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Securities code: 688047 Securities abbreviation: Loongson Zhongke Announcement No.: 2024-041
Loongson Zhongke Technology Co., Ltd
Announcement of shareholder shareholding reduction plan
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Basic information on shareholder shareholdings
As of the disclosure date of this announcement, the shareholders of Loongson Zhongke Technology Co., Ltd. (hereinafter referred to as the "Company") and their persons acting in concert are as follows:
1. Linzhi Dingfu Venture Capital Management Co., Ltd. - Ningbo Zhongke Baifu Venture Capital Fund Partnership (Limited Partnership) (former name: Linzhi Dingfu Venture Capital Management Co., Ltd. - Ningbo Zhongke Baifu Equity Investment Partnership (Limited Partnership), hereinafter referred to as "Zhongke Baifu") holds 30,010,100 shares of the company, accounting for 7.48% of the company's total share capital.
2. Lihebo Capital Management (Hengqin) Co., Ltd. - Hengqin Lihebo Equity Investment Fund (Limited Partnership) (hereinafter referred to as "Hengqin Lihebo") holds 20,049,900 shares of the company, accounting for 4.999975% of the company's total share capital.
3. Shanghai CDH Baifu Investment Management Co., Ltd. - Ningbo CDH Qixian Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "CDH Qixian") and Shanghai CDH Baifu Investment Management Co., Ltd. - Shanghai CDH Huayun Venture Capital Center (Limited Partnership) (hereinafter referred to as "CDH Huayun") are acting in concert with each other, holding a total of 16,821,749 shares of the Company, accounting for 4.19% of the Company's total share capital.
The above sources of shares are all shares obtained before the company's IPO, except for the shares held by Zhongke Baifu
Except for the 374,668 shares and the 41 shares held by CDH Huayun, the other shares have been issued in June 2023
On the 26th, the restriction on sales will be lifted and listed for circulation. For details, see the Company's trading on the Shanghai Stock Exchange on June 15, 2023
The "Announcement on the Listing and Circulation of Some Restricted Shares in the Initial Public Offering of Loongson Zhongke" (2023-021) disclosed on the website (www.sse.com.cn).
The main content of the shareholding reduction plan
1. Due to its own capital needs, Zhongke Baifu plans to reduce part of the company's shares held by it through centralized bidding and/or block trading, and the number of shares to be reduced does not exceed 2,005,000 shares, accounting for no more than 0.5% of the company's total share capital, and the reduction price is determined according to the market price, and the reduction period is within three months after 15 trading days from the date of disclosure of this announcement. Zhongke Baifu has been filed with the Asset Management Association of China, in line with the "Special Provisions on the Reduction of Shareholdings by Shareholders of Venture Capital Funds of Listed Companies (Revised in 2020)" and the "Implementation Rules for Shareholders of Venture Capital Funds of Listed Companies on the Shanghai Stock Exchange (Revised in 2020)" on the reduction of shareholdings of venture capital fund shareholders, and as of the date of the company's initial public offering, the term of Zhongke Baifu Investment Company is more than 60 months, and the total number of shares reduced through centralized bidding and block trading is not proportional.
2. Due to its own business needs, Hengqin Lihebo plans to reduce its holdings of part of the company's shares through centralized bidding and/or block trading, and the number of shares to be reduced does not exceed 2,005,000 shares, accounting for no more than 0.5% of the company's total share capital, and the reduction price is determined according to the market price, and the reduction period is within three months after 3 trading days from the date of disclosure of this announcement. Hengqin Lihebo has been filed with the Asset Management Association of China, in line with the "Special Provisions on the Reduction of Shareholdings by Shareholders of Venture Capital Funds of Listed Companies (Revised in 2020)" and the "Implementation Rules for the Reduction of Shareholdings by Shareholders of Venture Capital Funds of Listed Companies on the Shanghai Stock Exchange (Revised in 2020)" on the reduction of shareholdings of venture capital fund shareholders, and as of the date of the company's initial public offering, Hengqin Lihebo Investment Company has a term of more than 60 months. There is no proportional limit on the total number of shares to be reduced by block trading.
3. Due to their own capital needs, CDH Huayun and CDH Qixian plan to reduce part of their holdings of the company's shares through centralized bidding transactions and/or block transactions, with a total reduction of no more than 2,005,000 shares, accounting for no more than 0.5% of the company's total share capital. The specific shareholding reduction plan is as follows:
CDH Huayun plans to reduce its holdings of part of the Company's shares through centralized bidding and/or block trading, with the number of shares to be reduced by no more than 851,363 shares, accounting for no more than 0.21% of the Company's total share capital, and the reduction price will be determined according to the market price, and the reduction period will be within three months after 3 trading days from the date of disclosure of this announcement. CDH Huayun has been filed with the Asset Management Association of China (AMAC) and complies with the provisions on the reduction of shareholdings by shareholders of venture capital funds in the Special Provisions on the Reduction of Shareholdings by Shareholders of Venture Capital Funds of Listed Companies (Revised in 2020) and the Implementation Rules for Shareholders of Venture Capital Funds of Listed Companies on the Shanghai Stock Exchange (Revised in 2020), and as of the date of the company's initial public offering, CDH Huayun Investment Company has a term of more than 60 months, and the total number of shares reduced through centralized bidding and block trading is not proportional.
CDH Qixian plans to reduce its holdings of part of the company's shares through centralized bidding and/or block trading, with the number of shares to be reduced by no more than 1,153,637 shares, accounting for no more than 0.29% of the company's total share capital, and the reduction price will be determined according to the market price, and the reduction period will be within three months after 3 trading days from the date of disclosure of this announcement. CDH Qixian has been filed with the Asset Management Association of China, in line with the "Special Provisions on the Reduction of Shareholdings by Shareholders of Venture Capital Funds of Listed Companies (Revised in 2020)" and the "Implementation Rules for Shareholders of Venture Capital Funds of Listed Companies on the Shanghai Stock Exchange (Revised in 2020)" on the reduction of shareholdings of venture capital fund shareholders, as of the date of the company's initial public offering, the term of CDH Qixian Investment Company has not yet expired for 36 months, and if CDH Qixian reduces its holdings by means of centralized bidding, it will be 90 consecutive days During the day, the total number of shares to be reduced shall not exceed 1% of the total number of shares of the company; If the shareholding reduction is in the form of block trading, the total number of shares to be reduced shall not exceed 2% of the total number of shares of the company in any consecutive 90-day period.
During the above-mentioned shareholder reduction period, if there are changes in shares, such as share gifts, capital reserve conversion to share capital, and allotment, the number of shares to be reduced shall be adjusted accordingly.
On September 30, 2024, the Company received a notification letter from the above-mentioned shareholders, who intend to approve the concentration
Reducing the company's shares by auction and/or block trading, the relevant situation is hereby announced as follows:
1. The basic situation of the subject of the reduction
Number of shares held Current shares
Name of shareholder, identity of shareholder, shareholding ratio
(shares) source
5% or more before non-IPO :
Zhongke Baifu 30,010,100 7.48%
30,010,100 shares of a major shareholder
Pre-IPO Acquisition:
Hengqin Lihebo Shareholders below 5% 20,049,900 4.999975%
20,049,900 shares
Pre-IPO Acquisition:
CDH Qixian Shareholders below 5% 9,678,926 2.41%
9,678,926 shares
Pre-IPO Acquisition:
CDH Huayun Shareholders below 5% 7,142,823 1.78%
7,142,823 shares
There are persons acting in concert with the above-mentioned shareholding reduction entities
Shareholders Number of shares held by shareholders
Reasons for the formation of concerted action relationships
Name (shares) ratio
CDH Qixian and CDH Huayun are both Shanghai CDH Baifu Investment
CDH
9,678,926 2.41% Private equity funds managed by Asset Management Co., Ltd., double
Qi Xian
The other party has signed a concerted action agreement and is a concerted actor of each other.
1. CDH Qixian and CDH Huayun are both Shanghai CDH Baifu Investment
CDH
Group 7,142,823 1.78% Private equity funds managed by Asset Management Limited, double
Huayun
The parties signed a concerted action agreement and acted in concert with each other.
Total 16,821,749 4.19% —
The reduction of shareholdings by the above shareholders and their persons acting in concert with them in the past 12 months
Reduction price Reduction in the previous period
Reduction of holdings
Name of shareholder Shareholding reduction ratio Shareholding reduction period Interval Plan disclosure
(Shares)
(RMB/Share) Date
2023/7/14~ 89.88-
Zhongke Baifu 21,641,593 5.40% 2023/6/28
2024/1/18 130.63
2023/7/11~ 80.00-
Hengqin Lihebo 16,106,285 4.016530% 2023/6/28
2024/1/18 133.05
2023/7/11~ 90.00-
CDH Qixian 7,818,700 1.95% 2023/6/28
2023/12/5 123.44
2023/7/14~ 90.00-
CDH Huayun 5,770,100 1.44% 2023/6/28
2023/12/5 119.46
Second, the main content of the shareholding reduction plan
Name of shareholder Planned reduction of holdings Planned reduction of shareholding Reduction method Period of shareholding reduction Reasonable reduction of shares to be reduced Proposed reduction of shares Proposed reduction of shareholdings
(Shares) Proportion, Price Range, Source, Reason
Competitive trading reduction not exceeding:
Zhongke Baifu does not exceed: Not exceeding: 2,005,000 shares 2024/10/29 ~ Acquired its own capital before IPO at market price
2,005,000 shares 0.5% block trading reduction, not exceeding: 2025/1/28 gold demand
2,005,000 shares
Competitive trading reduction not exceeding:
Hengqin Lihebo Exceeding: Not exceeding: 2,005,000 shares 2024/10/11 ~ According to the market price before the IPO to obtain its own experience
2,005,000 shares 0.5% block trading reduction, not exceeding: 2025/1/10 camp requirement
2,005,000 shares
Competitive trading reduction not exceeding:
CDH Qixian Exceeding: Exceeding: 1,153,637 shares 2024/10/11 ~ Acquired its own capital before IPO at market price
1,153,637 shares 0.29% block trading reduction, not exceeding: 2025/1/10 gold demand
1,153,637 shares
Competitive trading reduction not exceeding:
CDH Huayun Not exceeding: Not exceeding: 851,363 shares 2024/10/11 ~ Acquired its own capital before IPO at market price
851,363 shares 0.21% block trading reduction, not exceeding: 2025/1/10 gold demand
851,363 shares
During the pre-disclosure period, if the company's shares are suspended, the actual time for reducing holdings will be postponed accordingly according to the suspension time.
(1) Whether the relevant shareholders have other arrangements
□ Yes √ No
(2) The relevant shareholders have previously reduced their shareholdings ratio, number of shares, shareholding period, method of reducing shareholdings, and number of shareholdings
whether the volume and the price of the reduction are committed
√ Yes □ No
1. Shareholders Zhongke Baifu and Hengqin Lihebo promise:
"1. Commitment on share lock-up
The company will not transfer or entrust for 12 months from the date of the company's initial issuance of shares and listing
The shares issued by the company before the public offering of shares held by others are not repurchased by the company
The shares.
The company authorizes the company to directly handle the lock-up procedures of the above-mentioned shares. Due to the company's equity distribution, etc
If there is a change in the company's shares directly or indirectly held by the enterprise, the company shall still abide by the above agreement.
2. Commitment on shareholding intention and shareholding reduction intention
After the expiration of the lock-up period, if the company intends to reduce its shares, it will conscientiously comply with the China Securities Regulatory Commission and securities
The relevant regulations of the exchange on shareholder reduction shall prudently formulate a stock reduction plan. Specific reduction method package
Including but not limited to the exchange centralized auction trading method, block trading method, agreement transfer method, etc.; subtract
The holding price will be determined based on the secondary market price at the time of the reduction, and in accordance with the relevant regulatory rules.
Before the company reduces its holdings of the company's shares, it will be announced at least three trading days in advance, and will be in accordance with the phase
Relevant laws and regulations, relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange
Accurately fulfill information disclosure obligations.
The company will strictly abide by the relevant laws and regulations, the China Securities Regulatory Commission and the Shanghai Stock Exchange
provisions, as well as the company's commitment to lock up and reduce its shareholdings. If the above commitments are not complied with
The proceeds from the purchase and sale of the relevant shares shall be owned by the company, and the company shall bear the corresponding responsibilities in accordance with the law. ”
2. Shareholders CDH Qixian and CDH Huayun promise:
"1. Commitment on share lock-up
The company will not transfer or entrust for 12 months from the date of the company's initial issuance of shares and listing
The shares issued by the company before the public offering of shares held by others are not repurchased by the company
The shares.
The company authorizes the company to directly handle the account registration and share lock-up period procedures for the above-mentioned shares. cause
If the company's equity distribution and other changes lead to a change in the company's shares directly or indirectly held by the company, the company
The Company still abides by the above-mentioned agreement on the lock-up of shares.
2. Commitment on shareholding intention and shareholding reduction intention
After the expiration of the lock-up period, if the company intends to reduce its shares, it will conscientiously comply with the China Securities Regulatory Commission and securities
The relevant regulations of the exchange on shareholder reduction shall prudently formulate a stock reduction plan. Specific reduction method package
Including but not limited to the exchange centralized auction trading method, block trading method, agreement transfer method, etc.; subtract
The holding price will be determined based on the secondary market price at the time of the reduction, and in accordance with the relevant regulatory rules.
Before the company reduces its holdings of the company's shares, it will be announced at least three trading days in advance, which will be in accordance with the relevant regulations
The relevant laws and regulations, the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange are timely and accurate
Fulfill information disclosure obligations.
The company will strictly abide by the relevant laws and regulations, the China Securities Regulatory Commission and the Shanghai Stock Exchange
provisions, as well as the company's commitment to lock up and reduce its shareholdings. If the above commitments are not complied with
The enterprise shall bear the corresponding responsibilities in accordance with the law. ”
Whether the proposed shareholding reduction is consistent with the previously disclosed commitments √ Yes □ No
(3) Whether it is a company that is not profitable at the time of listing, and its controlling shareholders, actual controllers, directors and supervisors
and the situation that senior management intends to reduce their holdings of pre-IPO shares
□ Yes √ No
(4) Other matters required by the Shanghai Stock Exchange
not
3. The controlling shareholder or actual controller reduces the pre-IPO shares
Whether it is the controlling shareholder or actual controller who intends to reduce his holdings of pre-IPO shares
□ Yes √ No
Fourth, relevant risk warning
(1) The risk of uncertainty in the implementation of the shareholding reduction plan, such as the preconditions and restrictive conditions for the implementation of the plan
The specific circumstances in which the relevant conditions have been fulfilled or eliminated, etc
The shareholding reduction plan is a shareholding reduction carried out by the company's shareholders according to their own needs, and the shareholding reduction will not have a significant impact on the company's governance structure and continuing operations. During the shareholding reduction period, shareholders decide whether and how to implement the shareholding reduction plan according to market conditions, the company's stock price and other factors, and there are uncertainties in the time, quantity and price of the shareholding reduction.
(2) Whether the implementation of the shareholding reduction plan may lead to a change in the control of the listed company
□ Yes √ No
(3) Other risk warnings
The shareholding reduction plan complies with the provisions of relevant laws and regulations such as the Securities Law of the People's Republic of China, Several Provisions on the Reduction of Shareholdings by Shareholders, Directors and Supervisors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Implementation Rules for the Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Management of Listed Companies on the Shanghai Stock Exchange. During the implementation of the shareholding reduction plan, the shareholders of the company will strictly abide by the requirements of relevant laws and regulations and relevant commitments, and fulfill the information disclosure obligations in a timely manner.
Investors are advised to invest rationally and pay attention to investment risks.
The announcement is hereby made.
Board of Directors of Loongson Zhongke Technology Co., Ltd
October 1, 2024
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