Securities code: 002178 securities abbreviation: Shanghai Yanhua Smartech Group Co.Ltd(002178) Announcement No.: 2022-006 Shanghai Shanghai Yanhua Smartech Group Co.Ltd(002178) Technology (Group) Co., Ltd
Pre disclosure announcement on the reduction of shares held by shareholders holding more than 5% of the company
Mr. Hu liming, a shareholder holding more than 5% of the company’s shares, guarantees that the information disclosed 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 note: Mr. Hu liming, the shareholder holding 67389137 shares of the company (accounting for 9.46% of the total share capital of the company), plans to reduce the shares of the company by means of centralized bidding within six months after 15 trading days from the date of disclosure of this announcement and / or block trading within six months after 3 trading days from the date of disclosure of this announcement, The total reduction shall not exceed 6.00% of the total share capital of the company.
On January 25, 2022, the company received the notification letter of share reduction plan issued by Mr. Hu liming, the shareholder holding more than 5% of the company, as follows:
1、 Basic information of shareholders
1. Name of shareholder: Hu Liming
2. Shareholding of shareholders: Mr. Hu Liming holds 67389137 shares of the company, accounting for 9.46% of the total share capital of the company.
2、 Main contents of this reduction plan
1. Reasons for reduction: personal capital demand;
2. Source of share reduction: the shares held by Mr. Hu Liming are the shares issued before the company’s initial public offering and the shares added by fixed increase after listing (including the shares increased correspondingly due to the conversion of capital reserve into share capital after the initial issuance of the above shares);
3. Reduction method: centralized bidding or block trading;
4. Number and proportion of shares reduced: the total number of shares reduced shall not exceed 42729180, accounting for no more than 6.00% of the total shares of the company. During this period, if the company issues dividends, bonus shares, conversion to share capital, issuance of new shares or allotment of shares, etc., the number of shares above will be adjusted accordingly;
5. Reduction period:
(1) The reduction of shares through centralized bidding trading will be carried out 15 trading days after the date of disclosure of this announcement. Within any continuous 90 natural days, the total number of shares reduced through centralized bidding on the stock exchange shall not exceed 1% of the total number of shares of the company, and within 180 consecutive natural days, the total number of shares shall not exceed 2% of the total number of shares of the company;
(2) The reduction of shares through block trading will be carried out three trading days after the date of disclosure of this announcement. The total number of shares reduced within any continuous 90 natural days shall not exceed 2% of the total number of shares of the company, and the total number of shares reduced within 180 consecutive natural days shall not exceed 4% of the total number of shares of the company;
6. Reduction price: refer to the market price.
3、 Performance of commitments
Mr. Hu Liming promised not to transfer or entrust others to manage the shares held by the company as the issuer before the public offering, nor will the issuer purchase the shares held by him within 36 months from the date of listing. After the expiration of the commitment period, the above shares can be listed, circulated and transferred.
Up to now, Mr. Hu Liming has fulfilled the above relevant commitments, and the above share locking commitment has expired. Mr. Hu Liming’s share reduction plan does not violate the above commitments. 4、 Relevant risk tips
1. Mr. Hu Liming is not the controlling shareholder and actual controller of the company. The share reduction plan will not have a significant impact on the corporate governance structure, equity structure and future sustainable operation, nor will it lead to the change of the company’s control.
2. Mr. Hu Liming will decide whether and how to implement the share reduction plan in combination with market conditions, stock price performance and relevant regulations. There is uncertainty in the actual reduction quantity and price.
5、 Other relevant instructions
1. As a shareholder of more than 5% of the company, Mr. Hu Liming will strictly abide by the relevant provisions of relevant laws and regulations, such as the securities law, the measures for the administration of the acquisition of listed companies, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of the reduction of shares by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange.
2. During the implementation of the reduction plan, Mr. Hu Liming will strictly abide by the provisions of the securities law, the measures for the administration of the acquisition of listed companies and other relevant laws and regulations, and timely perform the relevant information disclosure obligations, including but not limited to performing the necessary disclosure of changes in equity and abiding by the provisions that no longer buy or sell the company’s shares during the relevant restriction period.
6、 Documents for future reference
1. Notification letter of share reduction plan by Mr. Hu Liming.
It is hereby announced.
Board of directors of Shanghai Shanghai Yanhua Smartech Group Co.Ltd(002178) Technology (Group) Co., Ltd
January 26, 2022
