Securities code: 003036 securities abbreviation: Zhejiang Taitan Co.Ltd(003036) Announcement No.: 2022-010 Zhejiang Taitan Co.Ltd(003036)
Lifting the ban on the listing and circulation of some restricted shares in the initial public offering
Suggestive announcement
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 number of shares before the initial public offering of which the restrictions are lifted this time is 5620000 shares, accounting for 2.60% of the total share capital of the company. The aforesaid shares are released according to the requirements of current laws, regulations and regulatory rules, and are not the actual reduction arrangement of relevant shareholders.
2. The listing and circulation date of the shares subject to the lifting of restrictions is Friday, January 28, 2022. 1、 Overview of shares issued before IPO
(I) initial public offering of shares
Approved by the reply on approving Zhejiang Taitan Co.Ltd(003036) initial public offering of shares (zjxk [2021] No. 27) of China Securities Regulatory Commission, Zhejiang Taitan Co.Ltd(003036) issued 54000000 RMB common shares (A shares) to the public for the first time. With the consent of the notice on the listing of RMB common shares of Zhejiang Titan Co., Ltd. (SZS [2021] No. 127) of Shenzhen Stock Exchange, the company was listed and traded on Shenzhen Stock Exchange on January 28, 2021.
Before the initial public offering, the total share capital of the company was 162 million shares, and after the issuance, the total share capital was 216 million shares. The number of shares with limited sale conditions after the IPO is 162 million shares, accounting for 75.00% of the total share capital of the company; 54 million tradable shares without restrictions, accounting for 25.00% of the total share capital of the company. At present, the number of shares issued before the initial public offering that have not yet been lifted is 162 million shares.
(II) changes in share capital of the company after listing
Since the date of listing, the company has not experienced any changes in the company's shares, such as additional issuance of shares, repurchase and cancellation, distribution of stock dividends or conversion of capital reserve into share capital.
2、 Implementation of commitments by shareholders applying for lifting share restrictions this time
(I) relevant commitments for lifting the restrictions on the sale of shares
The shareholders applying for lifting the restrictions on the sale of shares made commitments in the prospectus for initial public offering and listing of shares and the announcement on the listing of initial public offering of shares. The specific contents are as follows:
Commitment type and content of commitment party
Within 12 months from the date of listing of the company's shares, the company will not transfer or entrust others to manage the company's shares held directly or indirectly before this issuance, nor will the company repurchase such shares.
If the company's shares are reduced within 2 years after the expiration of the 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 company's listing, Or 6 months after the listing of the company, the closing price of the company's shares at the end of the period (if that day is not a trading day, it is the first trading day after that day, the same below) is lower than the issue price (if the company has ex rights and ex interests matters such as dividend distribution, share distribution, capital reserve conversion, Zhao Lue, LV share circulation restrictions, share capital, allotment, etc., the issue price will be adjusted and calculated accordingly, and Huilian will voluntarily lock and extend, the same below). The lock up period of the above shares of the company will be automatically extended by 6 months. Commitment of lock-in period during my tenure as a director, supervisor or senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company I hold; I will not transfer my shares in the company within six months after my resignation. If I resign before the expiration of my term of office, during the term of office determined when I take office and within six months after the expiration of my term of office, the shares transferred each year shall not exceed 25% of the total shares of the company I hold.
Within 12 months after six months of resignation, the number of shares of the company sold through listing and trading in Shenzhen Stock Exchange shall not exceed 50% of the total number of shares of the company held by me.
Within 12 months from the date of listing of the company's shares, the company will not transfer or entrust others to manage the company's shares held directly or indirectly before this issuance, nor will the company repurchase such shares.
During my tenure as a director, supervisor or senior manager of the company, the shares transferred per share circulation restriction and year shall not exceed 25% of the total shares of the company I hold; I will not transfer my shares in the company within half a year after I voluntarily lock up and extend my resignation. If I leave the company before the expiration of the commitment of the explicit locking period of my term of office, the shares transferred each year shall not exceed 25% of the total shares of the company I hold during the term of office determined when I take office and within six months after the expiration of my term of office.
Within 12 months after six months of resignation, the number of shares of the company sold through listing and trading in Shenzhen Stock Exchange shall not exceed 50% of the total number of shares of the company held by me.
Within 12 months from the date of listing of the company's shares, the company will not transfer or entrust others to manage the company's shares held directly or indirectly before this issuance, nor will the company repurchase such shares.
Restrictions on share circulation. During my tenure as a director, supervisor or senior manager of the company, each bank voluntarily locks and extends the annual transfer of shares, which shall not exceed 25% of the total shares of the company held by me; The promisor of this lock-in period shall not transfer the shares of the company he holds within half a year after his resignation.
Within 12 months after six months of resignation, the number of shares of the company sold through listing and trading on Shenzhen Stock Exchange shall not exceed the proportion of the total number of shares of the company held by me
The company will be notified in writing of its specific plan to increase its holdings of the company's shares within 5 trading days from the date of triggering the conditions for the measures to stabilize the stock price, and the company will make an announcement, and increase its holdings of the company's shares through securities trading and centralized bidding Trading within 3 months from the date of the company's announcement, In principle, the share price of the company shall not be higher than the audited net assets per share of the company in the latest period, and the cumulative increase amount of each share shall not be less than one-third of the total amount of remuneration (after tax) actually received by the director (excluding independent directors) or senior managers from the company in the previous year, The increased shares of the company will not be sold within six months after the completion of the increased shares of the company. The equity distribution of the company after the increased shares shall meet the listing conditions, and the increased shares of the company and information disclosure shall comply with the company law, the securities law and other relevant laws Provisions of administrative regulations.
Zhao Lue and LV's commitment letter on stabilizing the stock price and anticipating the Huilian case of receiving salary and / or directly or indirectly obtaining cash distribution in the company for new employees in the future, director Hong (excluding independent directors) and new senior managers in the future, The company will make a commitment to fulfill the corresponding commitment requirements made by the directors (excluding independent directors) and senior managers when the company's initial public offering and listing.
If directors (excluding independent directors) and senior managers fail to fulfill their commitment to stabilize the company's share price, the company will deduct one-third of the monthly salary (after tax) of relevant parties after the expiration of three months from the date of announcement or announcement of the share price stabilization plan, Until the accumulated deduction amount reaches one-third of the total remuneration (after tax) obtained from the company in the previous fiscal year in which the obligation to stabilize the stock price should be fulfilled, such deduction amount shall belong to the company; In case of losses to the company and investors due to their failure to fulfill the above-mentioned obligation of share increase, such directors (excluding independent directors) and senior managers will compensate the losses of the company and investors according to law.
1. If the directors, supervisors and senior managers of the issuer fail to fulfill the relevant commitments disclosed in the prospectus, the directors, supervisors and senior managers of the issuer will publicly explain the specific reasons for the failure in the shareholders' meeting of the issuer and the newspapers and periodicals designated by the CSRC, And apologize to the issuer's shareholders and public investors;
2. If the directors, supervisors and senior managers of the issuer fail to fulfill the relevant commitments disclosed in the prospectus, the directors, supervisors and senior managers of the issuer will stop receiving remuneration within 10 trading days from the date of the above events, Until I fulfill relevant commitments;
Zhao Lue, LV 3. If the above-mentioned directors, supervisors and senior managers obtain income due to the failure to fulfill relevant commitments, Hui Lian and when they fail to fulfill their commitments, the income obtained shall belong to the issuer. The above-mentioned directors, supervisors, Gao Ke and Zhang Ming shall pay the proceeds to the account designated by the issuer within five trading days from the date of obtaining the proceeds or knowing the fact that they have not fulfilled the relevant commitments; 4. If losses are caused to the issuer or other investments due to the failure of the issuer's directors, supervisors and senior managers to fulfill relevant commitments, the issuer's directors, supervisors and senior managers will be liable for compensation to the issuer or investors according to law.
If due to objective reasons beyond the control of the directors, supervisors and senior managers of the issuer, such as relevant laws and regulations, policy changes, natural disasters and other force majeure
