Securities code: 603138 securities abbreviation: Beijing Vastdata Technology Co.Ltd(603138) Announcement No.: 2022-005 Beijing Vastdata Technology Co.Ltd(603138)
Announcement on share reduction plan of controlling shareholders and actual controllers
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Basic information of shareholders’ shareholding
Mr. Chen Zhimin, the controlling shareholder and actual controller of Beijing Vastdata Technology Co.Ltd(603138) (hereinafter referred to as “the company”), holds 73462554 shares of the company, accounting for 25.93% of the total share capital of the company, and Ms. Zhu Huawei, the controlling shareholder and actual controller, holds 64562106 shares of the company, accounting for 22.79% of the total share capital of the company. The above shareholders are persons acting in concert with each other, holding 138024660 shares of the company, accounting for 48.72% of the total share capital of the company. The above shares come from the shares obtained before the company’s initial public offering and listing and the shares obtained by converting capital reserve into share capital. The above shares have been lifted and listed for circulation on March 6, 2020.
Main contents of share reduction plan
Mr. Chen Zhimin and Ms. Zhu Huawei, the controlling shareholder and actual controller of the company, intend to reduce their holdings of no more than 6842411 shares of the company by means of centralized bidding and block trading, that is, no more than 2.42% of the total share capital of the company and no more than 4.96% of the total shares of the company. If the shares are reduced through centralized bidding trading, the total amount of shares to be reduced within any continuous 90 days within six months after 15 trading days from the date of disclosure of the announcement of the reduction plan shall not exceed 1% of the total share capital of the company; If the shares are reduced through block trading, the total amount of shares to be reduced within any consecutive 90 days within six months after three trading days from the date of disclosure of this reduction plan shall not exceed 2% of the total share capital of the company. The reduction price (in case of ex rights and ex interests due to the distribution of cash dividends, shares, conversion of share capital, issuance of new shares and other reasons, it shall be adjusted accordingly in accordance with relevant regulations) shall not be lower than the issuance price of IPO shares.
If the company has any share change during the reduction period, such as share distribution, conversion of capital reserve to share capital, the number of shares reduced
Adjust accordingly. During the window period and other specified in relevant laws, administrative regulations and normative documents, it shall not
No reduction of shares during the reduction period.
The company received Mr. Chen Zhimin and Ms. Zhu Huawei, the controlling shareholder and actual controller, on January 19, 2022
The notification letter on the proposed reduction of Beijing Vastdata Technology Co.Ltd(603138) shares issued by Shi is hereby made public
The report is as follows:
1、 Basic information of the reducing entity
Shareholder name shareholder identity shareholding number (shares) shareholding proportion current shareholding source
Chen Zhimin obtained more than 5% of the first 73462554 shares before IPO: 21351776 shares
Obtained by major shareholders in other ways: 52110778 shares
Zhu Huawei more than 5% of the first 64562106 22.79% obtained before IPO: 9636532 shares
Obtained by major shareholders in other ways: 54925574 shares
There are persons acting in concert with the above reduction subjects:
Name of shareholders number of shares (shares) shareholding proportion reason for formation of concerted action relationship
Article 7 Chen Zhimin 73462554 is 25.93% husband and wife, and is the controlling shareholder and actual controller of the company
I. Zhu Huawei 64562106 22.79% husband wife relationship, both controlling shareholders and actual controllers of the company
Combined total 138024660 48.72% –
Share reduction of major shareholders and persons acting in concert in the past 12 months
Number of shareholders’ holdings reduction ratio reduction price range during the reduction period disclosure date of previous reduction plan
Weigh (share) example (yuan / share)
Chen Zhimin 3974224 1.40% 2021 / 4 / 26 ~ 10.50-13.47 March 13, 2021
2021/8/20
Zhu Huawei 10008870 3.53% 2021 / 4 / 21 ~ 9.49-11.91 March 13, 2021
2021/8/24
2、 Main contents of share reduction plan
Shareholder name planned reduction number planned reduction competitive trading reduction and proposed reduction of shareholding
Weighting (share) holding proportion reduction method holding period price share source reason range for proposed reduction
Not more than: not more than: reduction in competitive trading, not more than 2.00% of Chen Zhimin’s 5665635 shares taken before IPO in the market on February 17, 2022; reduction in joint stock block trading such as 5665635 shares ~ share pledge ratio at the price, not more than personal capital on August 15, 2022
Over: 5665635 shares required
No more than: reduction in competitive trading, no more than 2022 / 2 / 17 reduction in equity quality, Zhu Huawei no more than: 1176776 shares ~ 0.42% reduction in block trading according to the pre IPO pledge ratio in the market, Personal capital not exceeding the price of 2022 / 8 / 15: 1176776 share capital needs
Note: the reduction period of block trading is from January 25, 2022 to July 23, 2022.
（1） Whether the relevant shareholders have other arrangements □ yes √ no
（2） The major shareholders and the directors, supervisors and senior executives had previously made comments on the shareholding ratio, number of shares held, shareholding period, reduction method and reduction method
Whether the holding quantity, reduction price, etc. are promised √ yes □ no
1. The controlling shareholders and actual controllers of the company, Chen Zhimin and Zhu Huawei, promise: (1) from the issuer
It shall not transfer or entrust others to manage its shares of the issuer within 36 months from the date of listing, nor shall it be
The issuer repurchases the shares; (2) Intends to reduce its holdings within 2 years after the expiration of the above share locking commitment period,
The reduction price shall not be lower than the issue price (in case of ex right and ex interest, the above price shall be adjusted accordingly); (3) Issuer listing
If the closing price of the issuer’s shares is lower than the issue price for 20 consecutive trading days within 6 months after listing, or
If the closing price at the end of the 6-month period is lower than the issuing price, the lock-in period of the issuer’s shares held by me will be automatically extended for 6 months;
(4) Shares transferred annually during the period of serving as a director or senior manager of the issuer after the expiration of the above lock up period
Not more than 25% of the total shares of the issuer held by it; Within half a year after his resignation, he shall not transfer the issued shares held by him
Shares of the issuer; The number of shares of the issuer sold through the stock exchange within 12 months after six months of resignation
The amount of shares shall not account for more than 50% of the total number of shares of the issuer held by it.
2. Chen Zhimin and Zhu Huawei, the shareholders holding more than 5% of the company’s shares, expressed their opinions on the shareholding of the company after its listing
The commitment to and reduction intention are as follows: after the issuer’s initial public offering and listing, its lock-in period expires
After that, it can reduce its shares of the issuer as needed, and the shares will be issued by the issuer three trading days before the reduction
According to the share reduction plan, the specific arrangements for share reduction within two years from the date of expiration of the lock-in period are as follows:
(1) Reduction quantity
Without affecting the control right of the company, it does not violate my commitments when the company makes an initial public offering of shares
Within 12 months after the expiration of the lock up period of the company’s shares held by me, I
The number of shares held by the company shall not exceed 15% of the total shares held by the company; In my company
Within the 13th to 24th months after the expiration of the stock lock up period, the number of shares I hold in the company shall not exceed 15% of the total shares I hold in the company at the beginning of the 13th month after the expiration of the stock lock up period.
(2) Reduction mode
Reduce the shares through block trading, centralized bidding or other legal means. However, if I expect the total number of shares publicly transferred in the next month to exceed 1% of the total number of shares of the company, I will transfer the shares only through the block trading system of the stock exchange.
(3) Reduction price
If the shares held are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within six months after the issuer’s listing, or the closing price at the end of six months after listing is lower than the issue price, the lock-in period of holding the issuer’s shares will be automatically extended for six months. If the company has ex right and ex dividend behaviors such as profit distribution or distribution of shares after listing, the above issue price is the price after ex right and ex dividend. The calculation formula of issue price adjustment shall refer to the relevant provisions of the trading rules of Shanghai Stock Exchange. (4) Reduction period
Six months from the date of announcement of the reduction plan. After the expiration of the reduction period, if I intend to continue to reduce my shares, I need to announce the reduction plan again.
(5) Restraint measures
If the company’s shares are reduced in violation of the above commitments or legal provisions, the proceeds from the illegal reduction shall belong to the company. If the illegal reduction income is not handed over to the company, the company has the right to withhold the cash dividend payable equal to the illegal reduction income that should be handed over to the company. If losses are caused to the company or other investors due to failure to fulfill the above commitments, I will be liable for compensation to the company or other investors according to law.
3. In order to strengthen investors’ confidence in listed companies, based on the principle of voluntariness, On January 6, 2021, Mr. Chen Zhimin and Ms. Zhu Huawei promised: “If the company’s non-public offering of A-Shares in 2020 is approved and successfully issued by the China Securities Regulatory Commission, on the basis of the specific arrangement I have made for the reduction of my shares within two years from the expiration of the lock-in period after the company’s initial public offering and listing: on the premise of no impact on the company’s control, on the expiration of the original commitment From, that is, within 12 months after March 5, 2022, the number of shares I hold in the company shall not exceed the number of shares I hold after the expiration of the original commitment
15% of the total shares of the company; Within the 13th to 24th months after the expiration of the original commitment, the number of shares I hold in the company shall not exceed 15% of the total shares I hold in the company at the beginning of the 13th month after the expiration of the original commitment.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
（3） Other matters required by the exchange
nothing
3、 Relevant risk tips
（1） Uncertainty risk of the implementation of the reduction plan
The share reduction plan is carried out by Mr. Chen Zhimin and Ms. Zhu Huawei due to the needs of personal funds. Mr. Chen Zhimin and Ms. Zhu Huawei will decide whether to implement or only partially implement the share reduction plan according to their own capital arrangements, stock market conditions, company stock price conditions, regulatory policy changes and other factors There is uncertainty in the quantity and price of reduction. Please pay attention to the investment risk.
（2） Whether the implementation of the share reduction plan may lead to the risk of change in the control of the listed company □ yes √ no
（3） Other risk tips
During the implementation of the share reduction plan, Mr. Chen Zhimin and Ms. Zhu Huawei will strictly abide by the company law of the people’s Republic of China, the securities law of the people’s Republic of China, some provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies issued by the CSRC, the stock listing rules of Shanghai Stock Exchange Relevant provisions of laws, regulations, departmental rules and normative documents such as the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shanghai Stock Exchange, and timely fulfill the obligation of information disclosure according to the actual situation and progress of this share reduction.
It is hereby announced.
Beijing Vastdata Technology Co.Ltd(603138) board of directors
