Announcement of Beijing Fujirui Opto-electronic Technology Co., Ltd. on the plan to reduce the shareholding of shareholders holding more than 5% of the shares and their concerted action.
DATE:  Aug 02 2023

Announcement of Beijing Fujirui Optoelectronic Technology Co., Ltd. on Share Reduction Plan of Shareholders Holding More than 5% of Shares and Persons Acting in Concert

securities code: 688272 securities abbreviation: * ST fuji announcement number: 2023-044

the board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents in accordance with the law.

Important Note:

● Basic Information on Shareholders' Shareholding

As of the disclosure date of this announcement, the shareholder of Beijing Fujirui Optoelectronic Technology Co., Ltd. (hereinafter referred to as "Fujirui" or "the Company") Suzhou Empty Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Suzhou Empty") holds 4,882,327 shares of the company, accounting for 6.42 of the company's total share capital; suzhou Zhaorong Sky Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Suzhou Zhaorong") holds 2,628,810 shares of the company, accounting for 3.46 of the company's total share capital; Shanghai Zhaoren Investment Management Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Zhaoren") holds 289,200 shares of the company, accounting for 0.38 of the company's total share capital.

The above-mentioned sources of shares are all pre-IPO shares of the Company, and all of them have been lifted and listed for circulation on July 24, 2023.

● Main contents of the reduction plan

the total number of shares to be reduced by Suzhou empty, a shareholder of the company, through bidding transactions and block transactions shall not exceed

2,441,163 shares, that is, not more than 3.21 of the total share capital of the company; Suzhou Zhaorong plans to reduce its shares by bidding and block trading, I .e. not more than 1,314,405 shares, I .e. not more than 1.73 of the total share capital of the company; Shanghai Zhaoren plans to reduce its shares by bidding and block trading, I .e. not more than 144,600 shares, I .e. not more than 0.19 of the total share capital of the company. Suzhou Empty, Suzhou Zhaorong, Shanghai Zhaoren total reduction of the number of shares does not exceed 3,900,168 shares, that is, not more than 5.13 of the total share capital of the company. The period of this reduction: the reduction through centralized bidding shall be carried out within 6 months after 15 trading days from the date of disclosure of the announcement, and the reduction through block trading shall be carried out within 6 months after 3 trading days from the date of disclosure of the announcement.

Suzhou empty is a venture capital fund that has been filed with the China Securities Investment Fund Industry Association, and has successfully applied to the China Securities Investment Fund Industry Association for the reduction policy of venture capital fund shareholders. Its investment period is more than 48 months but less than 60 months, the reduction ratio follows the relevant provisions of the "Special Provisions on the Reduction of Shares by Shareholders of Venture Capital Funds of Listed Companies (Revised in 2020)" and the "Implementation Rules for the Reduction of Shares by Shareholders of Venture Capital Funds of Listed Companies on the Shanghai Stock Exchange (Revised in 2020)": The total number of shares to be reduced through centralized bidding within any consecutive 30 days shall not exceed 1% of the total number of shares of the company; the total number of shares reduced by means of block trading shall not exceed 2% of the total number of shares of the company within any 30 consecutive days. Suzhou Zhaorong is a venture capital fund that has been filed with the China Securities Investment Fund Association, and has successfully applied to the China Securities Investment Fund Association for the reduction of venture capital fund shareholders, with an investment period of more than 60 months, the reduction ratio follows the relevant provisions of the "Special Provisions on the Reduction of Shares by Shareholders of Venture Capital Funds of Listed Companies (Revised in 2020)" and the "Implementation Rules for the Reduction of Shares by Shareholders of Venture Capital Funds of Listed Companies on the Shanghai Stock Exchange (Revised in 2020)": The total number of shares to be reduced through centralized bidding and block transactions is not subject to proportional restrictions. The reduction ratio of Shanghai Zhaoren follows the relevant provisions of the "Several Provisions on the Reduction of Shares by Shareholders, Directors, Supervisors, and Senior Managers of Listed Companies" and the "Implementation Rules for the Reduction of Shares by Shareholders, Directors, Supervisors, and Senior Managers of Listed Companies on the Shanghai Stock Exchange": The total number of shares reduced by centralized bidding shall not exceed 1% of the total number of shares of the company within 90 consecutive days; the total number of shares to be reduced by means of a block transaction shall not exceed 2% of the total number of shares of the Company within any 90 consecutive days.

If there are share changes such as share gifts, capitalization of capital reserve, share allotment, etc. during the implementation of the share reduction plan, the number of shares to be reduced will be adjusted accordingly.

the company recently received the "notice letter on the share reduction plan of Beijing fujirui photoelectricity technology co., ltd." issued by Suzhou kangkong and its concerted actors Suzhou kangkong and Shanghai zhaoren. the details of the reduction plan are hereby announced as follows:

The basic situation of the subject of 1. reduction

there are concerted actors in the above reduction subjects:

Major shareholders and their concert parties have not reduced their shareholdings since listing.

Key elements of the 2. reduction plan

Note:

1. If the reduction is made through centralized bidding, it shall be carried out within 6 months after 15 trading days from the date of disclosure of the announcement of the reduction plan, that is, from August 24, 2023 to February 23, 2024;

2. The reduction of holdings through block trading shall be carried out within 6 months after 3 trading days from the date of the announcement of the reduction plan, that is, from August 8, 2023 to February 7, 2024.

(I) if the relevant shareholder has other arrangements □ Yes √ No

Whether the major shareholder of the (II) has previously made a commitment to the shareholding ratio, the number of shares held, the duration of the shareholding, the method of reduction, the number of shares to be reduced, the price to be reduced, etc. √ Yes □ No

the limited sale arrangement, voluntary lock-up of shares and commitment to extend the lock-up period of shares held by Suzhou empty and its related parties Suzhou Zhaorong and Shanghai Zhaoren, which hold more than 5% of the shares of the issuer

Within twelve months from the date of listing of the Company's shares on the stock exchange, the Company shall not transfer or entrust others to manage the shares issued prior to the initial public offering of the Company held by the Company, nor shall the Company propose to repurchase such shares held by the Company.

The company's shares acquired by the company through capital increase and share expansion within six months before the company's initial public offering and listing (except for the shares originally held due to the conversion of provident fund or the transfer of shares), respectively since the company It will not transfer or entrust others to manage within three years from the date of completing the registration procedures for industrial and commercial changes in capital increase and share expansion, nor will it be proposed to repurchase this part of the shares held by the company.

If the regulatory rules or regulatory authorities require a longer period of time for the lock-up period, it shall be implemented in accordance with the regulatory rules or the requirements of the regulatory authorities.

Suzhou Kongkong, a shareholder holding more than 5% of the shares of the issuer, and its related parties Suzhou Zhaorong and Shanghai Zhaoren holding shares and intention to reduce their holdings

After the expiration of the lock-up period of the company's shares held by the party, if the party intends to reduce its holdings of the company's shares, it will strictly abide by the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on shareholder reduction. The specific ways in which we reduce our holdings of the Company's shares include, but are not limited to, centralized bidding on the stock exchange, block trading and agreement transfer.

Before reducing the company's shares, we shall make an announcement three trading days in advance, and perform the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the Shanghai Stock Exchange.

The price at which we reduce our holdings of the Company's shares is determined based on the prevailing secondary market price. Within two years after the expiration of the lock-up period, the Company will reduce its shareholding in the Company in accordance with market conditions and investment management arrangements.

Is this proposed reduction consistent with previously disclosed commitments √ Yes □ No

Whether the (III) is a company that was not profitable at the time of listing, and its controlling shareholders, actual controllers, directors, supervisors, and senior management intend to reduce their holdings of pre-IPO shares □ Yes √ No

Other matters required by the (IV)

None

3. controlling shareholder or actual controller reduces pre-IPO shares

Whether the controlling shareholder or the actual controller intends to reduce the pre-IPO shares □ Yes √ No

4.-related risk alerts

the risk of uncertainty in the implementation of the (I) reduction plan, such as the prerequisites for the implementation of the plan, the restrictive conditions and the specific circumstances under which the relevant conditions are achieved or eliminated, etc.

this reduction plan is a reduction made by the shareholders of the company according to their own capital needs, which will not have a significant impact on the company's governance structure and sustainable operation. During the reduction period, shareholders will choose whether to implement and how to implement the reduction plan based on market conditions, the company's stock price and other factors. There are uncertainties in the time, quantity and price of the reduction. Investors are requested to pay attention to investment risks.

Whether the implementation of the (II) reduction plan may lead to the risk of a change in control of the listed company □ Yes √ No

(III) other risk tips

This share reduction plan complies with the "the People's Republic of China Securities Law", "Several Provisions on the Reduction of Shares by Shareholders of Listed Companies, Directors, Supervisors, and Senior Execuits", "Special Provisions on the Reduction of Shares by Shareholders of Venture Capital Funds of Listed Companies", "Shanghai Stock Exchange Science and Technology" Rules for the Listing of Stocks on the Board, "Implementation Rules for the Reduction of Shares by Shareholders, Directors, Supervisors, and Senior Managers of Listed Companies on the Shanghai Stock Exchange" and "the relevant provisions of relevant laws, regulations and normative documents, such as the Rules for the Implementation of the Reduction of Shares. The shareholders of the company will implement the reduction in strict accordance with the requirements of laws and regulations, relevant supervision and corresponding commitments, and timely fulfill the obligation of information disclosure, and the company will timely fulfill the obligation of information disclosure.

It is hereby announced.

Board of Directors of Beijing Fuji Rui Photoelectric Technology Co., Ltd.

3 August 2023

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