China Securities Co.Ltd(601066)
About Wpg (Shanghai) Smart Water Public Co.Ltd(603956)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” or “recommendation institution”) as a recommendation institution for the initial public offering and listing of Wpg (Shanghai) Smart Water Public Co.Ltd(603956) (hereinafter referred to as ” Wpg (Shanghai) Smart Water Public Co.Ltd(603956) ” or “company”), in accordance with the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and other laws and regulations, The Wpg (Shanghai) Smart Water Public Co.Ltd(603956) IPO and the listing and circulation of some restricted shares have been carefully and prudently verified. The verification results and verification opinions are as follows:
1、 Types of restricted shares listed this time
Approved by the reply on approving Wpg (Shanghai) Smart Water Public Co.Ltd(603956) initial public offering of shares (zjxk [2018] No. 2156) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, Wpg (Shanghai) Smart Water Public Co.Ltd(603956) (hereinafter referred to as “the company”) issued 42596100 RMB common shares (A shares) to the public for the first time, The company’s shares were listed on the Shanghai Stock Exchange on February 22, 2019.
The restricted shares listed and circulated this time are the restricted shares of the company’s initial public offering, involving 10 shareholders, including Li Jixi, Shanghai WeiMiao investment management partnership (limited partnership), sun hailing, Ningbo Fengbei huitai Investment Center (limited partnership), Li Shukun, Shanghai Weigang investment management partnership (limited partnership) Foshan advantage Yisheng equity investment partnership (limited partnership), Zhejiang Weishidun Environmental Technology Co., Ltd., Yang dengbin and Chen Junfeng. The lock up period is 36 months from the date of listing of the company’s shares, and the current lock up period is about to expire. The number of shares that have been lifted and applied for listing and circulation this time is 338.1 million, accounting for 79.37% of the current total share capital of the company, and will be listed and circulated from February 22, 2022.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
On February 22, 2019, after the completion of the company’s initial public offering, the total share capital of the company is 425960100 shares, including 42596100 shares with unlimited sales conditions and 383364000 shares with limited sales conditions.
On February 24, 2020, Shanghai Jinpu emerging industry equity investment fund partnership (limited partnership), Pingtan Wangshi Yingke venture capital partnership (limited partnership), Wang Xuefeng, Pingtan Yingke Shengda venture capital partnership (limited partnership) Pingtan Yingke Shenglong venture capital partnership (limited partnership) and Pingtan Yingke Shengtong venture capital partnership (limited partnership) have a total of 6 shareholders. The initial public offering of restricted shares with a lock-in period of 12 months has a total of 45264000 shares listed and circulated. After the aforesaid restricted shares were listed and circulated, the total number of shares of the company remained unchanged and remained at 425960100 shares, including 87860100 shares with unlimited conditions and 3381000000 shares with limited conditions.
The convertible corporate bonds publicly issued by the company on November 9, 2020 can be converted into common shares of the company from May 13, 2021. As of the date of this announcement, the cumulative number of shares converted has been 725, and the total number of shares of the company has increased to 425960825, including 87860825 tradable shares with unlimited conditions and 3381000000 tradable shares with limited conditions.
3、 Relevant commitments on the listing and circulation of restricted shares
According to the prospectus for initial public offering of the company, the relevant commitments made by the shareholders applying for the listing and circulation of restricted shares are as follows:
(I) share circulation restrictions and voluntary lock-in commitments
1. Mr. Li Jixi and Ms. sun Hailing promise:
Within 36 months from the date when the company’s shares are listed and traded on the stock exchange, I will not transfer or entrust others to manage the company’s shares directly or indirectly held by me before this issuance, nor will the company repurchase such shares. After the expiration of the aforesaid commitment lock-in period, during the period when I am a director, supervisor and senior manager of the company, the shares transferred each year shall not exceed 25% of the total number of shares of the company directly or indirectly held by me; I will not transfer the shares of the company directly or indirectly held by me within six months from the date of reporting my resignation. If the shares are reduced within two years after the expiration of the above-mentioned share lock-in commitment period, the reduction price shall not be lower than the issuance price. Within six months after the listing of the company, if the closing price of the company’s shares is lower than the issuance price for 20 consecutive trading days (the issuance price shall be adjusted accordingly if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of provident fund into share capital and allotment of shares during this period), Or if the closing price at the end of six months after the listing is lower than the issue price (if the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of provident fund into share capital, allotment of shares during this period, the issue price shall be adjusted accordingly), the lock-in period of the company’s shares directly or indirectly held by me shall be automatically extended for six months.
2. Shanghai Weigang investment management partnership (limited partnership), Shanghai WeiMiao investment management partnership (limited partnership) and Mr. Li Shukun promise:
Within 36 months from the date when the company’s shares are listed and traded on the stock exchange, the enterprise / myself will not transfer or entrust others to manage the company’s shares directly or indirectly held by the enterprise / myself before this issuance, nor will the company repurchase such shares.
3. Ningbo Fengbei huitai Investment Center (limited partnership), Foshan yiyisheng equity investment partnership (limited partnership), Zhejiang Weishidun Environmental Technology Co., Ltd., Yang dengbin and Chen Junfeng promise:
Within 36 months from the date when the company’s shares are listed and traded on the stock exchange, the enterprise / myself will not transfer or entrust others to manage the company’s shares held by the enterprise / myself before this issuance, nor will the company repurchase such shares.
(II) commitment of shareholding intention and reduction intention
1. Mr. Li Jixi and Ms. sun Hailing promise:
After the expiration of the lock up period of the company’s shares held by me, my reduction of the shares held by me shall comply with the requirements of relevant laws and regulations and the rules of the stock exchange. 1. Reduction method. The reduction methods include but are not limited to centralized bidding trading in the secondary market and block trading. 2. Reduction price. The price of the company’s shares held by me (in case of ex right and ex interest matters such as dividend distribution, share distribution, conversion of provident fund into share capital and allotment of shares during this period, the issue price shall be adjusted accordingly) shall be determined according to the current secondary market price and shall comply with the requirements of relevant laws and regulations and the rules of the stock exchange; If the company’s shares held by me before the company’s initial public offering are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of the company’s initial public offering shares. 3. Reduction period. I will make independent decisions and choose the opportunity to reduce my holdings in accordance with relevant laws and regulations and the rules of the stock exchange, in combination with the situation of the stock market, the trend of the company’s shares and public information. 4. Before reducing the shares of the company held by me, I shall make an announcement three trading days in advance, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange.
Within two years after the expiration of the lock up period, the total number of shares of the company reduced each year shall not exceed 25% of the total number of shares registered in my name on the last trading day of the previous year.
2. Shanghai Weigang investment management partnership (limited partnership) and Shanghai WeiMiao investment management partnership (limited partnership) promise:
After the lock up period of the company’s shares held by the enterprise expires, the reduction of the company’s shares held by the enterprise shall comply with the requirements of relevant laws and regulations and the rules of the stock exchange. 1. Reduction method. The reduction methods include but are not limited to centralized bidding trading in the secondary market and block trading. 2. Reduction price. The price of the company’s shares held by the enterprise during the reduction (the issue price shall be adjusted accordingly in case of ex right and ex interest matters such as dividend distribution, share distribution, conversion of provident fund into share capital and share allotment) shall be determined according to the current secondary market price and shall comply with the requirements of relevant laws and regulations and the rules of the stock exchange; Public securities held by the enterprise before the company’s initial public offering
If the company’s shares are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of the company’s initial public offering
Line price. 3. Reduction period. The enterprise will combine the securities in accordance with relevant laws and regulations and the rules of the stock exchange
According to the situation of the securities market, the trend of the company’s shares and public information, make independent decisions and choose the opportunity to reduce holdings. 4、
The enterprise shall announce the reduction of Wpg (Shanghai) Smart Water Public Co.Ltd(603956) shares three trading days in advance and in accordance with the regulations of the stock exchange
Perform the obligation of information disclosure. The Wpg (Shanghai) Smart Water Public Co.Ltd(603956) shares held by the enterprise shall be accumulated within 12 months after the expiration of the lock-in period
The proportion of reduced shares shall not exceed 50% of the total shares held by the enterprise at that time, and the enterprise holds Wpg (Shanghai) Smart Water Public Co.Ltd(603956) shares
Within 24 months after the expiration of the lock up period, the cumulative reduction of shares shall not exceed 100% of the total number of shares held at that time.
As of the date of this announcement, the above shareholders have strictly fulfilled their commitments, and no relevant commitments have not been fulfilled
And affect the listing and circulation of restricted shares.
4、 Occupation of funds by controlling shareholders and their related parties
The company has no funds occupied by controlling shareholders and their related parties.
5、 Listing and circulation of restricted shares
1. The number of restricted shares listed and circulated this time is 338.1 million shares
2. The listing and circulation date of restricted shares is February 22, 2022
3. Detailed list of listing and circulation of initial restricted shares
No. name of shareholder holding limited sale shares proportion of limited sale shares in the total share capital of the company’s remaining restricted sale shares (shares) in this listing (%) quantity (shares) quantity (shares)
1 Li Jixi 248577000 58.36 248577000 0
2 Shanghai WeiMiao investment management partnership 31050000 7.29 31050000 0 (limited partnership)
3 sun hailing 25875000 6.07 25875000 0
4 Ningbo Fengbei huitai Investment Center (limited partnership)
5 Li Shukun 6900000 1.62 6900000 0
6 Shanghai Weigang investment management partnership 6900000 1.62 6900000 0 (limited partnership)
7 Foshan advantage Yisheng equity investment partnership 2877000 0.68 enterprise (limited partnership)
8 Zhejiang Weishidun Environmental Technology Co., Ltd. 2492000 0.59 2492000
9 Yang dengbin 1916000 0.45 1916000 0
10 Chen Junfeng 1916000 0.45 1916000 0
Total 338.1 million 79.37 338.1 million 0
Note 1: there is a mantissa difference between the sum of the total of the above proportions and the direct addition of each addend, which is caused by rounding.
6、 Wpg (Shanghai) Smart Water Public Co.Ltd(603956) capital stock change structure table
Unit: changes in share capital before and after the current listing
Circulation with limited sales conditions 1. Shares held by domestic natural persons 285184000 – 285184000 0 shares 2. Shares held by other domestic legal persons 52916000 – 52916000 0. The total number of circulating shares with limited sales conditions is 3381000000 – 33810000000 0 0 0
Outstanding A shares with no sale conditions 87860825 3381000000 425960825 shares total outstanding shares with no sale conditions 87860825 3381000000 425960825
Total shares 425960825
