Securities code: 002686 securities abbreviation: Zhejiang Yilida Ventilator Co.Ltd(002686) Announcement No.: 2022-002 Zhejiang Yilida Ventilator Co.Ltd(002686)
Suggestive announcement on the implementation progress of the reduction of the company's shares by shareholders holding more than 5% of the company's shares and the agreed transfer of some of the company's shares and changes in equity
Mr. Zhang Qizhong, a shareholder holding more than 5% of the company's shares, 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:
1. On January 17, 2022, Mr. Zhang Qizhong, the shareholder of Zhejiang Yilida Ventilator Co.Ltd(002686) (hereinafter referred to as "the company" or " Zhejiang Yilida Ventilator Co.Ltd(002686) "), sold 11324700 tradable shares of the company with unlimited conditions through the block trading system of Shenzhen Stock Exchange, accounting for about 2% of the total share capital of the company.
2. On January 18, 2022, Mr. Zhang Qizhong, the shareholder of the company, signed the share transfer agreement with Shanghai Muxin Asset Management Co., Ltd. - Muxin Xingjin No. 3 private securities investment fund (hereinafter referred to as "Muxin Xingjin No. 3"), and Mr. Zhang Qizhong transferred Zhejiang Yilida Ventilator Co.Ltd(002686) 30263000 non tradable shares to Muxin Xingjin No. 3, accounting for about 5.345% of the total share capital of the company. 3. Before the transfer of this agreement, Muxin Xingjin No. 3 did not hold shares of the company; After the transfer of this agreement, Muxin Xingjin No. 3 holds 30263000 shares of the company, accounting for about 5.345% of the total share capital of the company.
4. For this transfer, it is still necessary to apply to Shenzhen stock exchange for examination of agreement transfer and register the transfer of shares with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
5. If all parties to the transaction fail to strictly perform their respective obligations in accordance with the agreement, there is still uncertainty whether the transfer of this agreement can be finally completed. Please pay attention to the investment risk.
1、 Progress of share reduction
On December 31, 2021, the company disclosed the pre disclosure announcement on the reduction of shares held by shareholders holding more than 5% (Announcement No.: 2021-050), and pre disclosed the share reduction plan of Mr. Zhang Qizhong, a shareholder holding more than 5%. Mr. Zhang Qizhong plans to reduce his holdings of no more than 5662391 shares (accounting for 1% of the total share capital of the company) through centralized bidding within 6 months after 15 trading days from the date of announcement disclosure (i.e. January 24, 2022 to July 23, 2022); Within 6 months after 3 trading days from the date of announcement disclosure (i.e. from January 6, 2022 to July 5, 2022), the reduction of shares by block trading shall not exceed 11324782 shares (accounting for 2% of the total share capital of the company). (if the company has any share changes such as share distribution, conversion of capital reserve to share capital during the implementation of the share reduction plan, the above-mentioned share reduction plan will be adjusted accordingly). For details, please refer to http://www.cn.info.com.cn Relevant announcements on.
On January 17, 2022, Mr. Zhang Qizhong sold 11324700 shares of the company's tradable shares with unlimited conditions through the block trading system of Shenzhen Stock Exchange, accounting for about 2% of the company's total share capital. (I) description of shareholders' reduction
1. Share reduction by shareholders
Shareholder name reduction method reduction price during Reduction Reduction Reduction number of shares reduction proportion
Zhang Qizhong's block trading on January 17, 2022: RMB 6 / share 11324700 shares 2%
2. Shareholding of shareholders before and after the reduction
Shares held before this reduction and shares held after this reduction
Name of shareholder and nature of shares
Proportion of shares (shares) to total share capital proportion of shares (shares) to total share capital
Unlimited sales conditions
Zhang Qizhong 47250000 8.345% 35925300 6.345%
shares
(II) other relevant instructions
1. The implementation of Mr. Zhang Qizhong's share reduction plan complies with the securities law, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, 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, regulations and rules of the company, and has timely fulfilled the obligation of information disclosure.
2. Mr. Zhang Qizhong's share reduction has been pre disclosed. The implementation of this share reduction is consistent with the previously disclosed share reduction plan and the previously disclosed intention and commitment of Mr. Zhang Qizhong. As of the disclosure date of this announcement, the bulk trading part of Mr. Zhang Qizhong's share reduction plan has been implemented.
3. Mr. Zhang Qizhong is not the controlling shareholder and actual controller of the company. The implementation of the reduction plan will not lead to the change of the company's control right and will not have a significant impact on the company's governance structure and sustainable operation.
2、 Transfer of agreement
On January 18, 2022, the company received a notice from the shareholder Mr. Zhang Qizhong, who signed No. 3 contract with mu xinxingjin
After this equity change, Mr. Zhang Qizhong holds 5662300 shares of the company, accounting for about 1% of the total share capital of the company, and Muxin Xingjin No. 3 holds 30263000 shares of the company, accounting for about 5.345% of the total share capital of the company.
(I) basic information of both parties to the transfer
1. Basic information of Transferor
Name: Zhang Qizhong
Gender: Male
Nationality: Chinese
ID number: 332603196808065737
Mailing address: No. 2, Zhejiang Yilida Ventilator Co.Ltd(002686) Road, Hengjie Town, Luqiao District, Taizhou City, Zhejiang Province
Whether to obtain the right of abode in other countries or regions: Yes (Australia)
2. Basic information of the transferee
Company name: Shanghai Muxin Asset Management Co., Ltd. - Muxin Xingjin No. 3 private securities investment fund
Nature of enterprise: limited liability company
Registered address / mailing address: room 5809, building 2, No. 1800, Panyuan Road, Changxing Town, Chongming County, Shanghai
Registered capital: 10 million yuan
Legal representative: Zhang Jieping
Unified social credit Code: 913102303121206851
Business scope: asset management, investment management
Date of establishment: August 8, 2014
Operating period: August 8, 2014 to August 7, 2034
Equity structure: Zhang Jieping (30%), Duan Zuoyong (50%), Zheng Zhiping (10%), Shanghai Mingxi Asset Management Co., Ltd. (10%)
(II) Shareholding of shareholders before and after this equity change
Before and after this equity change, the number and proportion of Zhejiang Yilida Ventilator Co.Ltd(002686) shares held by the trading parties:
Shareholding before this equity change shareholding after this equity change
Name of shareholder / nature of shares number of shares held
Shareholding ratio shareholding ratio (share) (share)
Zhang Qizhong unlimited circulation 35925300 6.345% 5662300 1%
Muxin Xingjin No.3 shares 0% 30263000 5.345%
According to the relevant provisions of the measures for the administration of the acquisition of listed companies, the information disclosure obligors related to this equity change will perform the information disclosure obligations in accordance with the provisions.
(III) main contents of equity transfer agreement
1. Subject of agreement
Party A (transferor): Zhang Qizhong
Party B (transferee): Shanghai Muxin Asset Management Co., Ltd. - Muxin Xingjin No. 3 private securities investment fund
Manager: Shanghai Muxin Asset Management Co., Ltd
2. Transfer object, transfer method and price
Subject shares: 30263000 pre IPO restricted shares of Zhejiang Yilida Ventilator Co.Ltd(002686) (Stock Code: 002686) held by Party A that have been lifted, accounting for about 5.345% of the total share capital of Zhejiang Yilida Ventilator Co.Ltd(002686) .
Transfer method: Party B agrees to pay for the transfer of the above subject shares in accordance with the terms and conditions agreed in this agreement.
Transfer price and total price: the price is 5.97 yuan / share, the number of transferred 30263000 shares, and the total transfer price is 180670110 yuan.
3. Payment arrangements
The transferor agrees that the transferee may pay the share transfer price in batches. The transferee shall pay the first share transfer price of RMB 30000000 to the transferor's collection account within 5 working days after the issuance of the confirmation of Shenzhen Stock Exchange, and the remaining transfer price shall be paid to the transferor's collection account within 90 natural days after the registration and transfer of the subject shares to the transferee's securities account.
(IV) other relevant instructions
1. The transfer of this Agreement does not violate the securities law, the measures for the administration of the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, 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, regulations and rules of the company, There is no violation of the commitments still being performed due to the transfer of this agreement.
2. For the transfer of shares under this agreement, it is still necessary to apply to Shenzhen stock exchange for examination of the transfer of shares under this Agreement and to register the transfer of shares with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. It is uncertain whether the transfer of shares under this agreement can be finally completed. Please pay attention to the investment risks. The company will pay close attention to the progress of the transfer of this Agreement and urge all parties to the transaction to timely perform the obligation of information disclosure in accordance with the requirements of relevant laws and regulations.
3、 Impact of this equity change on the company
This equity change will not lead to changes in the company's shareholders and actual controllers, and will not have an impact on the company's daily operation and management.
4、 Commitments and performance of shareholders
Mr. Zhang Qizhong promised at the initial public offering and listing of the company:
1. Within 36 months from the date of listing of the company's shares, the company shall not transfer or entrust others to manage the company's shares directly or indirectly held by it, nor shall the company repurchase such shares.
2. During the term of office, the shares transferred each year shall not exceed 25% of the total number of shares held by the company. The shares held by the company shall not be transferred within half a year after resignation. Within 12 months after six months after declaration of resignation, the company's shares shall be listed and sold through the stock exchange, and the proportion of the company's shares in the total number of shares held by the company shall not exceed 50%. After the expiration of the commitment period, the above shares can be listed, circulated and transferred.
3. (1) my immediate family members and the companies and enterprises controlled by me and my immediate family members are not engaged in the same or similar business with the company or its subsidiaries, branches, joint ventures or associates or other enterprises, and there is no horizontal competition with the company; (2) During the period of being the controlling shareholder and actual controller of the company, I and my immediate family members will not establish a subsidiary engaged in the same or similar business as the company; (3) Promise not to use the position of controlling shareholder and actual controller to damage the interests of the company and other shareholders.
4. Commit not to reduce the company's shares through the secondary market in the next six months from July 10, 2015.
As of the disclosure date of this announcement, Mr. Zhang Qizhong has strictly fulfilled the above commitments and has not reduced his shares in the company during the share lock-in period.
5、 Documents for future reference
1. Equity transfer agreement signed by Zhang Qizhong and Shanghai Muxin Asset Management Co., Ltd. - Muxin Xingjin No. 3 private securities investment fund
2. Zhejiang Yilida Ventilator Co.Ltd(002686) simplified equity change report (I)
3. Zhejiang Yilida Ventilator Co.Ltd(002686) simplified equity change report (II)
It is hereby announced.
Zhejiang Yilida Ventilator Co.Ltd(002686) board of directors January 18, 2022
