Securities code: 300512 securities abbreviation: Hangzhou Zhongya Machinery Co.Ltd(300512) Announcement No.: 2022-004 Hangzhou Zhongya Machinery Co.Ltd(300512)
Pre disclosure announcement on the reduction of shares held by senior managers of the company
The shareholder Jia Wenxin 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:
Hangzhou Zhongya Machinery Co.Ltd(300512) (hereinafter referred to as "the company") received the notification letter of share reduction plan from Jia Wenxin, the shareholder and vice president of the company, on January 17, 2022. Jia Wenxin, a senior manager of the company who holds 499972 shares of the company (accounting for 0.18% of the total share capital of the company after excluding the repurchased shares), plans to reduce no more than 124993 shares of the company (accounting for 0.05% of the total share capital of the company after excluding the repurchased shares) by means of centralized bidding within six months after 15 trading days from the date of disclosure of this announcement.
1、 Basic information of shareholders
Name of shareholder position number of shares (shares) in the total share capital of the company excluding repurchased shares
Jia Wenxin, vice president 499972 0.18%
2、 Main contents of this reduction plan
(I) the reason for the proposed reduction, share source, quantity, mode, proportion in the total share capital of the company, reduction period, price range and other specific arrangements.
1. Reason for reduction: personal capital demand.
2. Source of shares: shares issued before initial public offering.
3. Quantity of reduction and its proportion in the total share capital of the company: it is proposed to reduce no more than 124993 shares of the company (accounting for 0.05% of the total share capital of the company after excluding repurchased shares). During the reduction period, if the company has any share change such as share distribution and conversion of capital reserve into share capital, the upper limit of the reduction amount will be adjusted accordingly.
4. Reduction method and period: the reduction shall be conducted by means of centralized bidding within six months after 15 trading days from the date of disclosure of this announcement.
5. Reduction price: determined according to the market price at the time of reduction.
(II) relevant commitments and performance
Jia Wenxin, the shareholder of the company, promises that he will not transfer or entrust others to manage the issuer's shares directly or indirectly held before this issuance, nor will the issuer repurchase his shares within 12 months from the date of listing of the issuer's shares; If I intend to transfer the issuer's shares held directly or indirectly, the reduction price will not be lower than the issue price within 2 years after the expiration of the lock-in period (including the extended lock-in period). In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital of the issuer's shares during the above-mentioned period, the lower limit of the reduction price shall be adjusted accordingly; If the closing price of the issuer's shares is lower than the issue price for 20 consecutive trading days within 6 months after the issuer's listing, or the closing price of the issuer's shares is lower than the issue price at the end of 6 months after the issuer's listing (if that day is not a trading day, it is the first trading day after that day), the lock-in period of the issuer's shares held by the issuer will be automatically extended for 6 months. If the issuer's shares are subject to ex rights and ex interests such as dividend distribution, share distribution, conversion of capital reserve into share capital during the above-mentioned period, the issue price shall be adjusted accordingly.
Jia Wenxin, as a director, supervisor and senior manager who directly or indirectly holds the shares of the issuer, also promises that the commitment of restricted circulation and voluntary locking of shares will not be terminated due to his job change or resignation; After the end of the above lock up period, the shares transferred each year during my tenure shall not exceed 25% of the total number of shares of the issuer held by me, and I will not buy the shares of the issuer within 6 months after the sale, and I will not sell the shares of the issuer within 6 months after the purchase; Do not transfer the issuer's shares directly or indirectly held by me within six months after resignation; If he / she declares his / her resignation within 6 months from the date of initial public offering and listing, he / she shall not transfer the issuer's shares directly or indirectly held by him / her within 18 months from the date of declaration of resignation; In case of reporting resignation from the 7th month to the 12th month from the date of IPO listing, the issuer's shares directly and indirectly held by itself shall not be transferred within 12 months from the date of reporting resignation.
With regard to the implementation of the commitment to restrict the circulation of shares and voluntary lock-in, shareholder Jia Wenxin promised that he would actively take legal measures to fulfill the above commitments, voluntarily accept the supervision of regulatory authorities, the public and investors, and bear corresponding responsibilities according to law; In case of violation of the above commitments, the proceeds from illegal operations will belong to the issuer; If the proceeds from illegal operations are not handed over to the issuer, the issuer has the right to withhold the cash dividends payable equal to the amount of proceeds from illegal operations that should be handed over to the issuer.
The proposed reduction is consistent with Jia Wenxin's previously disclosed shareholding intention and commitment.
3、 Relevant risk tips
1. The shareholder Jia Wenxin will decide whether to implement the share reduction plan according to the market conditions and the company's share price. There is uncertainty about the time and price of this reduction plan, as well as whether it is completed on schedule. The company will disclose it according to the progress of the plan.
2. During the period of share reduction in accordance with the above plan, the company will urge the above shareholders to strictly abide by the securities law, the measures for the administration of the acquisition of listed companies, 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 several provisions on the reduction of shares by major shareholders and directors and supervisors of listed companies 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 relevant laws, regulations and provisions, and timely fulfill the obligation of information disclosure.
3. The implementation of the share reduction plan will not lead to the change of the company's control and will not affect the company's governance structure and sustainable operation.
4、 Documents for future reference
Notification letter of share reduction plan issued by shareholder Jia Wenxin.
It is hereby announced.
Hangzhou Zhongya Machinery Co.Ltd(300512) board of directors
January 18, 2022
