Securities code: 002992 securities abbreviation: Shenzhen Baoming Technology Co.Ltd(002992) Announcement No.: 2022-009 Shenzhen Baoming Technology Co.Ltd(002992)
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. There were 2 shareholders who lifted the initial restricted shares this time, and the total number of shares lifted was 4810000 shares, accounting for 2.68% of the total share capital of the company. Among them, the actual number of shares that can be listed and circulated is 4322500, accounting for 2.41% of the total share capital of the company.
2. The listing and circulation date of the restricted shares is February 14, 2022.
1、 Overview of shares issued before IPO
Approved by the reply on approving Shenzhen Baoming Technology Co.Ltd(002992) initial public offering (zjxk [2020] No. 978) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company issued 34.5 million ordinary shares (A shares) at an issue price of 22.35 yuan per share, which was listed and traded on Shenzhen Stock Exchange on August 3, 2020. After the completion of the initial public offering of RMB common shares (A shares), the total share capital of the company increased from 1034609500 shares to 1379609500 shares, including 1034609500 shares with limited sales conditions, accounting for 74.9930% of the total share capital of the company; The shares with no sale conditions are 34.5 million shares, accounting for 25.0070% of the total share capital of the company.
On May 11, 2021, the company’s 2020 annual general meeting of shareholders deliberated and approved the proposal on the company’s 2020 annual profit distribution plan, and agreed to distribute cash dividends of 3.7 yuan (including tax) for every 10 shares based on the company’s total share capital of 137960950 shares on December 31, 2020, with a total of 51045551.50 yuan. At the same time, the capital reserve is used to increase 3 shares for every 10 shares to all shareholders, with a total of 41388285 shares.
As of the date of this announcement, the total share capital of the company is 179349235 shares, of which the total number of tradable shares with limited sales conditions is 105300000 shares, accounting for 58.71% of the total share capital of the company; The total number of tradable shares subject to non sale conditions is 74049235, and the “notice on correction of lock up period”. According to the announcement, due to the situation that the closing price of the company’s stock at the end of six months after listing is lower than the IPO price of 22.35 yuan / share, Shenzhen Baoming Investment Co., Ltd., Li Jun, Li Han, Zhang Chun, Huang Yu, Ba Yin and he, Zhang Guohong, Xie Zhijian, Li Yunlong The lock up period of the company’s shares held by shareholders such as Shenzhen Huili Investment Co., Ltd. will be automatically extended for at least 6 months.
The shareholders applying for lifting the restrictions on the sale of shares are Zhang Chun and Huang Yu respectively, and the above lock up period expires. The number of restricted shares released and listed for circulation this time is 4810000 shares, accounting for 2.68% of the total share capital of the company, which will be listed for circulation from February 14, 2022.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
(I) commitments made by shareholders applying for lifting the restrictions on the sale of shares in the announcement on the listing of initial public offering of a shares
Li Han, Zhang Chun, Huang Yu, Ba Yin and he, Zhang Guohong, shareholders of directors and senior managers who directly or indirectly hold shares of the company Xie Zhijian promised: “within 12 months from the date of listing of the issuer’s initial public offering, I will not transfer or entrust others to manage the shares issued before the issuer’s public offering directly or indirectly held by me, nor will the issuer repurchase the shares issued before the issuer’s public offering directly or indirectly held by me.
If the shares held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price (if the company has ex rights and ex interests matters such as dividend, dividend distribution, share distribution, conversion of capital reserve to share capital, the issuance price shall be adjusted accordingly); If the closing price of the issuer’s shares is lower than the issue price for 20 consecutive trading days within 6 months after listing, or the closing price of the issuer’s shares is lower than the issue price at the end of 6 months after listing (February 3, 2021), the lock-in period of the issuer’s shares held by me will be automatically extended for 6 months.
In addition to the aforesaid lock-in period, during my tenure as a director and senior manager of the issuer, the shares transferred each year shall not exceed 25% of the total shares of the issuer directly or indirectly held by me, and the shares of the issuer directly or indirectly held by me shall not be transferred within half a year after my resignation. If I resign before the expiration of my term of office, during the term of office determined when I take office and within 6 months after the expiration of my term of office, the shares transferred each year shall not exceed 25% of the total shares of the company I hold.
This commitment shall remain valid, and I will not give up before performance due to job change, resignation and other reasons in the company
State your commitment. If I fail to fulfill the above commitments, the proceeds from the transfer of relevant shares shall belong to the issuer. ” (II) commitments made in the company’s prospectus by the shareholders applying for lifting the restrictions on the sale of shares:
The commitments made by the shareholders applying for lifting the restrictions on the sale of shares in the company’s prospectus are consistent with those made in the company’s listing announcement.
(III) as of the disclosure date of this announcement, the shareholders applying for lifting the restrictions on the sale of shares have no subsequent commitments related to share locking and reduction in addition to the above commitments.
(IV) the shareholders applying for lifting the restrictions on the sale of shares strictly fulfill the above commitments, strictly abide by the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and there is no violation of commitments.
(V) as of the date of the announcement, there is no violation of the company’s application for the release of restricted funds by non listed shareholders, and there is no case of the company’s application for the release of restricted funds.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares this time: February 14, 2022.
2. The number of restricted shares lifted this time is 4810000 shares, accounting for 2.68% of the total share capital of the company.
3. There are 2 Shareholders applying for lifting the restrictions on the sale of shares this time.
4. Details of the lifting of restrictions on the sale and listing of shares:
No. of restricted shares held by restricted shares the proportion of restricted shares held by restricted shares in the total pledge freeze remark no. of the company name (shares) (shares) share capital
(shares)
1 Huang Yu 4160000 4160000 2.32% 0
2 Zhang Chun 650000 650000 0.36% 0 note
Total 4810000 4810000 2.68% 0
Note: Zhang Chun, the director and general manager of the company, holds 650000 restricted shares of the company, and the number of Restricted Shares applied for lifting this time is 650000.
According to the commitment made in the company’s announcement on the listing of initial public offering of a shares, during his tenure as a director and manager of the company, the number of shares transferred to the company each year shall not exceed 25% of the total number of shares held by him. Therefore, the actual number of shares that can be listed and circulated by Zhang Chun this time is 162500.
5. Whereas the directors, supervisors and senior managers who indirectly hold shares of the listed company make a commitment to restrict the sale of their indirectly held shares, the board of directors of the company promises to supervise the relevant shareholders to strictly abide by their commitments when selling shares, and continuously disclose the performance of shareholders’ commitments in regular reports. 4、 Change structure of share capital before and after the lifting of restricted shares listing and circulation
Before and after this change
Class of shares number of shares (shares) in total number of shares (shares) number of shares (shares) in total share capital
1、 Restricted sales conditions: flow 105300000 58.71% – 4810000 100490000 56.03% through / non tradable shares
0.00% 0.00% of executive lock-in shares
Pre IPO restricted shares 105300000 58.71% – 4810000 100490000 56.03%
2、 Non sale conditions 74049235 41.29% 4810000 78859235 43.97% tradable shares
3、 Total share capital 179349235 100.00% 0 179349235 100.00%
5、 Verification opinions of the recommendation institution
The company employs Boc International (China) Co.Ltd(601696) (hereinafter referred to as ” Boc International (China) Co.Ltd(601696) “) as the sponsor of the company’s initial public offering, and the supervision period will last until December 31, 2022. In 2021, the company hired Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as a recommendation agency for non-public offering of shares. According to the relevant provisions of the measures for the administration of securities issuance and listing recommendation business of the CSRC, the company shall terminate the recommendation agreement with the original recommendation agency for re applying for the issuance of securities, The recommendation institution hired separately shall complete the continuous supervision work that the original recommendation institution has not completed. Therefore, Boc International (China) Co.Ltd(601696) has not completed the continuous supervision work undertaken by Citic Securities Company Limited(600030) . For details, see the company’s disclosure in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on July 28, 2021（ http://www.cn.info.com.cn. ）Announcement on the change of recommendation institution and recommendation representative (Announcement No.: 2021-053).
After verification, the recommendation institution believes that:
1. The number of restricted shares lifted and the time of listing and circulation of the company’s restricted shares this time comply with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the commitment of shareholders to restrict sales;
2. The information disclosure on the listing and circulation of restricted shares is true, accurate and complete;
3. The recommendation institution has no objection to the listing and circulation of the company’s restricted shares.
6、 Documents for future reference
1. Application for listing and circulation of restricted shares
2. Application form for listing and circulation of restricted shares
3. Share capital structure statement and list of restricted shares;
4. Verification opinions of the recommendation institution;
5. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Shenzhen Baoming Technology Co.Ltd(002992) board of directors February 10, 2022
