About Mclon Jewellery Co.Ltd(300945)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
The initial public offering institution (hereinafter referred to as “300945}”) of the company (hereinafter referred to as “300948}”) as the sponsor of “601875}”, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem and other relevant provisions, the listing and circulation of some restricted shares in the initial public offering of Mclon Jewellery Co.Ltd(300945) has been verified. The verification results and opinions are as follows:
1、 Types of restricted shares traded in this listing
With the approval of registration of Mclon Jewellery Co.Ltd(300945) initial public offering (zjxk [2021] No. 64) issued by China Securities Regulatory Commission, Mclon Jewellery Co.Ltd(300945) was approved to publicly issue 51000000 RMB common shares (A shares) to the public, and was listed and traded on the gem of Shenzhen Stock Exchange on February 10, 2021. After the completion of the initial public offering, the total share capital of the company is 204000000 shares, including 155633196 tradable shares with limited sales conditions, accounting for 76.2908% of the total share capital after the issuance, and 48366804 tradable shares with unlimited sales conditions, accounting for 23.7092% of the total share capital after the issuance.
The restricted shares listed and circulated this time are some restricted shares issued by the company in the initial public offering. The number of shareholders of restricted shares is 29, and the corresponding number of shares is 35298737, accounting for 17.3033% of the company’s total share capital. This part of restricted shares will be listed and circulated from February 10, 2022.
2、 Changes in the number of share capital of the company since the formation of restricted shares listed and circulated this time
The restricted shares listed and circulated this time belong to the restricted shares issued in the initial public offering. Since the formation of restricted shares in the company’s initial public offering, the company has not experienced any change in the number of share capital due to profit distribution, conversion of provident fund, etc.
On August 10, 2021, the initial public offering of offline placement restricted shares was listed and circulated, with a number of 2633196 shares. After the sale restrictions of this batch of restricted shares were lifted, the capital structure of the company changed. The total capital stock of the company was 204000000 shares, of which 51000000 shares were tradable under unlimited conditions, accounting for 25% of the total capital stock of the company, and 153000000 shares were tradable under limited conditions, accounting for 75% of the total capital stock of the company.
3、 Relevant commitments of restricted shares circulating in this listing
The shares released this time belong to the shares issued before the initial public offering, involving a total of 29 shareholders: Cao Bin, Zhejiang Xinhai venture capital partnership (limited partnership), Zhejiang Zheshang Lihai venture capital partnership (limited partnership), Hangzhou Micah Enterprise Management Consulting Co., Ltd., Lou Hongdou, Qian miaogan, Zhou Bin, Qu Wuzhen, Yao Laichun, Zhu ye Shen Jinxing, Weng Jingjing, Cheng Jiayi, Xu Jianlong, Zhao Weijiang, pan Yafei, Wu Changfeng, Wu Hao, Liu Chunyan, Ni Jianwei, Hu Xiaoqun, Che Huizhu, Xu Xiaoqing, Gao Bo, Xuan Lu, LV Ligen, Zhou Jun, Yu Ruhui and Ji Fangqing.
The above-mentioned shareholders made commitments on share lock-in and reduction intention in the listing announcement of the company’s initial public offering and listing on the gem, as follows:
(I) restrictions on the circulation of shares held by shareholders before the issuance and the commitment to voluntarily lock up shares
1. Cao Bin, Qu Wuzhen and Wu Changfeng, the directors and senior managers holding shares of the company, promise:
“(1) within 12 months from the date of listing and trading of Mclon Jewellery Co.Ltd(300945) shares, do not transfer or entrust others to manage the shares issued before the initial public offering of Mclon Jewellery Co.Ltd(300945) shares directly or indirectly held by myself, nor do Mclon Jewellery Co.Ltd(300945) repurchase this part of shares.
(2) I will not transfer the Mclon Jewellery Co.Ltd(300945) shares directly or indirectly held by me within six months after my resignation. In addition to the aforesaid lock-in period, during the term of office, the number of shares transferred each year shall not exceed 25% of the total number of Mclon Jewellery Co.Ltd(300945) shares directly or indirectly held by me.
(3) If my Mclon Jewellery Co.Ltd(300945) shares are reduced within two 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 Mclon Jewellery Co.Ltd(300945) shares is lower than the issue price for 20 consecutive trading days within six months from the date of listing, or the closing price at the end of six months after listing (August and October 2021, non trading days will be postponed) is lower than the issue price, the restricted period of Mclon Jewellery Co.Ltd(300945) shares held by me will be automatically extended for six months on the basis of the original restricted period.
Mclon Jewellery Co.Ltd(300945) if there are ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment and additional issuance within this period, the closing price shall be adjusted accordingly.
(4) I will abide by the relevant laws and regulations, the relevant provisions of the CSRC, the GEM Listing Rules and other business rules of the Shenzhen Stock Exchange on the restriction and reduction of shares.
The promisor will not give up the performance of the above commitments due to job change, resignation and other reasons. “
2. Zhou Bin, the supervisor holding the company’s shares, promised:
“(1) within 12 months from the date of listing and trading of Mclon Jewellery Co.Ltd(300945) shares, do not transfer or entrust others to manage the shares issued before the initial public offering of Mclon Jewellery Co.Ltd(300945) shares directly or indirectly held by myself, nor do Mclon Jewellery Co.Ltd(300945) repurchase this part of shares.
(2) I will not transfer the Mclon Jewellery Co.Ltd(300945) shares directly or indirectly held by me within six months after my resignation. In addition to the aforesaid lock-in period, during the term of office, the number of shares transferred each year shall not exceed 25% of the total number of Mclon Jewellery Co.Ltd(300945) shares directly or indirectly held by me.
(3) I will abide by relevant laws, regulations and normative documents such as several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange.
3. Other shareholders: Zhejiang Xinhai venture capital partnership (limited partnership), Zhejiang Zheshang Lihai venture capital partnership (limited partnership), Hangzhou Micah Enterprise Management Consulting Co., Ltd., Lou Hongdou, Qian miaogan, Yao Laichun, Zhu ye, Shen Jinxing, Weng Jingjing, Cheng Jiayi, Xu Jianlong, Zhao Weijiang, pan Yafei, Wu Hao, Liu Chunyan, Ni Jianwei, Hu Xiaoqun Commitments of Che Huizhu, Xu Xiaoqing, Gao Bo, Xuan Lu, LV Ligen, Zhou Jun, Yu Ruhui and Ji Fangqing:
Within 12 months from the date of listing and trading of Mclon Jewellery Co.Ltd(300945) shares, it shall not transfer or entrust others to manage the shares issued before the initial public offering of Mclon Jewellery Co.Ltd(300945) directly or indirectly held by it, nor shall Mclon Jewellery Co.Ltd(300945) repurchase this part of shares. “
(II) commitments of more than 5% shareholders on shareholding intention and reduction intention
1. Cao Bin, a shareholder who holds more than 5% of the company’s shares, has made commitments on shareholding intention and reduction intention:
“(1) the company / I will continue to be optimistic about the development prospect of Mclon Jewellery Co.Ltd(300945) and its industry in the future, and plan to hold Mclon Jewellery Co.Ltd(300945) shares for a long time;
(2) For the shares held by the company / myself before the initial public offering of Mclon Jewellery Co.Ltd(300945) , we will strictly abide by the sales restriction and lock-in commitments we have made.
The reduction of Mclon Jewellery Co.Ltd(300945) shares held by the company / myself shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, etc;
(3) If the company / I intend to reduce Mclon Jewellery Co.Ltd(300945) shares within two years after the expiration of the sales restriction, the reduction price shall not be lower than the issue price at the initial public offering (if there is ex right and ex dividend, the issue price will be adjusted accordingly);
(4) The company / I guarantee that the reduction of Mclon Jewellery Co.Ltd(300945) shares will strictly comply with the relevant provisions of the CSRC, the Listing Rules of gem shares and other business rules of Shenzhen Stock Exchange on the restriction and reduction of shares, and timely fulfill the obligation of announcement;
(5) If the company / I fail to fulfill the above commitments, the relevant share reduction proceeds will belong to Mclon Jewellery Co.Ltd(300945) . (6) The promisor will not give up the performance of the above commitments due to job change, resignation and other reasons. “
In addition to the above commitments, the shareholders of restricted shares applying for listing this time have no other special commitments.
As of the date of issuance of this verification opinion, the shareholders of restricted shares applying for listing have strictly fulfilled the corresponding commitments, and there is no situation in which the non performance of relevant commitments affects the listing and circulation of restricted shares.
4、 Restricted shares circulating in this listing
(I) the listing and circulation date of the shares to be released this time is Thursday, February 10, 2022; (II) the number of shares subject to restrictions on sale this time is 35298737, accounting for 17.3033% of the total share capital after issuance, and the restriction period is 12 months;
(III) listing and circulation details of restricted shares;
The restrictions on the sale of restricted shares are lifted this time
No. name of shareholders total number of shares proportion to total shares of the company
1 Cao Bin 10261336 10261336 5.0301% note 1
2 Zhejiang Xinhai venture capital partnership 3400000 1.6667%
(limited partnership)
3 Zhejiang Zheshang Lihai venture capital partnership 3400000 1.6667%
Industry (limited partnership)
4 Hangzhou Micah Enterprise Management Consulting Co., Ltd. 2665600 2665600 1.3067%
department
5th floor red bean 2197969 1.0774%
6 Qian miaogan 1445000 0.7083%
7 Zhou Bin 1413060 1413060 0.6927% note 1
8 Qu Wuzhen 1107366 0.5428% note 1
9 Yao Laichun 940076 0.4608%
10 Zhu ye 878220 0.4305%
11 Shen Jinxing 850000 0.4167%
12 Weng Jingjing 794841 0.3896%
13 passes plus one 726838 726838 0.3563%
14 Xu Jianlong 656676 0.3219%
15 Zhao Weijiang 563450 0.2762%
16 pan Yafei 527085 0.2584%
17 Wu Changfeng 495980 0.2431% note 1
18 Wu Hao 340000 0.1667%
19 Liu Chunyan 340000 0.1667%
20 Ni Jianwei 340000 340000 0.1667% note 1
21 Hu Xiaoqun 340000 0.1667%
22 Che Huizhu 302724 0.1484%
23 Xu Xiaoqing 240000 0.1176%
24 high wave 232038 0.1137%
25 xuanlu 224528 0.1101%
26 luligan 175950 0.0863%
27 Zhou Jun 170000 0.0833%
28 Yu Ruhui
