Securities code: 002757 securities abbreviation: Nanxing Machinery Co.Ltd(002757) Announcement No.: 2022-007 Nanxing Machinery Co.Ltd(002757)
Pre disclosure announcement on the reduction plan of shareholders and senior managers of the company
The shareholders of the company, Xiamen Weilian enterprise management partnership (limited partnership), Lin Jinshi and Mr. He Jianwei, deputy general manager, 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. Xiamen Weilian enterprise management partnership (limited partnership) (hereinafter referred to as “Xiamen Weilian”), the shareholder holding 5110199 shares of Nanxing Machinery Co.Ltd(002757) (hereinafter referred to as “the company” or “Nanxing equipment”), accounting for 1.73% of the total share capital of the company, plans to reduce the number of shares of the company by centralized bidding, accounting for no more than 2850699 shares, accounting for no more than 0.96% of the total share capital of the company.
2. Lin jinnvshi, the shareholder who holds 1774996 shares of the company (accounting for 0.60% of the total share capital of the company), plans to reduce the number of shares of the company by centralized bidding, accounting for no more than 1774996 shares, accounting for no more than 0.60% of the total share capital of the company.
3. Mr. He Jianwei, the deputy general manager who holds 180016 shares of the company (accounting for 0.06% of the total share capital of the company), plans to reduce the number of shares of the company by centralized bidding, accounting for no more than 45004 shares, accounting for no more than 0.02% of the total share capital of the company.
4. During the planned reduction period, if the company’s shares have ex rights and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc., the above reduction amount shall be adjusted accordingly. The reduction plan shall be carried out within six months after 15 trading days from the date of disclosure of this announcement, and the total number of shares reduced within any continuous 90 natural days shall not exceed 1% of the total number of shares of the company (except for the period prohibited by laws and regulations).
The company recently received the notification letter on the share reduction plan from Xiamen Weilian, Lin Jinshi and Mr. He Jianwei, the deputy general manager of the company. The relevant information is hereby announced as follows:
1、 Basic information of shareholders
Proportion of the holding company to the total number of shares held by the company in the limited sale holding unlimited serial number shareholder name reduction mode number of shares share capital number of conditional shares (shares) number of conditional shares (shares) number of shares (shares)
1 Xiamen Weilian centralized bidding 5110199 1.73% 0 5110199
2. Centralized bidding of nearly less forest 1774996 0.60%
3 he Jianwei centralized bidding 180016 0.06% 13501245004
2、 Main contents of this reduction plan
1. Purpose of reduction: own capital demand;
2. Source of share reduction: Xiamen Weilian’s shares come from the shares whose sales restrictions have been lifted in the major asset restructuring in 2018 and the shares converted from capital reserve; The shares of Lin jinnvshi come from inheriting the shares of Mr. Lin wangrong before the initial public offering; Mr. He Jianwei’s shares come from the unlocked shares of restricted shares granted by the company; 3. Number of shares to be reduced: Xiamen Weilian plans to reduce the number of shares of the company by no more than 2850699 shares, accounting for no more than 0.96% of the total share capital of the company; Lin Jinshi plans to reduce the number of shares of the company by no more than 1774996 shares, accounting for no more than 0.60% of the total share capital of the company; Mr. He Jianwei plans to reduce the number of shares of the company by no more than 45004, accounting for no more than 0.02% of the total share capital of the company (if the company’s shares have ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the planned reduction period, the reduction number shall be adjusted accordingly); 4. Reduction method: centralized bidding transaction method;
5. Reduction period: within six months after 15 trading days from the date of disclosure of this announcement, and the total number of shares reduced within any continuous 90 natural days shall not exceed 1% of the total number of shares of the company (except for the period prohibited by laws and regulations);
6. Reduction price: determined according to the market price at the time of reduction.
3、 Commitments and performance made by shareholders
(I) commitments made by Xiamen Weilian when the company issued shares to seven counterparties including it and paid cash to purchase 100% equity of Guangdong unique network technology Co., Ltd. (hereinafter referred to as “unique network”) (hereinafter referred to as “this transaction”):
1. The shares of Nanxing equipment obtained by the promisor due to this transaction shall not be transferred within 12 months from the date when the shares issued by this exchange are completed and listed.
2. After the expiration of the above sales restriction period, The shares of Nanxing equipment obtained by the promisor in this transaction shall be lifted by stages according to the following agreements (except for those in conflict with the relevant provisions of laws, regulations and policies): (I) the shares that can be lifted in the first phase: after the shares have been listed for 12 months and the special audit opinions of the only network in 2017 are issued (whichever is later), The number of restricted shares that the promisor can lift = the shares of Nanxing equipment obtained by the promisor in this transaction × 25% – the compensation amount of performance commitment ÷ the issue price. If the number of shares that can be released from restricted sales is less than 0, it shall be calculated as 0. (II) phase II shares that can be lifted: since the issuance of the special review opinions of UnionPay network in 2018, the restricted shares can be lifted. The number of shares that can be lifted by the promisor = the shares of Nanxing equipment obtained by the promisor in this transaction × 50% – Performance commitment compensation amount ÷ current issue price – number of shares whose sales restrictions have been lifted. If the number of shares whose sales restrictions can be lifted is less than 0, it shall be calculated as 0. (III) phase III shares that can be released: after 36 months of listing of the issued shares and the issuance of the special review opinions of the only network in 2019 (whichever is later), the number of shares that can be released by the promisor = the shares of Nanxing equipment obtained by the promisor in this transaction × 75% – the amount of performance commitment compensation ÷ the issue price – the number of shares whose restrictions have been lifted. If the number of shares whose restrictions can be lifted is less than 0, it shall be calculated as 0. (IV) conditions and quantity of the fourth phase of lifting the restriction on sales: since the issuance of the special review opinions and impairment test report of the sole network in 2020 (whichever is later), the number of shares that the compensation obligor can lift the restriction = the shares of Party A obtained by the compensation obligor in this transaction × 90% – (amount to be compensated for performance commitment + amount to be compensated for the impairment of underlying assets) ÷ the issue price – the number of shares whose restrictions have been lifted. If the number of shares whose restrictions can be lifted is less than 0, it shall be calculated as 0.
(V) conditions and quantity for lifting the sales restriction in the fifth period: if the balance of accounts receivable of the sole network has been fully recovered as of December 31, 2020 or the promisor has paid the amount of compensation for impairment of accounts receivable, the sales restriction of Nanxing equipment shares obtained by the promisor in this transaction will be lifted.
The above special review opinions, impairment test report, performance commitment compensation amount, target asset impairment compensation amount and accounts receivable impairment compensation amount shall be subject to the agreement on issuing shares and paying cash to purchase assets signed by the promisor and Nanxing equipment on this transaction.
3. After the end of this transaction, the increased shares of Nanxing equipment obtained by the promisor in this transaction due to the allotment of shares of Nanxing equipment, share distribution, conversion of capital reserve into share capital and other reasons shall also abide by the above agreement.
4. If the relevant laws and regulations or the rules of China Securities Regulatory Commission and Shenzhen Stock Exchange have other provisions on the lock-in period of the shares held by the promisor, the requirements of these Provisions shall also be met at the same time.
5. During the restricted sale period after the listing of the issued shares, the promisor shall not set any encumbrances such as pledge and restriction of rights. In case of violation of the above commitments, the promisor shall pay Nanxing equipment cash equivalent to the share value of Nanxing equipment with the right burden (calculated according to the closing price on the day of setting the right burden) as liquidated damages.
So far, Xiamen Weilian has strictly fulfilled the above commitments and has not violated the above commitments. (II) during his tenure as a senior manager of the company, Mr. He Jianwei shall not transfer more than 25% of the total shares of the company held by him every year; The company’s shares held by him shall not be transferred within half a year after his resignation.
Up to now, Mr. He Jianwei has strictly fulfilled the above commitments and has not violated the above commitments. (III) when inheriting the shares held by Mr. Lin wangrong, Mr. Lin jinnvshi issued a letter of commitment. The specific contents are as follows: I am the heir of Mr. Lin wangrong and inherit and obtain the Nanxing Machinery Co.Ltd(002757) (hereinafter referred to as ” Nanxing Machinery Co.Ltd(002757) “) shares held by Mr. Lin wangrong (hereinafter referred to as “target shares”). I am aware of the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on the restriction of the sale of the underlying shares and the commitment of Mr. Lin wangrong on the restriction of the sale of the underlying shares held by him, and undertake as follows:
1、 From the date of the completion of the inheritance and transfer of the underlying shares, I will abide by the restriction on the reduction of the underlying shares of Shenzhen Stock Exchange and the commitment on the sale of shares made by Mr. Lin wangrong on the underlying shares, and continue to abide by the following restrictive provisions during the term of office determined when he became a director of Nanxing Machinery Co.Ltd(002757) and within six months after the expiration of his term of office:
(I) the number of shares transferred each year shall not exceed 25% of the total number of underlying shares held by the person; (II) Mr. Lin wangrong shall not transfer the underlying shares within six months after his resignation;
(III) other provisions of the company law of the people’s Republic of China on the transfer of directors’ shares.
2、 If I fail to fulfill the above commitments, all the improper gains I obtain due to my failure to fulfill the above commitments belong to Nanxing Machinery Co.Ltd(002757) . If Nanxing Machinery Co.Ltd(002757) suffers economic losses due to my failure to fulfill the above commitments, I will bear all liability for compensation.
Up to now, Lin has strictly fulfilled the above commitments and the commitments have been fulfilled. Lin has not violated the above commitments.
4、 Other relevant matters
1. The implementation of this share reduction plan is uncertain. Xiamen Weilian, Lin Jinshi and Mr. He Jianwei will decide whether to implement this share reduction plan according to their own situation, market situation and the company’s share price. 2. Xiamen Weilian Mr. Lin jinnvshi and Mr. He Jianwei will strictly abide by the company law, the securities law, the measures for the administration of the acquisition of listed companies, several provisions 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 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Shareholders, directors, supervisors and of Listed Companies in Shenzhen Stock Exchange shall fulfill the obligation of information disclosure in a timely manner.
3. Xiamen Weilian and Mr. He Jianwei are not the controlling shareholder and actual controller of the company. Lin jinniangshi is the person acting in concert with the actual controller. The share reduction plan is the normal reduction behavior of shareholders, which will not have a significant impact on the corporate governance structure, equity structure and future sustainable operation, and will not lead to the change of the company’s control. Please invest rationally.
5、 Documents for future reference
1. Notification letter on share reduction plan issued by Xiamen Weilian;
2. Notification letter on share reduction plan issued by Lin Jinshi;
3. Notification letter on share reduction plan issued by Mr. He Jianwei.
It is hereby announced.
Nanxing Machinery Co.Ltd(002757) board of directors January 25, 2002
