Citic Securities Company Limited(600030)
About Embedway Technologies (Shanghai) Corporation(603496) (Shanghai) Co., Ltd
Verification opinions on lifting the ban on the listing and circulation of non-public offering shares and restricted shares
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) is the sponsor of Embedway Technologies (Shanghai) Corporation(603496) (Shanghai) Co., Ltd. (hereinafter referred to as ” Embedway Technologies (Shanghai) Corporation(603496) ” or “company”) non-public offering of A-Shares in 2021 (hereinafter referred to as “this non-public offering”), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of the Shanghai Stock Exchange, and the guidelines for the continuous supervision of listed companies of the Shanghai Stock Exchange, we have carefully verified the lifting of the listing and circulation of restricted shares in the non-public offering of Embedway Technologies (Shanghai) Corporation(603496) and issued the following verification opinions: 1. The listing type of restricted shares this time
With the approval of the reply on Approving the non-public development of shares of Embedway Technologies (Shanghai) Corporation(603496) (Shanghai) Co., Ltd. (zjxk [2020] No. 1827) issued by the CSRC, Embedway Technologies (Shanghai) Corporation(603496) is approved to issue 28932436 ordinary shares in RMB by means of non-public offering. The registration and custody procedures of the company’s new shares in this non-public offering were completed in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on August 23, 2021.
According to the relevant provisions of the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, the restricted period for non-public issuance of allocated shares is 6 months, which will be listed and traded on the Shanghai Stock Exchange from the next trading day after the expiration of the restricted period. In case of legal holidays or rest days, it will be postponed to the first trading day thereafter. 2、 Changes in the number of share capital of the company since the formation of the restricted shares
After the registration of new shares in this non-public offering is completed, the total number of shares of the company has increased by 28932436 shares, and the total number of shares of the company has increased from 199046493 shares to 227978929 shares. On October 27, 2021, the eighth meeting of the third board of directors and the eighth meeting of the third board of supervisors deliberated and adopted the proposal on the proposed repurchase and cancellation of some restricted shares and cancellation of some stock options. The total number of shares repurchased and cancelled this time was 24424, and the total number of shares of the company was changed from 227978929 to 227954505. In addition to the above, there has been no other change in the number of share capital of the company since the formation of restricted shares in this non-public offering.
3、 Relevant commitments on the listing and circulation of restricted shares
All 13 issuers who lifted the restrictions on the sale of restricted shares in this non-public offering promised that the shares subscribed for would not be transferred within 6 months from the date of completion of the issuance.
As of the issuance date of this verification opinion, the relevant shareholders who lifted the restricted shares have strictly fulfilled the relevant commitments, and there is no situation that the failure to fulfill the relevant commitments affects the listing and circulation of the restricted shares.
The holders of restricted shares applying for listing this time have no special commitment to listing. 4、 Listing and circulation of restricted shares
The number of restricted shares listed and circulated this time is 28932436;
The listing and circulation date of restricted shares is February 24, 2022;
The listing and circulation details of restricted shares are as follows:
Number of names of shareholders holding restricted shares and limited share capital in the secondary listing process (number of single shares: shares) of the company’s total shares (number of single shares: shares) this proportion: shares) (unit: shares)
1 CAITONG Fund Management Co., Ltd. 4662218 2.05% 4662218 0
2 Guotai Junan Securities Co.Ltd(601211) Securities Co., Ltd. 4170141 1.83% 4170141 0 company
3 Nord Fund Management Co., Ltd. 3002502 1.32% 3002502 0
4 Huang Zhichun 2585487 1.13% 2585487 0
5 Shanghai Mingda industry (Group) has 2502085 1.10% 2502085 0 limited company
6 Dong Weiguo 2168473 0.95% 2168473 0
7 BNP Paribas 2085070 0.91%
8 Xinyu selects investment partnership 1668056 0.73% (limited partnership)
9 li Wenlin 1668056 0.73%
10 UBSAG 1,668,056 0.73% 1,668,056 0
11 Xingzheng Global Fund Management Co., Ltd. 1084236 0.48% 1084236 0 Division
Ningbo ningju asset management center
12 (limited partnership) – ningju YINGSHANHONG 834028 0.37% private securities investment fund No. 834028 09
13 Lin Dachun 834028 0.37%
Total 28932436 12.69% 0
5、 Statement of changes in share capital structure
Unit: changes in share capital before the listing and after the listing
1. Shares held by state-owned legal persons 4170141 – 4170141 0
2. Shares held by domestic natural persons 7410611 – 7256044 154567
Conditions for limited sale 3. Overseas legal person (including QFII, rqfii of 3753126 – 3753126 0 tradable shares)
4. Others 13753125 – 13753125 0
The total number of tradable shares with limited sales conditions is 29087003 – 28932436 154567
Unlimited sale conditions A-Shares 198867502 28932436 227799938
The total number of tradable shares with unlimited sales conditions is 198867502 28932436 227799938
Total shares 227954505 0 227954505
6、 Verification opinions of the recommendation institution
1. The listing and circulation of restricted shares complies with the company law, the Listing Rules of Shanghai Stock Exchange and other relevant provisions;
2. The number of restricted shares lifted and the listing and circulation time are in line with relevant laws and regulations and the commitment of restricted shares;
3. The information disclosure of the circulation and listing of restricted shares is true, accurate and complete;
The recommendation institution has no objection to Embedway Technologies (Shanghai) Corporation(603496) the lifting of the ban on the listing and circulation of restricted shares in this non-public offering.
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on lifting the ban on the listing and circulation of restricted shares of non-public development banks of Embedway Technologies (Shanghai) Corporation(603496) (Shanghai) Co., Ltd.) signature of the sponsor representative:
Zhai Cheng Fanlu
Citic Securities Company Limited(600030) mm / DD / yy
