Haitong Securities Company Limited(600837)
About Shanghai Ceo Environmental Protection Technology Co.Ltd(688335)
The verification opinions Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) on the listing and circulation of some restricted shares in the initial public offering of shares serve as Shanghai Ceo Environmental Protection Technology Co.Ltd(688335) (hereinafter referred to as ” Shanghai Ceo Environmental Protection Technology Co.Ltd(688335) ” or “company”) for the initial public offering of shares and listing on the science and innovation board, and continuously supervise the sponsor, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, the lifting of the listing and circulation of some restricted shares in Shanghai Ceo Environmental Protection Technology Co.Ltd(688335) initial public offering has been carefully and prudently verified. The details of the verification are as follows:
1、 Types of restricted shares listed this time
On July 21, 2020, China Securities Regulatory Commission issued the reply on Approving the registration of Shanghai Ceo Environmental Protection Technology Co.Ltd(688335) initial public offering (zjxk [2020] No. 1532) and approved the application for registration of Shanghai Ceo Environmental Protection Technology Co.Ltd(688335) (hereinafter referred to as “the company” or ” Shanghai Ceo Environmental Protection Technology Co.Ltd(688335) ” or “the issuer”) initial public offering of shares. The company issued 18200000 RMB common shares (A shares) to the public for the first time and was listed on the science and Innovation Board of Shanghai Stock Exchange on August 17, 2020. After the initial public offering, the total share capital of the company is 72521508 shares, including 16612339 shares without circulation restrictions and sales restrictions, and 55909169 shares with circulation restrictions or sales restrictions.
The restricted shares circulated in this listing are some restricted shares issued by the company in the initial public offering. The restricted period is 18 months from the date of listing of the company’s shares. The number of shareholders involved in the restricted shares is 1, and the corresponding number of restricted shares is 1278153, accounting for 1.76% of the company’s total share capital. The number of shares that have been lifted and applied for listing and circulation this time is 1278153, which will be listed and circulated from February 17, 2022.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
The restricted shares listed and circulated this time are part of the restricted shares issued in the initial public offering. From the formation of the restricted shares listed and circulated this time to the date of issuance of this verification opinion, the company has not changed the number of share capital due to profit distribution and conversion of accumulation fund.
3、 Relevant commitments and performance of the restricted shares listed and circulated this time
The commitments made by the shareholders of restricted shares applying for listing and circulation are as follows:
(I) commitment of the company’s shareholder SDIC (Shanghai) venture capital fund enterprise (limited partnership) for the transformation of scientific and technological achievements
1. If the time when the company completes the initial declaration of initial public offering of shares is no more than 6 months from the date when the industrial and commercial change registration procedures for capital increase of the company are completed, the enterprise will not transfer or entrust others to manage the 1917230 shares held by the enterprise before the public offering of shares within 36 months from the date of completion of the industrial and commercial change registration procedures for capital increase, Nor will the company repurchase this part of the shares held by the enterprise; If the time when the company completes the initial declaration of the initial public offering of shares is more than 6 months from the completion of the industrial and commercial change registration procedures for the capital increase of the company, the enterprise will not transfer or entrust others to manage the 1917230 shares before the public offering of shares held by the enterprise within 12 months from the date of listing of the company’s shares, Nor will the company repurchase this part of the shares held by the enterprise.
2. If the time point when the company completes the initial public offering of shares is no more than 6 months from the date when the industrial and commercial change registration procedures for the transferee of the shares of the actual controller of the company are completed, within 36 months from the date of the issuer’s initial public offering and listing, It will not transfer or entrust others to manage the 1278153 shares of the issuer before the public offering of shares transferred from the actual controller of the company and directly held by the enterprise, nor will the issuer repurchase such shares; If the closing price of the issuer’s shares for 20 consecutive trading days within 6 months after listing is lower than the offering price, or the closing price at the end of 6 months after listing is lower than the offering price, the lock-in period of 1278153 shares directly held by the enterprise before the public offering of the issuer’s shares will be automatically extended for 6 months (in case of ex right and ex dividend matters, the offering price or number of shares will be adjusted accordingly, the same below).
3. If the time when the company completes the initial declaration of initial public offering of shares is more than 6 months from the date when the industrial and commercial change registration procedures for capital increase of the company are completed, the company will not transfer or entrust others to manage the 1278153 shares of the issuer before the public offering of shares transferred from the actual controller of the company and directly held by the company within 12 months from the date of listing of the company’s shares, Nor will the company repurchase this part of the shares held by the enterprise.
4. If the shares of the issuer held by the enterprise are reduced within two years after the expiration of the lock-in period before the public offering of shares, the reduction price shall not be lower than the issuance price of the initial public offering of shares (in case of ex rights and ex interests due to the company’s distribution of cash dividends, share distribution, conversion of share capital, additional issuance of new shares and other reasons, the above issuance price shall be adjusted accordingly in accordance with the relevant provisions of the stock exchange).
If the shares are reduced within two years after the expiration of the lock-in period, the amount of reduction shall not exceed 100% of the shares issued before the issuer’s initial public offering directly or indirectly held by the enterprise.
5. The company will strictly abide by the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, and reduce its shares in accordance with the law and regulations.
6. After the issuance of this commitment, if the China Securities Regulatory Commission or its dispatched office and Shanghai Stock Exchange make other regulatory provisions, and the above commitments cannot meet these Provisions, the enterprise promises to issue supplementary commitments according to the latest provisions at that time.
As of the signing date of this verification opinion, the shareholders of restricted shares applying for listing have strictly fulfilled the corresponding commitments, and there is no situation that the non performance of relevant commitments affects the listing and circulation of restricted shares.
4、 Listing and circulation of restricted shares
1. The number of restricted shares listed and circulated this time is 1278153, accounting for 1.76% of the total share capital of the company.
2. The listing and circulation date of restricted shares is February 17, 2022.
3. Listing and circulation details of initial restricted shares:
Name of sequential shareholders holding limited sale shares proportion of limited sale shares in the total share capital of the company’s remaining restricted sale shares (shares) in the current listing (%) number of shares (shares) (shares)
SDIC (Shanghai) venture capital fund enterprise for the transformation of scientific and technological achievements (yes)
1 1278153 1.76% (limited to partnership)
12753.811% in total
4. Listing and circulation of restricted shares:
Serial No. type of restricted shares number of shares in circulation (shares) restricted period (month)
1 initial restricted shares 1278153 18
Total 1278153 18
5、 Verification opinions of the recommendation institution
After verification, Haitong Securities Company Limited(600837) believes that the number of shares and listing and circulation time of the company’s application for lifting the restrictions on sales comply with the relevant provisions of 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, and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and there are no substantive obstacles; The holders of the restricted shares of the company have fulfilled their commitments made in the initial public offering of the company; The information disclosure of the company on the circulation and listing of the lifted restricted shares is true, accurate and complete.
The recommendation institution agrees that the restricted shares of the company will be lifted and listed for circulation.
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