Securities code: 688056 securities abbreviation: Beijing Labtech Instruments Co.Ltd(688056) Announcement No.: 2022-004 Beijing Labtech Instruments Co.Ltd(688056)
Suggestive announcement on the proposed liquidation and cancellation of Binzhou laiheng enterprise management partnership (limited partnership), the shareholder of the company
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Beijing Labtech Instruments Co.Ltd(688056) (hereinafter referred to as " Beijing Labtech Instruments Co.Ltd(688056) " or "the company") recently received a notice from the company's shareholder Binzhou Lai Zongheng enterprise management partnership (limited partnership) (hereinafter referred to as "Lai Zongheng"), and all partners of Lai Zongheng unanimously resolved to dissolve Lai Zongheng and carry out liquidation and cancellation. After cancellation, all partners of Lai Zongheng will inherit all the creditor's rights and debts of Lai Zongheng, inherit the Beijing Labtech Instruments Co.Ltd(688056) shares held by Lai Zongheng according to their respective equity ratio, and continue to fulfill the commitments made by Lai Zongheng in the process of Beijing Labtech Instruments Co.Ltd(688056) initial public offering of A-Shares and listing on the science and innovation board.
The details are as follows:
1、 Basic information of dissolution and cancellation of laizongheng
Lai Zongheng was established on October 28, 2021, with executive partner Yu Hao, and company address: 200m north of South Outer Ring Road, zhaiwang Town, Yangxin County, Binzhou City, Shandong Province. Business scope: general items: enterprise management; Enterprise management consulting; Information consulting services (excluding licensed information consulting services); Consulting and planning services; Socio economic advisory services.
As of the disclosure date of this announcement, Lai Zongheng holds 4160000 shares of the company's non tradable shares, accounting for 6.21% of the company's total share capital. The above shares are not subject to any right restrictions such as pledge and freezing. Lai Zongheng has held a partners' meeting, which has been unanimously voted by all partners and agreed to dissolve and cancel Lai Zongheng. After the cancellation of Lai Zongheng, all partners of Lai Zongheng will inherit all the creditor's rights and debts of Lai Zongheng, inherit the Beijing Labtech Instruments Co.Ltd(688056) shares they hold according to their respective equity ratio of Lai Zongheng, and continue to fulfill the commitments made by Lai Zongheng in the process of Beijing Labtech Instruments Co.Ltd(688056) initial public offering of A shares and listing on the science and innovation board.
The shares of the company held by Lai Zongheng are planned to be distributed as follows:
No. all laizongheng's corresponding shares in laizongheng account for the total shares of the company, and hold the position of laibertai partner's name share proportion (%) quantity (share) this proportion (%)
Director, finance 1 Yu Hao 34.4338 1432446 2.1380 person in charge, Secretary of the board of directors
Deputy general manager, 2 huangtujiang 10.5821 440215 0.6570 core technicians
Deputy general manager, 3 Deng Wanmei 10.5821 440215 0.6570 core technicians
Deputy general manager, 4 Ding Liangcheng 8.6561 360093 0.5375 core technicians
HR director 5 Liu Haixia 8.6561 360093 0.5375
Maintenance Engineering 6 Ma Hongxiang 5.7673 239919 0.3581 division and supervisor
Senior researcher 7 Zhang Xiaohui 4.0423 168160 0.2510, core technician
Sales Manager 8 treasure ruby 3.8519 160240 0.2392
Regional Manager 9 Zhu bin 3.8519 160240 0.2392
Operation director, 10 Wang Zhengqi 2.3147 96292 0.1437 chairman of the board of supervisors
Regional Manager 11 Hu Jianwen 2.3147 96292 0.1437
nothing
12 Tian Chunming 2.1734 90413 0.1349
Consumables manager 13 Ma Zhongqiang 1.3868 57691 0.0861
R & D Manager, 14 Xie Xingang 1.3868 57691 0.0861 core technicians
Total 100.0000 4160000 6.2090
Note: if the sum of the values of each sub item in the table is inconsistent with the mantissa of the total, it is caused by rounding.
2、 Other relevant instructions
(I) after the cancellation of laizongheng, the controlling shareholder and actual controller of the company will not change, and the corporate governance structure and sustainable operation will not be affected.
(II) Lai Zongheng made the following commitments in the company's prospectus for initial public offering and listing on the science and Innovation Board:
1. Commitments on sales restriction arrangement, voluntary lock-in of shares and extension of lock-in period
"(1) within 12 months from the date of listing of the issuer's shares, the issuer shall not transfer or entrust others to manage the shares directly and indirectly held by the company that have been issued before the issuer's initial public offering of a shares, nor shall the issuer repurchase such shares, nor shall it propose that the issuer repurchase such shares.
(2) With regard to the reduction of the company's direct and indirect holdings of the shares issued before the issuer's initial public offering of a shares, if there are other provisions on the transfer of shares held by the issuer by more than 5% in laws and regulations, the Listing Rules of Shanghai Stock Exchange and the business rules of Shanghai Stock Exchange, the company undertakes to abide by these other provisions.
(3) Within 6 months after the listing of the issuer, if the closing price of the issuer's shares for 20 consecutive trading days is lower than the issuing price of the initial public offering of a shares, or at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the closing price is lower than the issuing price of the initial public offering of a shares, The lock up period of the issuer's shares held by the company shall be automatically extended for 6 months; In case of ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, the above issuance price shall be adjusted accordingly.
(4) If the company violates the relevant contents of the commitment on the lock up period of shares, the proceeds therefrom shall belong to the issuer. The company shall deliver the relevant proceeds to the issuer within 20 days from the date of receiving the notice from the board of directors of the issuer that the company has violated the commitment on the share lock up period. "
2. Commitment on reduction intention
“（1） The company will implement relevant share restrictions in strict accordance with relevant laws, regulations and normative documents issued by competent departments such as securities regulatory authorities, self regulatory institutions and stock exchanges, as well as relevant commitments issued by the company on shareholding locking; During the relevant provisions of relevant laws, regulations and normative documents issued by competent departments such as securities regulatory authorities, self regulatory institutions and stock exchanges, as well as the sales restriction period specified in the company's share locking commitment, the company will not carry out any share reduction in violation of relevant provisions and share locking commitment.
(2) After the expiration of the share lock-in period, the company will determine whether to reduce the issuer's shares by comprehensively considering the capital demand, investment arrangement and other factors.
If the company determines to reduce the shares of the issuer according to law, it will reduce its shares in strict accordance with the then effective reduction rules issued by the securities regulatory authority, stock exchange and other competent departments, and fulfill the corresponding information disclosure obligations. (3) Reduction premise
① It is not under any of the following circumstances: the issuer or the company is suspected of securities and futures violations and crimes, during the investigation by the CSRC or the judicial organ, and less than 6 months after the administrative punishment decision and criminal judgment are made; The company has been publicly condemned by Shanghai stock exchange for violating the rules of Shanghai stock exchange for less than 3 months; Other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and the business rules of Shanghai Stock Exchange.
② After listing, if the issuer is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information, or is transferred to the public security organ according to law for the crime of fraudulent issuance or illegal disclosure or non disclosure of important information, which touches the delisting risk warning standard, from the date of making the relevant decision to the date of termination or resumption of listing of the issuer's shares, It is not allowed to reduce the shares held by the issuer.
(4) Reduction mode
It shall comply with the requirements of relevant laws and regulations and the rules of Shanghai Stock Exchange. The reduction methods include but are not limited to centralized bidding trading, block trading, agreement transfer, etc.
(5) Reduction price
Within 2 years after the expiration of share lock-in, if the company determines to reduce the shares of the issuer according to law, it will reduce the shares at a price not lower than the issuing price of the issuer's initial public offering of a shares. If the issuer has had ex rights and ex interests matters such as dividend distribution, share distribution, conversion of provident fund into share capital and share allotment from the initial public offering of A-Shares to the disclosure of the reduction announcement, the reduction price of the company shall be adjusted accordingly.
(6) Reduction quantity
① Where the shares are reduced by means of centralized competitive trading at the stock exchange, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer within any continuous 90 days.
② If block trading is adopted, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 days.
③ If the shares are reduced by agreement transfer, the transfer proportion of a single transferee shall not be less than 5% of the total shares of the issuer.
(7) Pre disclosure
If the shares are reduced through the centralized bidding trading of the Shanghai Stock Exchange, the reduction plan shall be reported to the Shanghai Stock Exchange and announced 15 trading days before the first sale of shares. The contents of the reduction plan shall include but not limited to: the number, source, reduction time interval, method, price interval, reduction reasons, etc. of the shares to be reduced, and the reduction time interval disclosed each time shall not exceed 6 months.
(8) Disclosure announcement
Within the reduction time range, the company shall disclose the progress of reduction when the reduction quantity is more than half or the reduction time is more than half. If the reduction of the company's holdings reaches 1% of the total shares of the issuer, it shall also make an announcement on the matter within 2 trading days from the date of the occurrence of the fact. Where the company reduces its shares through centralized competitive trading in Shanghai Stock Exchange, it shall announce the specific reduction within 2 trading days after the implementation of the share reduction plan or the expiration of the disclosed reduction time interval.
If the company violates the relevant commitment, any income obtained from the reduction will belong to the issuer. Upon receiving the notice of the company's violation of the commitment on share reduction issued by the board of directors of the issuer
