About Hangzhou Landscaping Co.Ltd(605303)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Zheshang Securities Co.Ltd(601878) (hereinafter referred to as ” Zheshang Securities Co.Ltd(601878) ” or “sponsor”) as a sponsor of Hangzhou Landscaping Co.Ltd(605303) (hereinafter referred to as ” Hangzhou Landscaping Co.Ltd(605303) ” or “company”), in accordance with the relevant provisions of the measures for the administration of 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 so on, Prudential verification has been conducted on the lifting of the ban on the listing and circulation of some restricted shares in the initial public offering of Hangzhou Landscaping Co.Ltd(605303) . The specific verification is as follows: 1. The listing type of restricted shares this time
With the approval of the reply on Approving the initial public offering of Hangzhou Landscaping Co.Ltd(605303) shares (zjxk [2020] No. 2691) issued by the China Securities Regulatory Commission (hereinafter referred to as the “company” and ” Hangzhou Landscaping Co.Ltd(605303) “), 40309352 ordinary shares (A shares) in RMB were issued for the first time, It was listed on the Shanghai Stock Exchange on March 1, 2021. The total share capital of the company before the initial public offering was 120928056 shares and after the initial public offering was 161237408 shares. Among them, 120928056 tradable shares with limited sales conditions and 40309352 tradable shares with unlimited sales conditions.
The restricted shares listed and circulated this time are the company’s initial public offering of restricted shares. The restricted period is 12 months from the date of listing of the company’s shares, involving a total of 11 shareholders. The number of restricted shares listed and circulated this time is 27675456 shares, accounting for 17.16% of the company’s current total share capital, and will be listed and circulated from March 1, 2022.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
Since the formation of the restricted shares, there has been no change in the number of share capital due to distribution and conversion of reserve fund. 3、 Relevant commitments on the listing and circulation of restricted shares
According to the company’s prospectus for initial public offering of shares, the commitments made by the shareholders applying for lifting the restrictions on the sale of shares are as follows:
(I) restrictions on the circulation of shares held by shareholders before the issuance and shareholders’ commitment to voluntary lock-in of shares held
The company’s shareholders are Zhejiang Yipin Venture Capital Co., Ltd., Nanhai growth selection (Tianjin) equity investment fund partnership (limited partnership), Shanghai chuangrui Yuanjing Investment Development Center (limited partnership), Hangzhou jinhaitang Yulu investment partnership (limited partnership), Zhejiang jinhaitang sunshine investment partnership (limited partnership), Rongyin Huanghai Venture Capital Co., Ltd Commitments of Zhejiang Zhouyang Venture Capital Co., Ltd., Hangzhou Kouwen equity investment partnership (limited partnership), Shanghai Yangyue Jinhui investment partnership (limited partnership), Qingdao Yangyue venture capital partnership (limited partnership) and Shanghai woshi Investment Co., Ltd.:
“Within 12 months from the date when the issuer’s shares are listed and traded on the stock exchange, the enterprise will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by the enterprise, nor will the issuer purchase such shares.”
(II) Shareholding intention and commitment of reduction intention of shareholders holding more than 5% of shares before issuance
The shareholders holding more than 5% of the company, Zhejiang Yipin Venture Capital Co., Ltd., Zhejiang Zhouyang Venture Capital Co., Ltd., Nanhai growth selection (Tianjin) equity investment fund partnership (limited partnership) and Hangzhou Kouwen equity investment partnership (limited partnership), make the following commitments on the shareholding intention and reduction intention:
The promisor intends to hold Hangzhou Landscaping Co.Ltd(605303) shares for a long time. Within two years from the date of expiration of the respective sales restriction period of the promisor, if the promisor intends to reduce the shares of the company according to its own financial situation, the upper limit of the reduction amount is all the shares that the promisor can transfer according to the laws and regulations at that time. The conditions, methods, prices and periods of reducing the shares are as follows:
1. Conditions for share reduction
The promisor will strictly abide by the relevant provisions of laws and regulations and will not reduce the shares of the issuer within the sales restriction period. After the expiration of their respective sales restrictions, the promisors will make a decision on whether to reduce their shares after comprehensively considering market conditions, financial conditions and other factors.
2. Ways of reducing shares
The ways for the promisor to reduce the shares held by the issuer include but are not limited to competitive trading in the secondary market, block trading, agreement transfer, etc., and comply with the provisions of relevant laws, regulations and rules.
3. Price of reduced shares
The price of the issuer’s shares held by the promisor shall be determined according to the secondary market price at that time and shall comply with the provisions of relevant laws, regulations and rules. If the issuer’s shares held by the promisor before the initial public offering of Hangzhou Landscaping Co.Ltd(605303) are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price (referring to the issue price of Hangzhou Landscaping Co.Ltd(605303) initial public offering shares).
4. Term of share reduction
Before reducing the shares held by the issuer, the promisor shall make an announcement three trading days in advance, complete it within six months from the date of announcement, and timely and accurately perform the obligation of information disclosure in accordance with the rules of the stock exchange. As of the date of this announcement, the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments, and there is no situation in which the failure to fulfill the relevant commitments affects the listing and circulation of the 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
(I) the number of restricted shares listed and circulated this time is 27675456 shares.
(II) the listing and circulation date of restricted shares is March 1, 2022.
(III) listing and circulation list of initial restricted shares
Number of shareholders holding limited sale shares in the remaining number of restricted sale shares in the current listing (shares) total share capital ratio of the company (shares) number of shares (%) (shares)
Zhejiang Yipin Venture Capital Co., Ltd. 6353932 3.94 6353932 0 company
Nanhai growth select (Tianjin) shares
2. Equity investment fund partnership (with 5464481 3.39 5464481 0 limited partnership)
3 Shanghai chuangrui Yuanjing Investment Development Co., Ltd. 3192848 1.98 3192848 0 heart (limited partnership)
4 Hangzhou jinhaitang Yulu investment partnership 2513661 1.56 2513661 0 enterprise (limited partnership)
5 Zhejiang jinhaitang sunshine investment partnership 2298850 1.43 2298850 0 enterprise (limited partnership)
6 Rongyin Huanghai Venture Capital Co., Ltd. 2185792 1.36 2185792 0
7 Zhejiang Zhouyang Venture Capital Co., Ltd. 1834983 1.14 1834983 0 company
8 Hangzhou Kouwen equity investment partnership enterprise 1596169 0.99 1596169 0 industry (limited partnership)
9 Shanghai Yangyue Jinhui investment partnership 798085 0.49 798085 0 industry (limited partnership)
10 Qingdao Yangyue venture capital partnership 798085 0.49 798085 0 (limited partnership)
11 Shanghai woshi Investment Co., Ltd. 638570 0.40 638570 0
Total 27675456 17.16 27675456 0
Note: the tail difference between individual data and relevant summary data in this table is caused by rounding during data calculation.
6、 Statement of changes in share capital structure
Unit: changes in share capital before the listing and after the listing
Conditions for limited sales 1. Shares held by other domestic legal persons 104265877 – 11013277 93252600
Outstanding shares 2. Others 16662179 – 16662179 0
Unit: changes in share capital before the listing and after the listing
The total number of tradable shares with limited sales conditions is 120928056 – 27675456 93252600
Unlimited sale conditions A-Shares 40309352 + 27675456 67984808
The total number of tradable shares with unlimited sales conditions is 40309352 + 27675456 67984808
Total shares – 161237408 0 161237408
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Hangzhou Landscaping Co.Ltd(605303) the number and listing and circulation time of the shares applied for lifting the restriction comply with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other relevant laws and rules, as well as the commitments made by relevant shareholders, and the relevant information disclosure is true, accurate and complete, without false records, misleading statements or major omissions. The recommendation institution has no objection to Hangzhou Landscaping Co.Ltd(605303) the lifting of the ban on the listing and circulation of restricted shares.
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