Sinolink Securities Co.Ltd(600109)
About Ropeok Technology Group Co.Ltd(688619)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as the “sponsor”) is a sponsor for the initial public offering and listing of Ropeok Technology Group Co.Ltd(688619) (hereinafter referred to as the “688619}” or the “company”). In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the listing and circulation of some restricted shares in the initial public offering of Ropeok Technology Group Co.Ltd(688619) has been carefully verified. The verification conditions and opinions are as follows:
1、 Types of restricted shares traded in this listing
According to the reply on Approving the registration of Ropeok Technology Group Co.Ltd(688619) initial public offering of shares (zjxk [2021] No. 147) issued by China Securities Regulatory Commission on January 19, 2021, the application for registration of the company’s initial public offering of shares is approved. The company issued 46.83 million RMB ordinary shares to the public for the first time and was listed on the science and Innovation Board of Shanghai Stock Exchange on February 23, 2021. After the initial public offering, the total share capital of the company is 187288015 shares, including 42880099 tradable shares with unlimited sales conditions and 144407916 tradable shares with limited sales conditions.
The restricted shares circulated in this listing are some restricted shares issued by the company in the initial public offering, and the restricted period is 12 months from the date of listing of the company’s shares. The number of shares that have been lifted and applied for listing and circulation this time is 39876495, involving 17 shareholders of restricted shares, accounting for 21.29% of the total share capital of the company. This part of restricted shares will be listed and circulated from February 23, 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 are part of the restricted shares issued by the company in the initial public offering. Since the formation of the restricted shares issued by the company in the initial public offering, the company has not changed the number of share capital due to profit distribution and the conversion of accumulation fund.
3、 Relevant commitments of restricted shares circulating in this listing
Some of the restricted shares circulated in this listing belong to the restricted shares of the company’s initial public offering. According to the company’s prospectus on initial public offering and listing on the science and innovation board and the announcement on initial public offering and listing on the science and innovation board, the shareholders of restricted shares applying for listing make the following commitments:
(I) commitment of directors or senior executives who indirectly hold shares of the company and concurrently serve as core technicians to voluntarily lock up shares
As directors or senior executives of the company and also core technicians, Jiang Wentao and Zhang Xiang promise that they will not transfer or entrust others to manage their own shares issued before the company’s public offering of shares within 12 months from the date of listing of the company’s shares, nor will the company buy back such shares. If the company’s shares are reduced within two years after the expiration of the above lock-in period, the reduction price shall not be lower than the issuance price of the initial public offering; Within six months after the listing of the company, if the closing price of the shares is lower than the issue price for 20 consecutive trading days, or the closing price at the end of six months after the listing is lower than the issue price, the lock-in period of the company’s shares held by me will be automatically extended for six months. During the period, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion to increase share capital, the base price of reduction shall be adjusted accordingly. During the period of serving as a director or senior manager or core technician of the company, the shares transferred by myself each year shall not exceed 25% of the total shares of the company held by them, and the shares held by them shall not be transferred within six months after leaving the company. If I resign before 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 within the term of office determined when I am a director or senior manager or core technician of the company and within 6 months after the expiration of my term of office. Within 4 years from the date of expiration of the pre IPO share restriction, the annual transfer of pre IPO shares shall not exceed 25% of the total number of pre IPO shares of the company held at the time of listing. If the CSRC and Shanghai Stock Exchange have other special provisions on the above-mentioned lock up period, the provisions of the CSRC and Shanghai Stock Exchange shall prevail. I will not give up fulfilling the above commitments due to subjective reasons such as job change or resignation.
(II) commitment of senior managers who indirectly hold shares of the company to voluntarily lock up shares
As senior managers of the company, Hong Yumei (who has expired and is currently holding other positions in the company) and Cui Li (who has left) promise that they will not transfer or entrust others to manage their own shares issued before the public offering of the company’s shares within 12 months from the date of listing of the company’s shares, nor will the company repurchase such shares. If the company’s shares are reduced within two years after the expiration of the above lock-in period, the reduction price shall not be lower than the issuance price of the initial public offering; Within six months after the listing of the company, if the closing price of the shares is lower than the issue price for 20 consecutive trading days, or the closing price at the end of six months after the listing is lower than the issue price, the lock-in period of the company’s shares held by me will be automatically extended for six months. During the period, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion to increase share capital, the base price of reduction shall be adjusted accordingly. During my tenure as a director and senior manager of the company, I will report the company’s shares and their changes to the company, and the shares transferred each year shall not exceed 25% of the total shares of the company I hold. I will not transfer my shares in the company within six months after my resignation. If I resign before the expiration of my term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by me during the term of office determined when I became a director and senior manager of the company and within six months after the expiration of my term of office. I will not give up fulfilling the above commitments due to subjective reasons such as job change or resignation.
(III) commitment of supervisors who indirectly hold shares of the company to voluntarily lock up shares
As supervisors of the company, Wu Jun (who has left his post at the expiration of his term and currently serves as senior management of the company), Xu Kunming and Huang Huiming (who has left his post at the expiration of his term and currently holds other positions in the company) promise not to transfer or entrust others to manage the shares issued before the public issuance of the company’s shares held by him within 12 months from the date of listing of the company’s shares, Nor will the company repurchase this part of the shares. During my term as supervisor of the company, the shares transferred each year shall not exceed 25% of the total shares of the company held by me. I will not transfer my shares in the company within six months after my resignation. If I resign before the expiration of my term of office, during the term of office determined when I became a supervisor of the company 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. I will not give up fulfilling the above commitments due to subjective reasons such as job change or resignation.
(IV) commitment of core technicians who indirectly hold shares of the company to voluntarily lock in shares
As a core technician of the company, sun Shenyu promised that he would not transfer or entrust others to manage his shares issued before the company’s public offering of shares within 12 months from the date of listing of the company’s shares and 6 months after his resignation, nor would the company repurchase such shares. Within 4 years from the expiration of the pre IPO share restriction, the pre IPO shares transferred each year shall not exceed 25% of the total pre IPO shares of the company held at the time of listing.
If the CSRC and Shanghai Stock Exchange have other special provisions on the above-mentioned lock up period, the provisions of the CSRC and Shanghai Stock Exchange shall prevail. I will not give up fulfilling the above commitments due to subjective reasons such as job change or resignation.
(V) commitment of other shareholders of the company to voluntarily lock up shares
The shareholders of the company are Beijing Teda Borui Investment Management Co., Ltd., Xiamen Jianfa emerging industry equity investment No. 5 partnership (limited partnership), Xiamen hengchengyu investment partnership (limited partnership), Xiamen yongchengyu investment partnership (limited partnership), Zhangjiagang Free Trade Zone October Hualong investment management partnership (limited partnership) Shenzhen Huizhi Tongan investment partnership (limited partnership), Shenzhen Huizhi TongZhou investment partnership (limited partnership), zhongbing shengqian equity investment partnership (limited partnership) in Pingtan Comprehensive Experimental Zone, Huaxin Petroleum (Xiamen) Co., Ltd., Xiamen xiachuang Qunxian venture capital partnership (limited partnership), Xiamen Fukai venture capital partnership (limited partnership) Fujian Huake Venture Capital Co., Ltd., Zhang Dongsheng, Fujian Huaxing Runming Venture Capital Co., Ltd., Xiamen Qianyi investment partnership (limited partnership), Zhang Yuguang and Xiamen Torch Group Venture Capital Co., Ltd. promise that within 12 months from the date of listing of the company’s shares, The company will not transfer or entrust others to manage the shares held by the unit / myself that have been issued before the company’s public offering of shares, nor will the company repurchase this part of shares. The unit / I will abide by laws, administrative regulations, departmental rules, normative documents and other provisions on share transfer in the business rules of the stock exchange.
5、 Restricted shares circulating in this listing
(I) the total number of restricted shares in circulation this time is 39876495
(II) the listing and circulation date is February 23, 2022
(III) listing and circulation list of restricted shares
No. name of shareholder number of shares held with limited sales proportion of shares held with limited sales to the total share capital of the company’s current listing (shares) (shares)
1 Beijing Teda Borui Investment Management Co., Ltd. 6492907 3.47% 6492907
2 Xiamen yongchengyu investment partnership 3895744 2.08% (limited partnership)
Xiamen Jianfa Xinxing Venture Capital Co., Ltd
3 company – Xiamen Jianfa emerging industry stock 3090624 1.65% 3090624 right to invest in No. 5 partnership (limited)
Partnership)
4 Xiamen hengchengyu investment partnership 2597163 1.39% (limited partnership)
5 Fujian Jinjiang October Hualong equity investment 2571911 1.37% partnership (limited partnership)
Shenzhen McGonagall Fidelity Fund Management Co., Ltd
6 limited company – Shenzhen Huizhi TongZhou investment 2568741 1.37% 2568741 partnership (limited partnership)
Shenzhen McGonagall Fidelity Fund Management Co., Ltd
7 limited company – Shenzhen Huizhi Tong’an investment 2568741 1.37% partnership (limited partnership)
Beijing guobing shengqian Investment Management Co., Ltd
8. Liability company – Pingtan Comprehensive Experimental Zone 2387430 1.27% zhongbing shengqian equity investment partnership
(limited partnership)
9 Huaxin Petroleum (Xiamen) Co., Ltd. 2069890 1.11%
No. name of shareholder number of shares held with limited sales proportion of shares held with limited sales to the total share capital of the company’s current listing (shares) (shares)
10 Xiamen xiachuang Qunxian venture capital partnership 2051759 1.10% enterprise (limited partnership)
11 Xiamen Fukai venture capital partnership 1976049 1.06% (limited partnership)
12 Fujian Huake Venture Capital Co., Ltd. 1856971 0.99% company
Chapter 13 Dongsheng 1614651 0.86%
14 Fujian Huaxing Runming Venture Capital Co., Ltd. 1545312 0.83% 1545312
Xiamen Qianyi Asset Management Co., Ltd
15 – Xiamen Qianyi investment partnership 1379926 0.74% (limited partnership)
16 Zhang Yuguang 689963 0.37% 689963
17 Xiamen Torch Group Venture Capital Co., Ltd. 519433 0.28%
Total 39876495 21.29%
Note: the discrepancy between the total of the above proportion in the total share capital and the mantissa of the sum of the itemized values is caused by rounding. (IV) listing and circulation of restricted shares
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