Securities Code: 688690 Securities Abbreviation: Nawei Technology Announcement No.: 2023-013
Suzhou Nawei Technology Co., Ltd.
Announcement on Shareholding Reduction Plan of Shareholders and Directors and Supervisors
The board of directors, all directors and relevant shareholders of the Company guarantee that there are no false records in the contents of this announcement,
misleading statements or material omissions, and shall be legally liable for the truthfulness, accuracy and completeness of their contents.
Responsibility.
Important Content Tips:
Basic information on the shareholdings of shareholders and directors and supervisors
As of the disclosure date of this announcement, the directors of Suzhou Nawei Technology Co., Ltd. (hereinafter referred to as the "Company"),
The shareholder, Mr. Hood, directly holds 17,763,250 shares of the Company, representing 4.41 per cent of the Company's total share capital.
All of the above shares were acquired prior to the Company's initial public offering and have been issued since June 23, 2022.
Listed circulation.
Main contents of the reduction plan
On February 17, 2023, the Company received the "Notification of the Share Reduction Plan" from Mr. Hood.
letter.
Mr. Hood, due to his own financial needs, 6 months after 15 trading days from the date of disclosure of this announcement
Within the period, it is proposed to transfer no more than 4,360,000 shares of the company held by it by means of centralized bidding, and the transfer ratio is as follows
not exceed 1.08 per cent of the total number of shares of the company.
If the company has ex-rights and ex-dividend matters such as dividend payments, share gifts, capitalization of capital reserve, share allotment, etc. during the reduction period,
The number of shares to be reduced in this reduction plan will be adjusted accordingly.
Basic information on the subject of 1. reduction
Name of shareholder Identity of shareholder Number of shares held (shares) Percentage of shares currently held Source of shares
Directors, Supervisors,
Hood 17,763,250 4.41 Pre-IPO: 17,763,250 Shares
Senior Management
The above-mentioned reduction subject has no concerted action person.
Shareholding reduction by shareholders and directors, supervisors and senior executives in the past 12 months
Reduction Price Range Pre-stage Reduction Plan
Name of shareholder Number of shares to be reduced (shares) Ratio of shares to be reduced Period of reduction
($/share) Date of disclosure
2022/8/16 ~
Hood 2,325,834 0.58 59.7-84.18 2022/7/21
2023/2/2
Key elements of the 2. reduction plan
Shareholders plan to reduce the number of shares plan to reduce the auction transaction to reduce the reasonable proposed reduction of shareholding to reduce.
Reduction Method
Name Volume (shares) Holding ratio Holding period Price range Source reason
No more than: no more than bidding transaction minus 2023/3/13 due to self
Hu Wei takes before IPO at market price
4,360,000: hold, no more than: ~ capital needs
Degerd.
1.08 4,360,000 shares 2023/9/12
(I) whether the relevant shareholder has other arrangements □ Yes √ No
The shareholders of the (II) and the directors and supervisors had previously expressed their views on the proportion of shares held, the number of shares held, the duration of the shares held, the manner in which the shares were reduced, and the number of shares held.
Volume, reduction price, etc., whether a commitment is made √ Yes □ No
Commitment on share lock-up
As a shareholder and director of Suzhou Nawei Technology Co., Ltd. (hereinafter referred to as the "Issuer"),
I hereby solemnly promise:
1. Within 12 months from the date of listing of the issuer's shares, the issuer shall not transfer or entrust the management of his own direct.
and indirectly held shares issued prior to the issuer's initial public offering, nor will the issuer repurchase that portion
Shares.
2. After the expiration of the above-mentioned lock-up period, I will serve as a director, supervisor or senior manager of the issuer.
The annual transfer of shares of the issuer shall not exceed 25% of the total number of shares held by me;
Transfer of the shares of the issuer held by me.
3. If the closing price of the issuer's shares for 20 consecutive trading days within 6 months after the listing of the issuer is lower than the closing price of the issuer's shares for 20 consecutive trading days.
or the closing price at the end of six months after listing is lower than the issue price, the lock-up of the issuer's shares held by me.
The period is automatically extended for at least 6 months. In the event of ex-rights and ex-dividend matters such as dividend payments, share gifts, capital increase, etc., the above-mentioned issue.
The line price is adjusted accordingly. This commitment will not be changed or terminated due to changes in my position in the company, resignation, etc.
4. I hold shares of the issuer prior to the issuer's initial public offering of shares within 2 years of the expiration of the lock-up period.
In the case of a reduction, my reduction price is not less than the issuer's initial public offering price. Before I reduce my shareholding in the shares of the issuer, in the event of ex-rights and ex-dividend events such as dividend payments, share gifts, capital increase, etc., the lower limit of the reduction price will be adjusted accordingly.
5. I will strictly abide by the laws, regulations, the China Securities Regulatory Commission and the Shanghai Stock Exchange on share lock-up and reduction of the relevant provisions. If laws, regulations, the China Securities Regulatory Commission or the Shanghai Stock Exchange stipulate or require a share lock-up period longer than the above commitments, the share lock-up period will automatically be implemented in accordance with such provisions or requirements.
6. I will be liable to the issuer or other investors for any loss caused to the issuer or other investors as a result of my failure to fulfill my commitment to lock-up and reduction of shares. I am willing to bear the legal responsibility arising from the breach of the above commitment.
Commitment on Shareholders' Shareholding Intention and Reduction Intention
As a shareholder of Suzhou Nawei Technology Co., Ltd. (hereinafter referred to as the "Issuer"), I hereby solemnly promise that:
1. I will conscientiously abide by the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange on shareholder reduction and information disclosure, and prudently formulate a stock reduction plan in the light of the issuer's needs to stabilize share prices, carry out operations and capital operations. During the restricted sale period, I will not sell the issuer's shares held prior to this public offering.
2. If the shares of the issuer held by me prior to the issuer's initial public offering of shares are reduced within two years of the expiration of the lock-up period, my reduction price shall not be lower than the issuer's initial public offering price. Before I reduce my shareholding in the issuer's shares, if there are any ex-rights and ex-dividend events such as dividends, share gifts, capital increase, etc., the lower limit of the reduction price will be adjusted accordingly.
3. If the shares of the issuer held by me are reduced within two years after the expiration of the lock-up period, the total number of shares reduced each year shall not exceed 100 of the total number of shares held at the end of the previous year. Prior to my reduction of the issuer's shares, if there are any ex-rights and ex-dividend events such as dividends, share gifts, capital increase, etc., the calculation base of the total share capital at the end of the previous year will be adjusted accordingly.
4. During the period when I hold more than 5% of the shares, on the premise of meeting the share lock-up commitments of the directors, supervisors and senior managers of the issuer, if I intend to reduce my holdings of the shares of the issuer, I will make an announcement 3 trading days in advance.
5. If I violate the above commitments and cause losses to the issuer or investors, I will bear the corresponding responsibility in accordance with the law.
Whether the proposed reduction is consistent with previously disclosed commitments √ Yes □ No
Whether the (III) is a company that was not profitable at the time of listing, its controlling shareholders, actual controllers, directors, supervisors,
Senior management's proposed reduction of pre-IPO shares □ Yes √ No
Other matters required by the (IV)
None
3. controlling shareholder or de facto 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 tips
Risk of uncertainty in the implementation of the (I) reduction plan
The shareholding reduction plan is a reduction by the Company's shareholders due to their own capital needs and will not have a significant impact on the Company's governance structure and continuing operations. Shareholders will choose whether to implement and how to implement this share 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, and there is also uncertainty about whether it will be implemented on schedule.
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
The relevant shareholders of this share reduction plan will strictly abide by the requirements of relevant laws and regulations, such as the the People's Republic of China Securities Law, the rules for listing shares on the Science and Technology Innovation Board of the Shanghai Stock Exchange, some provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies on the Shanghai Stock Exchange, and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies, and timely fulfill the obligation of information disclosure.
It is hereby announced.
Board of Directors of Suzhou Nawei Technology Co., Ltd.
18 February 2023
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