Citic Securities Company Limited(600030)
About Shenzhen Baoming Technology Co.Ltd(002992)
Verification opinions on the listing and circulation of issued shares before initial public offering
Shenzhen Baoming Technology Co.Ltd(002992) (hereinafter referred to as the "company" or " Shenzhen Baoming Technology Co.Ltd(002992) ") has issued 34.5 million RMB ordinary shares in the initial public offering with the approval of the reply on Approving the initial public offering of Shenzhen Baoming Technology Co.Ltd(002992) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") (zjxk [2020] No. 978), It was listed on Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") on August 3, 2020. 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 listing, and the supervision period will last until December 31, 2022.
The company held the seventh (Interim) meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2021 on March 1, 2021 and March 17, 2021 respectively, and deliberated and approved the proposals related to the non-public offering of A-Shares in 2021. The board of directors of the company decided to employ Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ") as the sponsor of the company's non-public offering in accordance with the authorization of the general meeting of shareholders. If the recommendation institution is not employed again according to the provisions of the administrative regulations of the people's Republic of China on securities issuance, the recommendation institution shall be terminated in accordance with the provisions of the original administrative regulations on securities issuance. Since Boc International (China) Co.Ltd(601696) has not finished the continuous supervision of the company's initial public offering, and the sponsor of this non-public offering has been replaced with Citic Securities Company Limited(600030) , Boc International (China) Co.Ltd(601696) has not completed the continuous supervision work undertaken by Citic Securities Company Limited(600030) .
According to the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, Citic Securities Company Limited(600030) has carefully and prudently verified the listing and circulation of Shenzhen Baoming Technology Co.Ltd(002992) initial public offering shares, and issued this verification opinion. The specific verification results are as follows:
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. The company's initial public offering of RMB common shares (A shares)
1034609500 shares, 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 issuance of this verification opinion, 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 without sale conditions is 74049235, accounting for 41.29% of the total share capital of the company.
On February 5, 2021, the company disclosed the correction announcement of Shenzhen Baoming Technology Co.Ltd(002992) on extending the lock up period of shares. 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 remains valid. I will not give up fulfilling the above commitment due to the change of my position in the company, resignation and other reasons. 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 date of issuance of this verification opinion, 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 issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares did not occupy the funds of the listed company for non-profit, nor did the company provide illegal guarantees for the above shareholders.
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 this time the number of restricted shares held by restricted shares in the company's pledge frozen shares remarks No. number of names of persons (shares) (shares) proportion of total 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 release of restricted shares for listing and circulation
Before and after this change
Share class share quantity in total share capital share quantity in total share capital (share) (share)
1、 Restricted conditions
Current / non current 105300000 58.71% - 4810000 100490000 56.03% shares
0.00% 0.00% of executive lock-in shares
Pre IPO restricted shares 105300000 58.71% - 4810000 100490000 56.03%
2、 Unlimited sales note 74049235 41.29% 4810000 78859235 43.97% circulating shares
3、 Total share capital 179349235 100.00% 0 179349235 100.00%
5、 Verification opinions of the recommendation institution
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. (no text below)
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on the listing and circulation of issued shares before Shenzhen Baoming Technology Co.Ltd(002992) initial public offering)
Sponsor representative:
Xiong Keyi, Chen Lifeng
Citic Securities Company Limited(600030) mm / DD / yy
