Stock Code: 300945 stock abbreviation: Mclon Jewellery Co.Ltd(300945) Announcement No.: 2022-007 Mclon Jewellery Co.Ltd(300945)
Suggestive announcement on the listing and circulation of issued shares before initial public offering
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Special tips:
1. The shares released this time are the shares issued before the initial public offering. There are 29 shareholders, with 35298737 shares, accounting for 17.3033% of the total share capital after the issuance. The sales restriction period is 12 months from the date of listing.
2. The listing and circulation date of the shares whose sales restrictions are lifted this time is Thursday, February 10, 2022.
1、 Overview of shares issued before IPO
(I) initial public offering
The registration of Mclon Jewellery Co.Ltd(300945) (hereinafter referred to as “the company”) was approved by the reply on Approving the registration of Mclon Jewellery Co.Ltd(300945) initial public offering of shares (zjxk [2021] No. 64) of China Securities Regulatory Commission, and Mclon Jewellery Co.Ltd(300945) (hereinafter referred to as “the company”) 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.
The total share capital of the company before the initial public offering is 153000000 shares, and after the initial public offering is completed, the total share capital is 204000000 shares, of which the number of tradable shares with limited sales conditions is 155633196 shares, accounting for 76.2908% of the total share capital after the issuance, and the number of tradable shares with unlimited sales conditions is 48366804 shares, accounting for 23.7092% of the total share capital after the issuance.
(II) changes in share capital after listing
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, and the total capital stock of the company was 204000000 shares, including 51000000 tradable shares with no sale conditions, accounting for 25.00% of the total capital stock of the company, and 153000000 tradable shares with limited sale conditions, accounting for 75.00% of the total capital stock of the company. For details, please refer to the suggestive announcement on the listing and circulation of offline placement and restricted shares of initial public offering (Announcement No. 2021-044) disclosed by the company on cninfo.com on August 5, 2021.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
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) share restriction commitment
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 performing 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 Mclon Jewellery Co.Ltd(300945) IPO directly or indirectly held by it, nor shall Mclon Jewellery Co.Ltd(300945) repurchase this part of shares.
(II) share reduction commitment
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 fails to fulfill the above commitment, the relevant proceeds of {945} shares will belong to the company. (6) The promisor will not give up the performance of the above commitments due to job change, resignation and other reasons.
As of the date of this announcement, the shareholders who applied for lifting the restrictions on sales have strictly fulfilled the above commitments during the restriction period and have not violated the above commitments.
The shareholders applying for lifting the restrictions on the sale of shares do not occupy the funds of the listed company for non operating purposes, and the company does not provide illegal guarantees to the above-mentioned shareholders.
Among the corporate shareholders whose sales restrictions are lifted this time, there is no situation that directors, supervisors, senior managers or other natural persons indirectly hold shares of the company through legal persons and make such commitments as “transferring indirectly held shares not more than 25% every year during their tenure and not transferring indirectly held shares within half a year after their resignation”.
Among the shareholders who lifted the restricted shares this time, there were no close relatives or other related personnel of the directors, supervisors and senior management.
3、 The listing and circulation arrangement of restricted shares is lifted this time
(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) the total number of shareholders whose restricted shares are lifted this time is 29;
(IV) the details of the lifting of restrictions on the sale and listing of shares are as follows:
Unit: 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%
twenty-five
