Securities code: 688300 securities abbreviation: Novoray Corporation(688300) Announcement No.: 2022-001 Novoray Corporation(688300)
Some supervisors and senior managers reduced their shares through centralized bidding
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 liabilities for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Basic information of shares held by supervisors and senior managers
Before the implementation of the reduction plan, Ms. Gao Juan, the supervisor of Novoray Corporation(688300) (hereinafter referred to as “the company”), directly held 25000 shares of the company, accounting for 0.03% of the total share capital of the company; Mr. Wang Songzhou, deputy general manager and financial director of the company, directly holds 550000 shares of the company, accounting for 0.64% of the total share capital of the company; Ms. Berlin, Secretary of the board of directors of the company, directly holds 160000 shares of the company, accounting for 0.19% of the total share capital of the company. The above shares are from the company’s initial public offering, which has been lifted and listed on November 16, 2020.
Main contents of centralized bidding reduction plan
Due to the demand of personal funds, Ms. Gao Juan, Mr. Wang Songzhou and Ms. Berlin plan to reduce their shares of the company through centralized bidding within 6 months after 15 trading days from the date of disclosure of this announcement, on the premise of meeting the provisions on reduction of shares of directors, supervisors and directors of listed companies. Ms. Gao Juan’s reduction of no more than 5000 shares, accounting for no more than 0.006% of the total share capital of the company, and no more than 25% of the total shares of the company held by her individual before this reduction; Mr. Wang Songzhou’s reduction shall not exceed 50000 shares, accounting for no more than 0.059% of the total share capital of the company, and no more than 25% of the total shares of the company held by him before this reduction; Ms. Berlin’s reduction of no more than 20000 shares, accounting for no more than 0.024% of the total share capital of the company, and no more than 25% of the total shares of the company held by her individual before this reduction. The specific reduction price will be determined according to the market price.
Recently, the company received the notification letter from Ms. Gao Juan, Mr. Wang Songzhou and Ms. Berlin, which intends to reduce some shares of the company. The relevant information is hereby announced as follows:
1、 Basic information of centralized bidding reduction entities
Shareholder name shareholder identity shareholding number (shares) shareholding proportion current shareholding source
Directors, supervisors
Gao Juan obtained 25000 shares before 0.03% IPO
Senior management
Directors, supervisors
Wang Songzhou obtained 550000 shares before 0.64% IPO
Senior management
Directors, supervisors
Berlin 0.19% pre IPO acquisition: 160000 shares
Senior management
The above reduction subjects have no concerted action.
Ms. Gao Juan, Mr. Wang Songzhou and Ms. Berlin have not reduced their shares since the company was listed.
2、 Main contents of centralized bidding reduction plan
Planned reduction planned reduction competitive trading reduction reasonable proposed reduction shareholder name proposed reduction method
Quantity (share) holding proportion price range share source reason during reduction period
Gao Juan no more than: no more than: bidding transaction minus 2022 / 2 / 16, taking 0.006% of 5000 shares of personal capital before IPO at the market price, no more than: ~ 5000 shares required by gedejin 2022 / 8 / 12
Wang Songzhou no more than: no more than: bidding transaction minus 2022 / 2 / 16, taking 0.059% of 50000 shares of personal capital before IPO at the market price, no more than: ~ 50000 shares required by gedejin 2022 / 8 / 12
Berlin no more than: no more than: bidding transaction minus 2022 / 2 / 16, take 0.024% of 20000 shares of personal capital before IPO at the market price, and no more than: ~ 20000 shares required by gedejin 2022 / 8 / 12
(I) whether relevant shareholders have other arrangements □ yes √ no
(II) whether the major shareholders and the directors, supervisors and senior management have made commitments on the shareholding ratio, shareholding quantity, shareholding period, reduction method, reduction quantity, reduction price, etc. √ yes □ no
1. As the supervisor of the company, Gao Juan promises:
① Within 12 months from the date when the company’s shares are listed and traded on the stock exchange, I will not transfer or entrust others to manage the shares I directly or indirectly held before the initial public offering of the company, nor will the company repurchase such shares;
② During my tenure as the supervisor of the company, I will report to the company the company’s shares and their changes as required. After the expiration of the lock up period, during my tenure, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by me. If I declare my resignation, I will not transfer the shares of the company directly or indirectly held by me within six months after resignation;
③ The company’s shares acquired by me due to my participation in the company’s share issuance in 2016 will be locked for 36 months from the date when this part of the shares are registered in my name. After the expiration of the 36 month lock, I will continue to hold this part of the shares for one year. During the above period, I will not transfer or entrust others to manage this part of the shares, nor use it in any way for guarantee or debt repayment, nor for exchange or gift; If the shares obtained by converting capital reserve into share capital and distributing stock dividends occur within the above period, the above locking arrangement shall also apply.
If I violate the commitment of the stock lock-in period and transfer the company’s shares at a price lower than the issue price within two years after the expiration of the company’s stock lock-in period, I will publicly explain the specific reasons for the non performance in the general meeting of shareholders of the issuer and newspapers designated by the CSRC and apologize to shareholders and public investors. If I obtain income due to the non performance of the commitment, the income shall belong to the issuer, And will pay the aforesaid proceeds to the account designated by the issuer within 5 days of obtaining the proceeds; No reduction shall be made within 6 months from the date of failure to fulfill the above commitments; If losses are caused to the issuer or other investors due to the non performance of commitments, it will be liable for compensation to the issuer or other investors according to law.
If I should start but fail to start the stock price stabilization plan, I will use my own funds (including but not limited to the dividends from the company) to compensate the direct losses suffered by the company and investors due to relying on the commitments of the above plan; Before completely eliminating the adverse effects caused by the failure to fulfill the above commitments, I shall not reduce my shares in the company in any way; Before he completely eliminates the adverse effects of his failure to fulfill the above commitments, he shall not ask the company to increase his salary or allowance in any way, and shall not accept the increased salary or allowance paid by the company in any form.
If I violate the promise that the stock dilution immediate return filling measures can be effectively fulfilled, I will publicly explain and apologize in the general meeting of shareholders and newspapers designated by the CSRC; Undertake the liability for compensation to the company and / or shareholders according to law; Unconditionally accept the punishment or relevant regulatory measures imposed on me by the CSRC and / or Shanghai Stock Exchange in accordance with the relevant regulations and rules formulated or issued by them.
2. As senior managers of the company, Wang Songzhou and Berlin promise:
① Within 12 months from the date when the company’s shares are listed and traded on the stock exchange, I will not transfer or entrust others to manage the shares I directly or indirectly held before the initial public offering of the company, nor will the company repurchase such shares;
② During my tenure as a director / Senior Manager of the company, I will report to the company the company’s shares and their changes as required. After the expiration of the lock up period, during my tenure, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by me. If I declare my resignation, I will not transfer the shares of the company directly or indirectly held by me within six months after resignation;
③ If the shares issued before the initial public offering of the company held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of the initial public offering of the company (in case of ex rights and ex dividend, corresponding adjustment shall be made, the same below);
④ If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within six months from the date of the company’s initial public offering and listing on the stock exchange, or the closing price of the company’s shares is lower than the issue price at the end of six months after listing, the lock-in period of the company’s shares held by me shall be automatically extended for six months;
⑤ If I resign before the expiration of the term of office of the Director / Senior Manager, during the term of office determined at the time of taking office and within six months after the expiration of the term of office, the shares I transfer each year shall not exceed 25% of the total shares of the company held by me;
⑥ If I acquire the company’s shares due to my participation in the company’s share issuance in 2016, I will lock up the shares for 36 months from the date when they are registered in my name. After the expiration of the lock up period of 36 months, I will continue to hold the shares for one year. During the above period, I will not transfer or entrust others to manage this part of the shares, nor use it in any way for guarantee or debt repayment, nor for exchange or gift; If the shares obtained by converting capital reserve into share capital and distributing stock dividends occur within the above period, the above locking arrangement shall also apply.
(1) I fully perform my obligations and responsibilities under the stock price stabilization plan in strict accordance with the relevant requirements of the stock price stabilization plan.
(2) If I hold the company’s shares at that time, I will vote in favor of the relevant share repurchase proposal at the general meeting of shareholders deliberating the share repurchase proposal.
(3) If I fail to take specific measures to stabilize the stock price in accordance with the above plan when the preconditions for starting the stock price stabilization measures are met, I agree to take the following restrictive measures:
① I will publicly explain the specific reasons for not taking the above measures to stabilize the stock price in the general meeting of shareholders of the company and the newspapers designated by the China Securities Regulatory Commission, and apologize to the shareholders of the company and the public investors;
② I will stop receiving salary (if any) or allowance (if any) and shareholder dividends (if any) from the company within 10 trading days from the date of the occurrence of the above events until I take corresponding measures to stabilize the stock price and complete the implementation in accordance with the provisions of the above plan.
If I violate the commitment of the stock lock-in period and transfer the company’s shares at a price lower than the issue price within two years after the expiration of the company’s stock lock-in period, I will publicly explain the specific reasons for the non performance in the general meeting of shareholders of the issuer and newspapers designated by the CSRC and apologize to shareholders and public investors. If I obtain income due to the non performance of the commitment, the income shall belong to the issuer, And will pay the aforesaid proceeds to the account designated by the issuer within 5 days of obtaining the proceeds; No reduction shall be made within 6 months from the date of failure to fulfill the above commitments; If losses are caused to the issuer or other investors due to the non performance of commitments, it will be liable for compensation to the issuer or other investors according to law.
If I should start but fail to start the stock price stabilization plan, I will use my own funds (including but not limited to the dividends from the company) to compensate the direct losses suffered by the company and investors due to relying on the commitments of the above plan; Before completely eliminating the adverse effects caused by the failure to fulfill the above commitments, I shall not reduce my shares in the company in any way; Before he completely eliminates the adverse effects of his failure to fulfill the above commitments, he shall not ask the company to increase his salary or allowance in any way, and shall not accept the increased salary or allowance paid by the company in any form.
If I violate the promise that the stock dilution immediate return filling measures can be effectively fulfilled, I will publicly explain and apologize in the general meeting of shareholders and newspapers designated by the CSRC; Undertake the liability for compensation to the company and / or shareholders according to law; Unconditionally accept the punishment or relevant regulatory measures imposed on me by the CSRC and / or Shanghai Stock Exchange in accordance with the relevant regulations and rules formulated or issued by them.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
(III) whether it is a non-profit company at the time of listing, and its controlling shareholders, actual controllers, directors, supervisors and senior managers plan to reduce their pre IPO shares □ yes √ no
(IV) other matters required by the exchange are not applicable. III. reduction of shares held by controlling shareholders or actual controllers before the initial public offering
Whether the controlling shareholder or actual controller intends to reduce the shares before the IPO □ yes √ no
4、 Risk tips related to the reduction plan of centralized bidding (I) uncertainty risk of the implementation of the reduction plan
This share reduction plan is a share reduction plan conducted by shareholders according to their own capital needs. During the reduction period, the above shareholders will decide whether to implement and how to implement this share reduction plan according to market conditions, company stock price and other factors. The quantity and price of share reduction are uncertain. The share reduction plan will not have a significant impact on the corporate governance structure and sustainable operation. (II) whether the implementation of the reduction plan may lead to the risk of change in the control of the listed company □ yes √ no (III) other risk tips
1. The reduction plan complies with the securities law of the people’s Republic of China, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the listing of shares on the science and Innovation Board of Shanghai Stock Exchange
