Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-007 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on the pre disclosure of shares to be reduced by the actual controller and senior managers
The shareholders Ms. Jing Jingping, Mr. Jing Jiang, Mr. Qi Jun, Ms. Zhu Xiaohua, Mr. Huang huaiming, Mr. Zou Bing, Mr. Xue Jian and Mr. Xu Huyi guarantee 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. Shareholders to be reduced: 8 actual controllers, directors, deputy general managers and supervisors of the company;
2. Total number of shares to be reduced: no more than 1999060 shares;
3. Proposed reduction method: centralized bidding and block trading;
4. Proposed reduction time: if the reduction is carried out through centralized bidding, it will be carried out within 6 months after 15 trading days from the date of disclosure and announcement of the reduction plan (no reduction in the window period); If the reduction is carried out through block trading, it will be carried out within 6 months after 3 trading days from the date of disclosure and announcement of the reduction plan (no reduction in the window period);
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”) has recently received the notification letter of share reduction plan issued by Ms. Jing Jingping, Mr. Jing Jiang, Mr. Qi Jun, Ms. Zhu Xiaohua, Mr. Huang huaiming, Mr. Zou Bing, Mr. Xue Jian and Mr. Xu Huyi. The relevant information is hereby announced as follows:
1、 Basic information of shareholders
Shareholder’s name shareholder’s identity share of the company’s total share capital share source
Proportion of total number (shares)
Jing Jingping actual controller, director and deputy general manager 7337728 4.17%
Manager before IPO
Actual controller and deputy general manager of Jingjiang 2109581 1.20% of issued shares and increased shares in the secondary market
179690, director and deputy general manager of Qi Jun’s capital reserve, converted 0.10% into share capital to obtain shares
Zhu Xiaohua director 84500 0.05%
Huang huaiming supervisor 52000 0.03% before IPO
Supervisor Xue Jian 52000 0.03% of issued shares and conversion of capital reserve into additional shares
Zou Bing, supervisor 39000, acquired 0.02% of the shares
Equity incentive shares, Xu Huyi, deputy general manager 31200, shares obtained by converting 0.02% capital reserve into share capital
Total 9885699 5.62%
Note:
1. The shares issued before the initial public offering held by the above shareholders have not been lifted, and the company will make a prompt announcement before the listing and circulation of these shares in accordance with the regulations;
2. Jing Jingping and Jing Jiang are persons acting in concert, and the above persons acting in concert have not reduced their shares of the company since the company was listed;
3. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding;
4. Directors Qi Jun and Zhu Xiaohua, supervisors Huang huaiming, Xue Jian and Zou Bing hold pre IPO shares of the company through limited partnership, as follows:
Name of shareholder number of shares (shares)
Qi Jun 173090
Zhu Xiaohua 78000
Huang huaiming 52000
Xue Jian 52000
Zou Bing 39000
2、 Main contents of this reduction plan
(I) relevant information of this reduction
1. Reasons for reduction: personal capital needs;
2. Sources of share reduction: shares issued before the initial public offering, equity incentive shares, increased shares in the secondary market, and shares obtained by converting capital reserve into share capital;
3. Number and proportion of shares to be reduced:
The number of shares to be reduced shall not exceed the number of shares to be reduced, the number of shares to be reduced shall not exceed the number of shares to be reduced
Name (share) proportion of total share capital of the company total number of shares held by the company
proportion
Jing Jingping 1467546 0.83% 20.00%
Jingjiang 421916 0.24% 20.00%
Qi Jun 44923 0.03% 25.00%
Zhu Xiaohua 21125 0.01% 25.00%
Huang Huai Ming 13000 0.01% 25.00%
Xue Jian 13000 0.01% 25.00%
Zou Bing 9750 0.01% 25.00%
Xu Huyi 7800 0.00% 25.00%
Total 1999060 1.14%
4. Reduction method: centralized bidding and block trading;
5. Reduction period: if the reduction is carried out through centralized competitive trading of Shenzhen Stock Exchange, it will be carried out within 6 months after 15 trading days from the date of announcement of the reduction plan, in which jingjingping and Jingjiang shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days, that is, 1761311 shares; The reduction of shares through block trading will be carried out within 6 months after 3 trading days from the date of announcement of the reduction plan, in which jingjingping and Jingjiang will not exceed 2% of the total shares of the company within any 90 consecutive natural days, that is, 3522622 shares; In case of the window period stipulated by laws and regulations, the shareholding shall not be reduced;
6. Reduction price range: determined according to the market price at the time of reduction;
7. During the planned reduction period, if the company implements share distribution, conversion of capital reserve into share capital, allotment and other share changes, the number and proportion of shares planned to be reduced by the above shareholders will be adjusted accordingly.
3、 Commitments related to share changes
(I) commitments made by the above shareholders in the company’s listing announcement
1. Commitment on share locking
(1) Jingjingping and Jingjiang, the actual controllers, promise that they will not transfer or entrust others to manage the company’s shares directly or indirectly held by themselves before the issuance, nor will the company repurchase such shares within 36 months from the date of listing of the company’s shares; As a director or senior manager of the company, after the expiration of the above statutory or voluntary lock-in period, the number of shares transferred each year during his term of office shall not exceed 25% of the total number of shares of the company directly or indirectly held by him; In case of resignation before the expiration of the term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him during the term of office determined at the time of taking office and within 6 months after the expiration of the term of office, and the shares of the company held by him shall not be transferred within 6 months after his resignation; If the shares held by me are reduced within two years after the expiration of the above 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 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company’s shares held by me will be automatically extended for 6 months. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly. I will abide by the provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shenzhen Stock Exchange and the 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. (2) Shareholders (Dong Jiangao holding partnership) Shanghai Weicheng and hengshifeng promise that the company, as a shareholder of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , will not transfer or entrust others to manage the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) shares directly or indirectly held by the company before the issuance, nor will Suzhou Hengmingda Electronic Technology Co.Ltd(002947) repurchase such shares within 36 months from the date of listing of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) . If the shares held by the enterprise are reduced within two years after the expiration of the above 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 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company’s shares held by the enterprise will be automatically extended for 6 months. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly.
2. Commitment on shareholding intention and reduction intention
(1) Jing Jingping, the shareholder holding more than 5% shares and the actual controller, promises that I intend to hold the company’s shares for a long time; If I intend to reduce my shares after the expiration of the lock-in period, I will carefully abide by the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on shareholder reduction, and carefully formulate the stock reduction plan in combination with the needs of the company to stabilize the stock price, carry out operation and capital operation; My reduction of shares of the company shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of stock exchange, block trading mode, agreement transfer mode, etc; If the shares held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex dividend matters, the above issue price shall be adjusted accordingly; Within two years after the expiration of the lock up period, the total number of shares of the company held by me shall not exceed 20% of the total number of shares held by me before this issuance. In case of any change in the company’s shares held by me due to the company’s distribution, capital reduction and share reduction, the amount of transferable shares shall be changed accordingly; Before I reduce my shares, I will make an announcement 3 trading days in advance, and timely and accurately perform the obligation of information disclosure in accordance with the rules of Shenzhen Stock Exchange, except when I hold less than 5% of the company’s shares; If I reduce my shares through centralized bidding trading in Shenzhen Stock Exchange, I shall report the reduction plan to Shenzhen Stock Exchange 15 trading days before the first sale, and make an announcement after filing with Shenzhen Stock Exchange; If I reduce my shares by means of centralized bidding transaction, the total number of shares reduced shall not exceed the shares of the company within any continuous 90 natural days
