Securities code: 000425 securities abbreviation: Xcmg Construction Machinery Co.Ltd(000425) Announcement No.: 2022-5 Xcmg Construction Machinery Co.Ltd(000425)
Announcement on listing and circulation of restricted shares under share reform
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The actual number of restricted shares that can be listed and circulated this time is 261942 shares, accounting for 0.0033% of the total share capital. 2. The listing and circulation date of the restricted shares is Wednesday, January 26, 2022.
1、 Overview of split share structure reform plan
(I) key points of split share structure reform plan
Based on 213622600 shares of tradable shares, all non tradable shareholders shall implement the consideration arrangement according to the proportion of 3.2 shares for every 10 tradable shares registered on the date of share change registration, with a total of 68359232 shares arranged. The shares to implement the consideration arrangement shall be distributed by all non tradable shareholders according to the equity proportion, At the same time, the non tradable shares held by the non tradable shareholders of the company obtain the listing and circulation right.
(II) date and session of the general meeting of shareholders that adopted the split share structure reform plan on December 18, 2006, the company held a meeting of shareholders related to the split share structure reform and deliberated and adopted the split share structure reform plan.
(III) implementation date of the split share structure reform plan: December 28, 2006 II. Various commitments and performance made by the holders of tradable restricted shares this time
No. holding commitment of restricted shares and additional commitment content commitment and name and Bank of executor of additional commitment
Since the implementation of the company’s split share structure reform plan, Jiang Genlin, who applied for lifting the restrictions on sales for the second time in Japan, the shareholders of the original non tradable shares have strictly fulfilled the above non listed trading or transfer within 12 months. promise
The shareholders applying for lifting the restrictions on the sale of shares do not occupy the funds of the listed company for non-profit, and the listed company does not encroach on the interests of the listed company such as illegal guarantee.
3、 The listing and circulation arrangement of restricted shares
(I) the listing and circulation date of the restricted shares is Wednesday, January 26, 2022.
(II) the total number of tradable shares this time is 261942, accounting for 0.0033% of the total share capital.
(III) the listing and circulation of restricted shares are as follows:
Number of holders of serial number restricted shares that can be listed and frozen this time (%)
1 Jiang Genlin 261942 0.0033% 0
Total 261942 0.0033% 0
4、 Changes in share capital structure and shareholders’ shareholding
(I) the share capital structure before and after the lifting of restrictions on sales is as follows:
Unit: shares
Before the listing and circulation of the restricted shares, this change, the proportion of the number of shares of the type of shares after the listing and circulation of the restricted shares, the proportion of the number of shares
（％） （％）
1、 Limited sale
Conditional circulation of 12482502 0.16% – 261942 12220560 0.16% shares
Executive lock up shares 113214 0.00% 0.00%
Pre IPO restricted sales of 12369288 0.16% – 261942 12107346 0.16% shares
2、 Unlimited sale
Conditional circulation of 7821185928 99.84% 261942 7821447870 99.84% shares
3、 Total share capital 7833668430 100.00% 0 7833668430 100.00%
5、 Changes in shareholders’ shareholding and previous lifting of restrictions on sales
(I) changes in shareholding of shareholders who have lifted the restriction since the implementation of the company’s share reform
On the implementation date of the share reform, the restrictions on the share capital held have been lifted before the lifting of the restrictions this time, and the restrictions have not been lifted before the lifting of the restrictions this time
Status of restricted shares status of shares number of shares held in sequence number of persons name number of total share capital number of total share capital number of total share capital number of total share capital change (share) proportion (%) (share) proportion (%) (share) proportion (%) evolution
1 Jiang Genlin 55000.01% 0 261942 0.00% note
Total 55000 0.01% 0 261942 0.00%
Note: Jiang Genlin held 55000 shares of XCMG machinery on the implementation date of Xcmg Construction Machinery Co.Ltd(000425) split share structure reform.
On March 16, 2011, Xcmg Construction Machinery Co.Ltd(000425) implemented a profit distribution plan of RMB 1.20 (including tax) for every 10 shares, and the number of shares in this part became 110000 shares. On September 23, 2015, XCMG implemented the profit distribution plan of converting every 10 shares into 20 shares, and the number of shares in this part became 330000 shares. On December 27, 2021, after repaying 68058 shares advanced by XCMG Construction Machinery Co., Ltd. in the era of Xcmg Construction Machinery Co.Ltd(000425) split share structure reform, the number of shares became 261942.
(II) sales restrictions lifted by the company since the implementation of share reform:
For the shares involved in the publication of the suggestive announcement on the circulation of serial numbers of restricted shares for the release of restricted shares on the listing of restricted shares, the proportion of the shares released this time to the total number (shares) of the capital stock on the total date at that time (number) (%)
1 January 3, 2008 117 93355534 17.13%
2 February 1, 2008 16 1537037 0.28%
3 December 4, 2008 23 2383986 0.4372%
4 January 8, 2009 1 54508762 10%
5 January 26, 2010 15 741910 0 0.0855%
6 June 18, 2011 8 531218 0.0258%
7 September 1, 2012 9 4500580 0.2182%
8 October 20, 2012 1 371396796 18.0049%
9 December 21, 2013 4 1150978 0.0558%
10 January 27, 2015 2 2213418 0.09%
11 February 2, 2016 3 619758 0.01%
12 April 11, 2019 3 619758 0.01%
13 December 21, 2019 1 1062438 0.01%
6、 Concluding comments of the recommendation institution on the verification opinion
After careful verification, the sponsor issued the following concluding opinions on Xcmg Construction Machinery Co.Ltd(000425) the listing and circulation of the tradable shares with restricted conditions held by the holders of tradable shares with restricted conditions:
As of January 13, 2022 (date of issuance of verification opinion):
(I) the shareholder is not found to have violated the commitment of split share structure reform;
(II) the shareholder does not sell shares without fully fulfilling his commitment;
(III) the number of shares of the shareholder listed and circulated this time meets the provisions.
Therefore, the sponsor believes that 261942 tradable shares with limited sales conditions held by the shareholders of Xcmg Construction Machinery Co.Ltd(000425) tradable shares with limited sales conditions are qualified for listing and circulation from January 26, 2022.
The sponsor will urge Xcmg Construction Machinery Co.Ltd(000425) to remind the shareholders of tradable shares with limited sales conditions to continue to abide by relevant laws and regulations from the date of issuance of the verification opinion to the date of listing and circulation. 7、 Holding intention and reduction plan of controlling shareholders for lifting restricted shares
Whether the controlling shareholders and actual controllers of the company plan to sell shares of 5% or more through the competitive trading system of the exchange within six months after the lifting of the restrictions.
\uf0f0 yes √ no;
XCMG Construction Machinery Co., Ltd., the controlling shareholder of the company, and Xuzhou Construction Machinery Group Co., Ltd., the actual controller of the company, promise:
(I) there is no plan to sell 5% or more of the company’s shares through the competitive trading system of Shenzhen Stock Exchange within six months after the lifting of the restrictions.
(II) if the restricted tradable shares of the company held by the company are sold through the competitive trading system of Shenzhen Stock Exchange in the future, and the number of shares reduced reaches 5% or more within six months from the first reduction, the company will disclose the indicative announcement of sale through the company within two trading days before the first reduction, including the number of shares sold, the time of sale The price range of the sale and the reasons for the reduction. 8、 Other matters
(I) whether the holders of restricted shares applying for the listing and circulation of restricted shares occupy the company’s non operating funds
\uf0f0 yes √ no;
(II) whether the holders of restricted shares applying for the listing and circulation of restricted shares have any illegal guarantee from the company to the shareholder
\uf0f0 yes √ no;
(III) whether the holders of restricted shares applying for the listing and circulation of restricted shares have engaged in illegal trading of the company’s shares;
\uf0f0 yes √ no;
(IV) the shareholders holding more than 1% of the shares whose shares are subject to the lifting of restrictions on sale have submitted the commitment documents to know and strictly abide by the securities law, the measures for the administration of the acquisition of listed companies, the guidance on the transfer of stock shares of listed companies for the lifting of restrictions on sale and the relevant business rules of the exchange
\uf0f0 yes √ not applicable;
9、 Documents for future reference
(I) application form for lifting share restriction
(II) verification opinions of the recommendation institution
(III) other documents required by SZSE.
It is hereby announced.
Xcmg Construction Machinery Co.Ltd(000425) board of directors
