Securities code: 300592 securities abbreviation: Hunan Huakai Cultural And Creative Co.Ltd(300592) Announcement No.: 2022-005 Hunan Huakai Cultural And Creative Co.Ltd(300592)
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. Hunan Huakai Cultural And Creative Co.Ltd(300592) (hereinafter referred to as "the company" or " Hunan Huakai Cultural And Creative Co.Ltd(300592) ") the shares applied by Hunan shenlai Technology Co., Ltd. (hereinafter referred to as "shenlai technology") for lifting the restrictions on sales are the shares issued before the company's initial public offering, with a number of 12000000 shares, accounting for 4.1497% of the company's current total share capital; After the lifting of the restrictions, the actual number of shares that can be listed and circulated is 12000000, accounting for 4.1497% of the total share capital of the company;
2. The listing and circulation date of the restricted shares is Thursday, January 20, 2022.
1、 Overview of IPO issued shares
1. IPO of the company
The company has been approved by the reply on approving Hunan Huakai Cultural And Creative Co.Ltd(300592) initial public offering of shares (zjxk [2016] No. 3110) of China Securities Regulatory Commission and approved by the notice on listing of Hunan Huakai Cultural And Creative Co.Ltd(300592) RMB common shares on GEM (SZS [2017] No. 52) of Shenzhen Stock Exchange, On January 20, 2017, the company publicly issued 30.6 million RMB common shares (A shares) to the public, with a par value of 1 yuan per share and an issue price of 5.21 yuan per share.
2. Changes in share capital of the company after listing
Approved by the reply of China Securities Regulatory Commission on approving Hunan Huakai Cultural And Creative Co.Ltd(300592) to issue shares to purchase assets and raise supporting funds from Nanping Yanping mangliduo equity investment partnership (limited partnership) (zjxk [2021] No. 1964) and approved by Shenzhen Stock Exchange, Hunan Huakai Cultural And Creative Co.Ltd(300592) (hereinafter referred to as " Hunan Huakai Cultural And Creative Co.Ltd(300592) " or "the company") applies for registration of purchasing relevant assets by non-public offering of 144067253 RMB common shares to counterparties such as Nanping Yanping manlido equity investment partnership (limited partnership); It is agreed to issue 22727268 additional RMB ordinary shares (A shares) to 10 specific objects, with a par value of 1 yuan per share and an issue price of 22.00 yuan per share. The total amount of funds raised is 499999896.00 yuan. After deducting the issue expenses (excluding tax) of 25471693.22 yuan, the net amount of funds raised is 474528202.78 yuan. Including 22727268.00 yuan of paid in capital and 451800934.78 yuan of capital reserve (capital stock premium).
The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership), and the capital verification report tianjianyan [2021] No. 2-14 and capital verification report tianjianyan [2021] No. 2-23 have been issued on June 12, 2021 and July 15, 2021 respectively.
The total share capital of the company before issuing shares and paying cash to purchase assets and raising supporting funds is 122381100 shares, and the total share capital of the company after issuing shares and paying cash to purchase assets and raising supporting funds is 289175621 shares, The number of newly added shares after issuing shares and paying cash to purchase assets and raise supporting funds accounts for 57.6793% of the total share capital of the company after issuing shares and paying cash to purchase assets and raise supporting funds; Among them, 144067253 new shares issued by the company to Nanping Yanping mangliduo equity investment partnership (limited partnership) and other counterparties have been listed on July 2, 2021; A total of 22727268 shares were issued to 10 specific objects to raise supporting funds, which was listed on July 29, 2021.
As of the issuance date of this announcement, the total share capital of the company is 289175621 shares, including 14484568 senior management locked shares, accounting for 5.0089% of the total share capital of the company; The number of restricted shares before the IPO was 12000000, accounting for 4.1497% of the total share capital of the company; The number of restricted shares after the IPO was 166794521, accounting for 57.6793% of the total share capital of the company; The number of tradable shares without sale conditions is 95896532, accounting for 33.1620% of the total share capital of the company.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
(I) commitments made in the prospectus and listing announcement by the shareholders applying for lifting the restrictions on the sale of shares
1. Voluntary commitment
Shenlai technology, a related party of Zhou Xinhua, the controlling shareholder and actual controller of the company, promises that the company will not transfer or entrust others to manage the shares directly or indirectly held by the company before the initial public offering of the company within 36 months from the date of listing and trading of the company's shares, Nor will the company repurchase the shares issued before the initial public offering of Hunan Huakai Cultural And Creative Co.Ltd(300592) shares directly or indirectly held by the company;
In addition to the above commitments, the related party shenlai technology also undertakes:
(1) After the expiration of the above lock up period, during the period when the shareholders and their spouses of the company serve as directors, supervisors or senior managers of the company, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by the company; The shareholders and their spouses of the company shall not transfer the company's shares directly or indirectly held by the company within half a year after leaving the post of Hunan Huakai Cultural And Creative Co.Ltd(300592) director, supervisor or senior manager; If the company's shareholders and their spouses declare their resignation within 6 months from the date of listing of the company's initial public offering, they shall not transfer the company's shares directly or indirectly held by the company within 18 months from the date of declaration of resignation; If the company's shareholders and their spouses declare their resignation between the 7th month and the 12th month from the date of listing of the company's initial public offering, they shall not transfer the company's shares directly or indirectly held by the company within 12 months from the date of declaration of resignation.
(2) The declaration of shareholding change of the company's shares held by me will strictly comply with the relevant provisions of the company law of the people's Republic of China, the rules for the administration of shares and changes held by directors, supervisors and senior managers of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and other normative documents. (3) It will not give up the performance of the above commitments due to the job change or resignation of the related party shenlai technology shareholder.
Up to now, shenlai technology has not transferred or entrusted others to manage the shares directly or indirectly held by the company prior to the initial public offering of the company within 36 months from the date of listing and trading of the company's shares, and there is no violation of this commitment.
2. Shareholding and reduction intention, reduction price and commitment to extend locking
Shenlai technology, a related party of Zhou Xinhua, the controlling shareholder and actual controller of the company, promises:
(1) The company intends to hold the company's shares for a long time, and the Hunan Huakai Cultural And Creative Co.Ltd(300592) shares held by the company have no intention to reduce them within two years after the expiration of the lock-in period;
(2) If it intends to reduce its Hunan Huakai Cultural And Creative Co.Ltd(300592) shares two years after the expiration of the lock-in period, it will notify Hunan Huakai Cultural And Creative Co.Ltd(300592) and make an announcement five trading days in advance, and the reduction price shall not be lower than the issue price, and shall be handled in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Up to now, shenlai technology has not reduced its shares in the company within two years after the expiration of the lock up period, and there is no violation of this commitment.
3. Plan commitment to stabilize share price within three years after IPO
Plan of the issuer and its controlling shareholders, directors and senior managers on stabilizing the company's share price: within three years from the date of listing of the company's shares, if the closing price of the company's shares is lower than the company's latest audited net assets per share for 20 consecutive trading days, start the measures to stabilize the share price. (in case of ex rights and ex interests due to profit distribution, conversion of capital reserve into share capital, additional issuance, allotment of shares, etc., corresponding adjustments shall be made, the same below). After the company's share price triggers the conditions for stabilizing the share price, the implementation order of the measures for stabilizing the share price is as follows: (1) the controlling shareholders increase their holdings of the company's shares; (2) The company's directors (excluding independent directors) and senior managers increase their holdings of the company's shares; (3) The company repurchases its shares. Priority in the above measures: if the relevant entity fails to fulfill the specified obligations in accordance with the plan, or has fulfilled the corresponding obligations but has not realized that "the closing price of the company's shares is higher than the latest audited net assets per share for 20 consecutive trading days", the subsequent entity will be automatically triggered to implement the corresponding obligations.
Up to now, the commitment has been fulfilled, and there is no violation of the commitment.
(II) commitments on issuing shares, paying cash to purchase assets and raising supporting funds and related parties' related party transactions
1. Commitment on actual control of listed companies
Shenlai technology, a related party of Zhou Xinhua, the controlling shareholder and actual controller of the company, promises:
Within 36 months after the completion of this restructuring, the company will not entrust the voting rights of the shares of the listed company held by the company to others, will not give up the right to nominate directors and senior managers of the listed company, and will not assist or urge any party other than Zhou Xinhua to seek the status of controlling shareholder or actual controller of the listed company in any way.
This commitment shall come into force once made and shall be irrevocable. If the company violates the above commitments and causes losses to the listed company or investors, the company will be liable for compensation according to law.
Up to now, the commitment is still in the commitment period, the commitment is continuously valid and is being fulfilled, and there is no violation of the commitment.
2. Commitment to share lock up period
Shenlai technology, a related party of Zhou Xinhua, the controlling shareholder and actual controller of the company, promises:
Since Luo ye, the spouse of Zhou Xinhua, the controlling shareholder and actual controller of the company, was listed due to this acquisition
The company will not transfer the shares in any way within 18 months from the date of the company's shares (July 2, 2021)
Shares of the listed company directly or indirectly held before the acquisition; After the acquisition, due to the listed company
The shares derived from the distribution of stock dividends and the conversion of capital reserve shall also comply with the above locking rules
Row;
If the above commitment to lock up is inconsistent with the latest regulatory opinions of the securities regulatory authority, the enterprise agrees that at that time
Corresponding adjustments will be made in time according to relevant regulatory opinions. After the expiration of the above share lock period, it will be in accordance with China's
The relevant provisions of the CSRC and the Shenzhen Stock Exchange shall be implemented.
Up to now, the commitment is still in the commitment period, and the commitment remains valid and is being fulfilled without violation
Breach of the promise.
(III) the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments, and the company
The board of directors of the company will supervise the relevant shareholders to strictly abide by their commitments when selling shares, and continue to report in regular reports
Disclose the shareholders' performance of their commitment to share restriction.
(IV) the shareholders applying for lifting the restrictions on the sale of shares do not occupy the company's funds for non operation,
The company also has no illegal guarantee for the above shareholders.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation time of the shares released from the restriction is Thursday, January 20, 2022.
2. The number of restricted shares released this time is 12000000 shares, accounting for 4.1497% of the total share capital of the company.
3. Number of shareholders applying for lifting the restrictions on the sale of shares: 1;
4. The details of the lifting of restrictions on the sale and listing of shares are as follows:
Full name of sequential shareholders the restricted share capital held by the shareholders is released this time. The proportion of the shares released this time in the total number of actually available shares (shares) the number of shares (shares) the total share capital of the company note 1
1 Hunan shenlai Technology Co., Ltd. 12000000 4.1497% 12000000 note 2
Total 12000000 4.1497% 12000000
Note 1: when the above shareholders reduce the above shares, they shall comply with the provisions of the CSRC on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies
Several provisions on the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange
And other relevant provisions.
Note 2: the registered capital of shenlai technology is 16 million yuan, of which Mr. Zhou Xinhua holds 10 million yuan, accounting for 10% of shenlai technology
62.5000% of the total share capital; Ms. Wang Ping, Mr. Peng Hongye and Mr. He Zhiliang each hold 2 million yuan, accounting for shenlai technology
12.5000% of the total share capital. Among them, Ms. Wang Ping is the outgoing chairman of the board of supervisors of the company, and Mr. Peng Hongye is the outgoing director of the company,
Mr. He Zhiliang is the spouse of Ms. Li Huilian, the outgoing director, deputy general manager and chief financial officer of the company. According to the company law
And relevant commitments, the directors, supervisors and senior managers of the company after the share restriction is lifted shall transfer no more than 25% of the shares every year, and shall not transfer the shares of the company within six months after resignation (from August 12, 2021 to February 11, 2022).
4、 Change structure of share capital before and after the release of restricted shares for listing and circulation
