China International Capital Corporation Limited(601995)
About China Resources Microelectronics Limited(688396)
The verification opinions on the listing and circulation of IPO strategic placement restricted shares are in accordance with the relevant provisions of the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, and the Listing Rules of science and innovation board of Shanghai Stock Exchange, As the sponsor of China Resources Microelectronics Limited(688396) (hereinafter referred to as ” China Resources Microelectronics Limited(688396) “, or “the company”), China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “the sponsor”) has carefully and prudently verified the listing and circulation of China Resources Microelectronics Limited(688396) strategic placement restricted shares in the initial public offering. The specific verification conditions and verification opinions are as follows:
1、 Types of restricted shares traded in this listing
According to the reply on Approving the registration of China Resources Microelectronics Limited(688396) initial public offering (zjxk [2020] No. 144) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 19, 2020, we agree to the registration application of China Resources Microelectronics Limited(688396) initial public offering. The company issued 292994049 RMB ordinary shares (A shares) to the public for the first time (before exercising the over allotment option), and was listed on the science and Innovation Board of Shanghai Stock Exchange on February 27, 2020. After the issuance, the total share capital was 1171976195 shares (before exercising the over allotment option). The over allotment option of the company’s initial public offering of RMB common shares (A shares) has been fully exercised on March 27, 2020, corresponding to the newly issued 43949000 shares, so the total number of shares issued has been expanded to 336943049 shares, and the total share capital of the company has increased from 1171976195 shares to 1215925195 shares, including 978788207 tradable shares with limited sales conditions, 237136988 tradable shares without restrictions.
On August 27, 2020, the company made an initial public offering of 11907847 restricted shares placed offline and listed for circulation; On March 1, 2021, the company made an initial public offering of 80085714 restricted shares strategically placed and listed for circulation. The restricted shares listed and circulated this time are the strategic placement shares of the company’s initial public offering. The number of restricted shareholders is 1. The restricted period is 24 months from the date when the company’s initial shares are listed on the science and Innovation Board of Shanghai Stock Exchange. The number of shares corresponding to these restricted shareholders is 7812500. For details, see the relevant announcement disclosed by the company on the website of Shanghai Stock Exchange. The number of shares that have been lifted and applied for listing and circulation this time is 7812500. The current lock-in period is about to expire and will be listed and circulated from February 28, 2022.
2、 Changes in the number of share capital of the company since the formation of restricted shares listed and circulated this time
According to the reply on Approving the registration of China Resources Microelectronics Limited(688396) issuing shares to specific objects (zjxk [2021] No. 843) issued by China Securities Regulatory Commission on March 10, 2021, the company is approved to apply for the registration of issuing A-Shares to specific objects. 104166666 new shares issued by the company this time have gone through the registration and custody procedures for the issuance of new shares in China Securities Depository and Clearing Co., Ltd. Shanghai Branch on April 26, 2021. After the issuance, the total share capital of the company increased from 1215925195 shares to 1320091861 shares.
In addition to the above, after the restricted shares listed and circulated this time were formed, the company did not change the number of share capital due to profit distribution and conversion of reserve fund.
3、 Relevant commitments of restricted shares in circulation this time
The restricted shares listed and circulated this time belong to the strategic placing shares of the initial public offering, and the placing object promises that the restricted selling period of the allocated shares is 24 months from the date of listing of the company’s shares.
In addition to the above commitments, the shareholders of restricted shares applying for listing this time have no other special commitments.
As of the date of disclosure of the verification opinions, the shareholders of restricted shares applying for listing have strictly fulfilled the corresponding commitments, and there is no situation in which the non performance of relevant commitments affects the listing and circulation of restricted shares.
4、 Listing and circulation of restricted shares in this strategic placement
(I) the total number of restricted shares in circulation this time is 7812500
1. The number of strategic placement shares in circulation this time is 7812500 shares, and the sales restriction period is 24 months. The company confirms that the number of shares listed and circulated is the number of all strategic placement shares in the restricted period.
2. The restricted shares in circulation this time are all strategic placement shares.
(II) the listing and circulation date is February 28, 2022
(III) the listing and circulation details of restricted shares are as follows:
Number of shares with limited sales held in sequence in the name of the company’s remaining shareholders with limited sales number in this listing proportion of the company’s total share capital number of shares in circulation (shares) (shares)
1 CICC wealth Securities Co., Ltd. 7812500.5918%
Total 7812500.5918%
The listing and circulation of restricted shares is as follows:
Serial No. type of restricted shares number of shares in circulation (shares) restricted period (month)
1 strategic placement shares 7812500 24
Total 7812500-
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
As of the date of issuance of this verification opinion, China Resources Microelectronics Limited(688396) holders of restricted shares in the initial public offering have strictly complied with their commitments made in the initial public offering of the company. The listing and circulation quantity, listing and circulation time and other relevant matters of the restricted shares comply with the relevant provisions of the administrative measures for securities issuance and listing recommendation business and the Listing Rules of Shanghai Stock Exchange on the science and innovation board. The recommendation institution has no objection to the listing and circulation of the restricted shares. (no text below)
