Securities code: 002445 securities abbreviation: Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) Announcement No.: 2022-002
Jiangyin Zhongnan Heavy Industries Co.Ltd(002445)
Suggestive announcement on the proposed reduction of shares by shareholders holding more than 5% of the company
Tongling Zhifang enterprise management center (limited partnership), a shareholder holding more than 5%, 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.
Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) (hereinafter referred to as “the company” or ” Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) “) received the notice of share reduction plan sent by Tongling Zhifang enterprise management center (limited partnership) (hereinafter referred to as “Tongling Zhifang”), the shareholder holding more than 5% of the company, on January 18, 2022. Tongling Zhifang plans to reduce its holdings of the company’s shares by means of centralized competitive trading within three months after 15 trading days from the date of disclosure of the announcement, and by means of block trading within three months after three trading days from the date of disclosure of the announcement, The total reduction of the company’s shares held by centralized bidding and / or block trading shall not exceed 71749800 shares (accounting for about 3.00% of the company’s total share capital), of which the reduction by centralized bidding shall not exceed 1.00% in 90 consecutive days and the reduction by block trading shall not exceed 2.00% in 90 consecutive days. The proposed reduction is as follows:
1、 Shareholding of shareholders
As of the disclosure date of this announcement, the number of Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) shares held by Tongling Zhifang is 137618098 shares, accounting for 5.75% of the total share capital of Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) , and the source of shares is bankruptcy reorganization distribution. At present, 116975383 shares of the company held by Tongling Zhifang are still pledged, accounting for 4.89% of the total share capital of the company.
2、 Main contents of this reduction plan
1. Name of reducing shareholder: Tongling Zhifang enterprise management center (limited partnership)
2. Reasons for reduction: business needs
3. Source of shares: shares distributed in bankruptcy reorganization
4. Number and proportion of shares to be reduced: according to the current total share capital of Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) , the total number of shares to be reduced is expected to be no more than 71749800 shares, that is, no more than 3.00% of the total share capital of Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) (if there are share changes such as share giving and capital reserve conversion to share capital during Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) , the number shall be adjusted accordingly). Among them, the total number of shares reduced through centralized bidding trading in the stock exchange within any continuous 90 days shall not exceed 1.00% of the total number of Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) shares. The total number of shares reduced through block trading within any consecutive 90 days shall not exceed 2.00% of the total number of Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) shares.
5. Reduction period: three months after 15 trading days from the date of disclosure of the announcement
Securities code: 002445 securities abbreviation: Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) Announcement No.: 2022-002
During the period, block trading shall be conducted within three months after three trading days from the date of announcement. Except for the time when the reduction cannot be carried out according to laws and regulations.
6. Reduction price range: determined according to the market price.
7. Reduction method: centralized bidding trading and / or block trading of the exchange,
In addition to the above, there are no other arrangements for this reduction.
3、 Commitments
In this reduction, Tongling Zhifang has no concerted action. Tongling Zhifang has promised not to transfer Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) within 12 months from the date when the shares are registered in the name of Tongling Zhifang, and the commitment has expired on January 14, 2022. Up to now, the commitment has been fulfilled, there has been no violation of the commitment, and Tongling Zhifang has not reduced its Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) shares.
4、 Other relevant instructions
1. Tongling Zhifang’s reduction will strictly abide by the securities law, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations.
2. Tongling Zhifang is not the controlling shareholder or actual controller of the company. The share reduction plan will not have a significant impact on Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) governance structure, equity structure and future sustainable operation, nor will it lead to changes in Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) control.
3. Tongling Zhifang will decide whether and how to implement the share reduction plan in combination with market conditions, share price performance and relevant regulations. There is uncertainty in the actual reduction quantity and price. 4. Tongling Zhifang guarantees that the information described in the notification letter of share reduction plan provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
5. The company will urge Tongling Zhifang to perform its follow-up information disclosure obligations in accordance with the provisions of the securities law, the measures for the administration of the acquisition of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations, rules and regulations.
5、 Documents for future reference
Notification letter of share reduction plan issued by Tongling Zhifang.
It is hereby announced.
Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) board of directors January 19, 2022
