Securities code: 003035 securities abbreviation: China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) Announcement No.: 2022-002 China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035)
Suggestive announcement on listing and circulation of issued shares before initial public offering
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The number of shares issued before the initial public offering of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) (hereinafter referred to as " China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) " or "the company") is 87848 shares, accounting for 23.19% of the total share capital of the company.
2. The listing and circulation date of the restricted shares is Wednesday, January 19, 2022.
3. The nature of the shares released this time is the shares issued before the company's initial public offering.
1、 Overview of shares issued before IPO
Approved by the reply on approving China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) initial public offering of shares (zjxk [2020] No. 3623) of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the company issued 757 RMB common shares (A shares) for the first time; With the consent of the notice on the listing of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) RMB common shares (SZS [2021] No. 74) of Shenzhen Stock Exchange, the company's initial public offering of RMB common shares was listed and traded on Shenzhen Stock Exchange on January 19, 2021.
The total share capital of the company before the initial public offering was 3030 shares; After the initial public offering, the total share capital is 378787 shares. After the sales restriction is lifted this time, the number of shares of the company that have not been lifted is 2151818182, accounting for 56.81% of the total share capital of the company, and the number of shares with unlimited sales conditions is 163606060605, accounting for 43.19% of the total share capital of the company.
From the date of listing to the date of disclosure of this announcement, there has been no change in the company's shares due to additional share issuance, repurchase cancellation, distribution of stock dividends or conversion of capital reserve into share capital, and the total share capital of the company has not changed. 2、 Implementation of commitments by shareholders applying for lifting share restrictions
The shareholders applying for lifting the share restriction are Guangdong Energy Group Co., Ltd. (hereinafter referred to as "Guangdong energy group" or "the shareholder"), Guangdong Guangye Green Fund Management Co., Ltd. (hereinafter referred to as "Guangye green fund" or "the shareholder"), Tbea Co.Ltd(600089) (hereinafter referred to as " Tbea Co.Ltd(600089) " or "the shareholder") Guangzhou Zhiguang Electric Co.Ltd(002169) (hereinafter referred to as " Guangzhou Zhiguang Electric Co.Ltd(002169) " or "the shareholder"), Guangdong Environmental Protection Group Co., Ltd. (hereinafter referred to as "Guangdong Environmental Protection Group" or "the shareholder", formerly known as "Guangdong Guangye Group Co., Ltd").
(I) commitments made in the listing announcement and relevant documents by the shareholders applying for lifting the restrictions on the sale of shares
Commitment type and content of commitment party
1. Within 12 months from the date of listing of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares, it shall not transfer or entrust others to manage the shares issued before China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) public offering held directly or indirectly by its shareholders, Nor will China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) repurchase the shares issued before the public offering of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares directly or indirectly held by the shareholder;
2. After the expiration of the share lock-up period, the shareholder will reduce its shares reasonably in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the reduction of shares of Guangdong energy group and guangyedong;
Green fund and special transformation power on sale restriction arrangement and voluntary lock 3. If the shareholder reduces China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares, it will comply with the provisions of CAMCE, Guangzhou Zhiguang Electric Co.Ltd(002169) , Guangdong Securities Regulatory Commission and Shenzhen Stock Exchange, and timely and quasi environmental protection group will accurately fulfill its obligation of information disclosure;
4. The shareholder will strictly fulfill the above commitments. If the above commitments are not fulfilled, the proceeds from the transfer of shares will be recovered by China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) , and the shareholder will bear all legal liabilities and be punished by the securities regulatory authorities and Shenzhen Stock Exchange. If laws, regulations, rules, normative documents and securities regulatory authorities or Shenzhen Stock Exchange have different provisions on the relevant responsibilities and consequences of relevant subjects violating the above commitments, The shareholders voluntarily and unconditionally comply with these requirements.
1. After the expiration of the lock-in period of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares held by the shareholder (i.e. within 12 months from the date of listing of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares), the shareholder will, on the premise of compliance with laws and regulations, in combination with the overall situation of the securities market, China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) business performance and shares of Guangdong energy group Determine whether to carry out the shareholding intention and reduction of green fund and Guangdong environmental protection according to the specific situation such as the trend of Guangye and its own needs;
Group intention 2. If the shareholder decides to reduce its China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares, the shareholder will notify China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) in writing of the intention and the number of shares to be reduced in advance in accordance with laws and regulations, And China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shall make a timely announcement. After 3 trading days from the date of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) announcement, the shareholder may reduce its China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares;
3. The reduction of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares held by the shareholder will be in accordance with laws, regulations and several provisions on reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, And the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
In case of any change in relevant laws, regulations, rules of the CSRC, normative documents and rules of the stock exchange, the provisions in force at that time shall prevail;
4. The shareholder will strictly fulfill the above commitments. If the above commitments are not fulfilled, the proceeds from the transfer of shares will be recovered by China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) , and the shareholder will bear all legal liabilities and be punished by the securities regulatory authorities and Shenzhen Stock Exchange. If laws, regulations, rules, normative documents and securities regulatory authorities or Shenzhen Stock Exchange violate the above provisions against relevant subjects
The relevant responsibilities and consequences of the above commitments are different
The shareholders voluntarily and unconditionally comply with such regulations
Yes.
1. The shareholder will fulfill China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) the commitments disclosed in the prospectus of this offering according to law;
2. If the shareholder fails to fulfill the commitments disclosed in the prospectus, the shareholder will publicly explain the failure to fulfill the commitments in the China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) general meeting of shareholders and the newspapers and periodicals formulated by the CSRC
To shareholders and public investors
Guangdong energy group and Guangye apologize and put forward supplementary commitments to China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) investors or contractual commitments on behalf of the green fund and Guangdong Environmental Protection on the unfulfilled commitments, so as to protect the rights and interests of investors as much as possible;
Group measures 3. If the investor suffers losses in China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) stock trading due to the shareholder's failure to fulfill relevant commitments
The shareholder will compensate the investors for relevant losses according to law. If the shareholder does not bear the above liability for compensation, the shares issued before the listing of this offering held by the shareholder shall be included in this share
Dongdong shall not transfer until it has fulfilled the above-mentioned liability for compensation, and China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) has the right to deduct the amount distributed to the shareholder
Cash dividends are used to bear the above-mentioned liability.
(II) the commitments made in the prospectus are consistent with those made in the listing announcement. (III) in addition to the above commitments, the shareholders applying for lifting the restrictions on the sale of shares do not have any commitments made in the process of the company's acquisition and equity changes, other subsequent additional commitments, statutory commitments and other commitments.
(IV) all shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments and have not violated the above commitments.
