Securities code: 300213 securities abbreviation: Beijing Jiaxun Feihong Electrical Co.Ltd(300213) Announcement No.: 2022-002 Beijing Jiaxun Feihong Electrical Co.Ltd(300213)
Pre disclosure announcement on the reduction of shares held by major shareholders
Mr. Zheng Guixiang, the controlling shareholder and one of the actual controllers, guarantees 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:
Mr. Zheng Guixiang, the controlling shareholder and one of the actual controllers of Beijing Jiaxun Feihong Electrical Co.Ltd(300213) (hereinafter referred to as “the company”, “the company” or ” Beijing Jiaxun Feihong Electrical Co.Ltd(300213) “), holds 30938000 shares of the company, accounting for 5.21% of the total share capital of the company. It is planned to reduce the company’s shares by no more than 5900000 shares through legal means recognized by relevant laws and regulations such as centralized bidding or block trading, Accounting for no more than 1.01% of the total share capital of the company. If the company’s shares are reduced through centralized bidding trading, it will be carried out within 6 months after 15 trading days from the date of disclosure of the announcement of the reduction plan (February 15, 2022 to August 12, 2022); If the company’s shares are reduced by block trading, it will choose the opportunity within 6 months from the date of disclosure of the announcement of the reduction plan.
On January 17, 2022, the company received the notification letter on share reduction plan issued by Mr. Zheng Guixiang, the controlling shareholder and one of the actual controllers. In accordance with the Shenzhen Stock Exchange GEM Listing Rules, detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies, and several provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies issued by the CSRC, the relevant information is hereby announced as follows: I. Basic information of shareholders
1. Name of shareholder: Zheng Guixiang, the controlling shareholder of the company and one of the actual controllers.
2. Shareholding of shareholders: as of the disclosure date of this announcement, Mr. Zheng Guixiang held 30938000 shares of the company, accounting for 5.21% of the total share capital of the company.
2、 Main contents of this reduction plan
1. Reasons for the proposed reduction: at present, the company’s operation is stable, its strategic objectives are clear, the investment in its industry is stable, and the series of products and solutions of “intelligent command and dispatching whole industry chain” based on technologies such as “big data, artificial intelligence, mobile Internet, cloud computing and Internet of things” continue to be upgraded and applied, In particular, the strategic layout of industrial Internet related products has achieved initial results. 5g application related products and solutions in vertical industries are advancing steadily as planned, and the future development can be expected. In order to repay the personal stock pledge loan, further reduce the personal debt ratio, and then reduce the impact on the listed company, Mr. Zheng Guixiang plans to reduce some of the company’s shares through legal methods recognized by relevant laws and regulations such as centralized bidding or block trading.
2. Source of share reduction: shares issued before the company’s initial public offering and their breeding shares
3. Quantity and proportion of reduction: on the premise of complying with relevant laws and regulations, the proposed reduction of shares of the company shall not exceed 59000000 shares, accounting for no more than 1.01% of the total share capital of the company (Note: when calculating the proportion of shares to be reduced, the total share capital of the company excludes 11923913 shares in the special account for repurchase of the company). If the company has sent shares For changes such as the conversion of capital reserve into share capital, the above reduction amount shall be adjusted accordingly.
4. Reduction method: on the premise of complying with relevant laws and regulations, Mr. Zheng Guixiang plans to reduce his holdings through legal methods recognized by relevant laws and regulations such as centralized bidding or block trading.
5. Reduction period: if the company’s shares are reduced through centralized bidding trading, it will be carried out within 6 months after 15 trading days from the date of disclosure of the announcement of the reduction plan (February 15, 2022 to August 12, 2022); If the company’s shares are reduced by block trading, it will choose the opportunity within 6 months from the date of disclosure of the announcement of the reduction plan.
If centralized competitive bidding is adopted, the total number of shares reduced shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days; If block trading is adopted, the total number of shares reduced shall not exceed 2% of the total number of shares of the company within any continuous 90 natural days.
6. Reduction price: determined according to the market price and transaction mode at the time of reduction.
3、 Commitments and performance of shareholders to reduce their holdings in this plan
1. Initial public offering commitment
According to the company’s prospectus on IPO and GEM Listing and the announcement on IPO and gem listing, Mr. Zheng Guixiang made the following commitments:
(1) Within 36 months from the date of listing of the company’s shares, the company will not transfer or entrust others to manage the company’s shares directly or indirectly held before this issuance, nor will the company repurchase this part of the shares.
(2) After the expiration of the aforesaid lock-in period, during the period when I am a director, supervisor and senior manager of the company, the number of shares transferred each year shall not exceed 25% of the total number of shares of the company directly or indirectly held by him; And within six months after leaving the company, it will not transfer or entrust others to manage the shares of the company directly or indirectly held before the issuance.
2. Commitment of persons acting in concert
Mr. Lin Jing and Mr. Zheng Guixiang renewed the agreement on concerted action on June 28, 2021. The relevant contents of the agreement on concerted action are as follows:
(1) Lin Jing and Zheng Guixiang (hereinafter referred to as “both parties”) shall jointly exercise the rights of shareholders of the company when deciding on the daily operation and management of the company, especially when exercising the convening right, proposal right and voting right.
(2) Both parties shall conduct full consultation and communication before exercising the rights of shareholders of the company, especially the right to propose and vote, so as to ensure the smooth decision of concerted action; If necessary, a meeting of persons acting in concert shall be held to urge both parties to reach a decision to take concerted action.
(3) The directors of the company of both parties to the agreement shall fully communicate with the other party and reach an agreement before exercising their proposal rights and voting rights in various board meetings of the company on the company’s business decisions, nomination, appointment and removal of senior executives and other relevant matters, and shall take concerted action when exercising their proposal rights and voting rights in board meetings, Except those who need to be avoided according to the related party transaction management system.
(4) Both parties shall ensure to exercise shareholders’ rights and undertake shareholders’ obligations in accordance with the agreed actions.
(5) If both parties fail to reach an agreement on some issues such as the operation and management of the company, they shall make a decision on concerted action in accordance with the principle of majority shareholding, and both parties shall implement the decision in strict accordance with the decision.
(6) If either party transfers its shares in the company, it shall notify the other party in writing at least 30 days in advance.
(7) In case of matters not covered in the agreement or other matters related to the agreement, both parties shall negotiate for settlement and sign a supplementary agreement, which has the same legal effect as the agreement.
(8) The agreement is valid from the date of signing to September 30, 2022.
As of the disclosure date of this announcement, Mr. Zheng Guixiang has strictly fulfilled all the above commitments and has not violated the above commitments.
4、 Relevant risk tips and instructions
1. Since its listing, the company’s operation has been stable, and all businesses have been steadily promoted in accordance with the established strategy of the board of directors. The R & D and testing of relevant products and solutions for 5g applications in vertical industries are progressing well and are being carried out in an orderly manner as planned. As one of the founders, controlling shareholders and actual controllers of the company, Mr. Zheng Guixiang is highly consistent with the interests of the company and the majority of investors. If it is really necessary to actually reduce his holdings in order to repay his personal stock pledge loans and reduce his personal debt ratio, he will strictly abide by the company law, the securities law and the GEM Listing Rules of Shenzhen Stock Exchange Laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies, other relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, as well as the requirements of the company’s rules and regulations. At the same time, careful consideration will be given to the specific amount and time point of share reduction, To minimize the impact on the company’s share price.
2. The share reduction plan of Mr. Zheng Guixiang complies with the measures for the administration of the acquisition of listed companies, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and rules Business rules.
3. Mr. Zheng Guixiang will decide whether to implement the share reduction plan according to the market situation and the company’s share price. There is uncertainty about the reduction time and price, as well as whether to implement it on schedule. In case of actual reduction, Mr. Zheng Guixiang will disclose it as required according to the progress of the plan.
4. During the implementation of the reduction plan, the board of directors of the company will urge Mr. Zheng Guixiang to strictly abide by the securities law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and some provisions on the reduction of shares by shareholders, directors and supervisors of listed companies Fulfill the obligation of information disclosure in a timely manner in accordance with the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other laws, administrative regulations, departmental rules and normative documents.
5. The implementation of this share reduction plan will not lead to the change of the company’s control and will not have a significant impact on the company’s governance structure and sustainable operation. Please invest rationally and pay attention to investment risks.
5、 Documents for future reference
1. Notification letter on share reduction plan issued by Mr. Zheng Guixiang.
It is hereby announced.
Beijing Jiaxun Feihong Electrical Co.Ltd(300213) board of directors
January 17, 2022
