhang Lei and Mr. Su Jie are not the controlling shareholders, actual controllers and persons acting in concert of the company. The implementation of this reduction plan will not have an impact on the company's control, governance structure and sustainable operation. Please pay attention to the investment risk.
4、 Documents for future reference
The plan for directors, supervisors and senior managers to buy and sell shares of the company signed by Ms. Zhang Yiman, Mr. Zhang Lei and Mr. Su Jie respectively.
It is hereby announced.
Utour Group Co.Ltd(002707) board of directors may 23, 2022
