Securities code: 300062 securities abbreviation: Ceepower Co.Ltd(300062) Announcement No.: 2022-015 Ceepower Co.Ltd(300062)
Suggestive announcement on passive dilution of shareholding ratio of controlling shareholders and actual controllers exceeding 5% and changes in equity
The information disclosure obligor guarantees 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 true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. This equity change is due to Ceepower Co.Ltd(300062) (hereinafter referred to as “the company”) issuing shares to specific objects, resulting in the passive dilution of 5.61% of the company’s shares held by the company’s controlling shareholder and actual controller. At the same time, Mr. Wu Hao, the company’s controlling shareholder, took the initiative to reduce 1% of the company’s shares on July 21, 2021.
2. This equity change does not touch the tender offer and will not lead to changes in the controlling shareholder and actual controller of the company.
1、 Basic information of this equity change
1. According to the reply on approving Ceepower Co.Ltd(300062) to issue shares to specific objects for registration (zjxk [2021] No. 1347) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Ceepower Co.Ltd(300062) (hereinafter referred to as the “company”) issued 40485829 RMB ordinary shares (a shares) to specific objects, with a par value of RMB 1.00 per share, The issue price is 9.88 yuan / share. After this issue, the total share capital of the company has increased from 308 million shares to 348485829 shares.
The company is a family controlled enterprise. The controlling shareholders, actual controllers and concerted actors are Mr. Chen Tianxu, Ms. chenmanhong and Mr. Wu Hao. None of the above controlling shareholders is the subscription object of this offering. This issue
After completion, the number of shares held by Mr. Chen Tianxu, Ms. Chen Manhong and Mr. Wu Hao remained unchanged, and the proportion of shares held was passively diluted by 5.61%. The details are as follows: 1 Basic information
Information disclosure obligor 1 Chen Tianxu
Address: No. * * Gulou District, Fuzhou City, Fujian Province
Information disclosure obligor 2 Chen Manhong
Address: No. * * Gulou District, Fuzhou City, Fujian Province
Information disclosure obligor 3 Wu Hao
Address: No. * * Gulou District, Fuzhou City, Fujian Province
Change time of Equity: February 7, 2022
Stock abbreviation Ceepower Co.Ltd(300062) stock code 300062
Change type (multiple choices) increase □ decrease whether concerted action is available □
Whether it is the largest shareholder or actual controller or not □
2. Changes in equity this time
Type of shares (A shares, B shares, etc.) number of shares increased / decreased (10000 shares) proportion of increased / decreased shares (%)
Chen Tianxu (A-share) passively reduced the shareholding ratio of 0.00 by 2.25%
Chen Manhong (A-share) 0.00, passively reducing the shareholding ratio by 2.35%
Wu Hao (A-share) 0.00 passively reduced the shareholding ratio by 1.02%
Total 0.00, passive reduction of shareholding ratio by 5.61%
Centralized trading through stock exchange □ agreement transfer □
Block trading through stock exchange □ indirect transfer □
Administrative transfer or change of state-owned shares □ execution of court ruling □
Current equity change method (multiple)
Acquisition of new shares issued by listed companies □ succession □
(optional)
Gift □ transfer of voting rights □
Others (passive dilution of shareholding ratio due to the issuance of shares by the company to specific objects)
Self owned funds □ bank loans □
The capital source of this share increase is loans from other financial institutions □ shareholder investment □
(multiple choices are allowed) others □ (please specify)
No source of funds involved
3. Shares of listed companies owned by investors and persons acting in concert before and after the change
Shares held before this change nature of shares held after this change
Proportion of shares (10000 shares) to total share capital proportion of shares (10000 shares) to total share capital
Total shares held: 48.30% and 42.69%
Including: shares with unlimited sales conditions 3719.25 12.08% 3719.25 10.67%
Shares with limited sales conditions 11157.76 36.23% 11157.76 32.02%
4. Performance of commitments, plans, etc. is this change fulfilled
Yes □ no
Commitments, intentions, plans made
If yes, please explain the commitment, intention, specific situation of the plan and the progress of implementation.
Row
Is there any violation of the securities law and the regulations of Listed Companies in this change
Purchase management measures and other laws yes □ no
Administrative regulations and departmental rules. If yes, please explain the specific situation of violations, rectification plan and treatment measures. Normative documents and the business of the exchange
Rules, etc. 5 The shares with restricted voting rights shall be subject to Article 60 of the securities law
Yes □ no
Does the provision of Article 3 exist
If yes, please specify the proportion of corresponding shares in the share capital of the existing listed company. Non voting shares 6 Further description of the transfer of voting rights (not applicable) 7 Further explanation on the increase of shares held by more than 30% shareholders (not applicable)
8. Documents for future reference 1. Details of shareholding changes of China Securities Depository and Clearing Corporation Limited 2. Relevant written commitment documents □ 3. Written opinions of lawyers □ 4. Other documents required by the exchange □
Note: if there is any difference in the mantissa between the sum of partial totals and each itemized value in the above table, it is caused by rounding. 2. On July 21, 2021, Mr. Wu Hao, the controlling shareholder of the company, reduced his holding of 3080000 shares of the company through block trading in Shenzhen Stock Exchange, accounting for 1% of the total share capital of the company. After this reduction, Mr. Wu Hao held 27087900 shares of the company, accounting for 8.79% of the total share capital of the company. The number of shares held by Mr. Chen Tianxu and Ms. Chen Manhong remained unchanged. Before the reduction, the controlling shareholders, actual controllers and persons acting in concert held 151.85001 million shares of the company, accounting for 49.30% of the total share capital of the company. After the reduction, the controlling shareholders, actual controllers and persons acting in concert held 148.7701 million shares of the company, accounting for 48.30% of the total share capital of the company. For details, please refer to the announcement on reducing the proportion of shares held by shareholders holding more than 5% to 1% (Announcement No.: 2021-033) disclosed by the company on cninfo.com on July 22, 2021.
2、 Other relevant instructions
1. This equity will not lead to the change of the controlling shareholder and actual controller of the company.
2. This equity change is due to the increase in the total number of shares of the company due to the issuance of shares by the company to specific objects, and the passive dilution of the shareholding ratio of the controlling shareholder and actual controller of the company by more than 5%. At the same time, Mr. Wu Hao, the controlling shareholder of the company, took the initiative to reduce the shareholding of the company by 1% on July 21, 2021, There is no violation of the securities law, the measures for the administration of the acquisition of listed companies and other laws and regulations, the business rules of Shenzhen Stock Exchange and other relevant provisions and relevant commitments. 3. This equity change complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures for the acquisition of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the articles of association. In accordance with the requirements of relevant laws and regulations such as the securities law and the measures for the administration of the acquisition of listed companies, the information disclosure obligor has prepared a simplified equity change report. See the company’s website on the same day for relevant contents（ http://www.cn.info.com.cn. ）Short form report on changes in equity disclosed.
Ceepower Co.Ltd(300062) board of directors
January 25, 2022
