Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd
About Anshan Hifichem Co.Ltd(300758)
Verification opinions on lifting the ban on listing and circulation of restricted shares in initial public offering
Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. (hereinafter referred to as "Changjiang sponsor") is a sponsor of Anshan Hifichem Co.Ltd(300758) (hereinafter referred to as " Anshan Hifichem Co.Ltd(300758) " or "company") for initial public offering of shares and listing on GEM, In accordance with the requirements of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM and other relevant provisions, the lifting of the listing and circulation of restricted shares of Anshan Hifichem Co.Ltd(300758) initial public offering was verified, The verification results are as follows: I. Changes in the company's share capital and previous stock issuance
Anshan Hifichem Co.Ltd(300758) was approved by the reply on approving Anshan Hifichem Co.Ltd(300758) initial public offering of shares (zjxk [2018] No. 2096) of China Securities Regulatory Commission and agreed by the notice on listing of Anshan Hifichem Co.Ltd(300758) RMB common shares on the gem (SZS [2019] No. 82) of Shenzhen Stock Exchange, 26.68 million RMB ordinary shares (A shares) were issued to the public for the first time. The company's shares were listed and traded on the gem of Shenzhen Stock Exchange from February 22, 2019. The stock is abbreviated as " Anshan Hifichem Co.Ltd(300758) " and the stock code is "300758". Before the IPO, the total share capital of the company was 80 million shares. After the IPO, the total share capital of the company was 106.68 million shares.
On May 27, 2020, the company implemented the profit distribution plan for 2019. Based on the total share capital of 106680000 shares, the company converted 8 shares for every 10 shares to all shareholders with the capital reserve. After the conversion, the total share capital of the company will increase to 192024000 shares.
On May 19, 2021, the company issued 49377600 shares to specific objects for listing, and the total share capital of the company increased from 192024000 shares to 241401600 shares.
On October 20, 2021, the company implemented the equity distribution for the half year of 2021. Based on the 241316100.00 shares of the company's existing total share capital (excluding 85500.00 repurchased shares), the capital reserve was transferred to all shareholders to increase 7 shares for every 10 shares, and the total share capital of the company was increased from 241401600 shares to 410322870.00 shares.
As of the date of this announcement, the total share capital of the company is 410322870 shares, including 5656409 senior management locking shares, 83941920 restricted shares after the initial public offering, 6997956 equity incentive restricted shares and 116530308 restricted shares before the initial public offering. 2、 Implementation of commitments by shareholders applying for lifting share restrictions
There are 5 shareholders applying for lifting the restrictions on the sale of shares, including 3 natural person shareholders and 2 domestic legal person shareholders.
(I) the commitments made by the shareholders applying for lifting the restrictions on the sale of shares in the company's prospectus for initial public offering and listing on the gem and the announcement on the listing of initial public offering and listing on the gem are as follows:
1. Commitment to share lock-in and reduction price of shareholders of the company
(1) Anshan Huifeng Investment Group Co., Ltd., Wang pan, Xu Huixiang, Xu Shu and Zang Jie promise not to transfer or entrust others to manage the Anshan Hifichem Co.Ltd(300758) shares directly or indirectly held by themselves, nor to repurchase the Anshan Hifichem Co.Ltd(300758) shares directly or indirectly held by themselves within 36 months from the date of listing of Anshan Hifichem Co.Ltd(300758) . (2) From December 28, 2016 to January 20, 2017, Huang Weishan transferred 3.49 million shares from Huifeng investment, the controlling shareholder of the issuer, and 1.5 million shares from Zang Jie, the actual controller, totaling 4.99 million shares, Huang Weishan, the shareholder of the issuer, promises that the 4.99 million shares will not transfer or entrust others to manage the part of the issuer's shares directly or indirectly held by him within 36 months from the date of listing of the issuer's shares, nor will the issuer repurchase the part of the issuer's shares directly or indirectly held by him.
Huang Weishan transferred 2.83 million shares from other shareholders except the controlling shareholder and actual controller from December 27, 2016 to January 19, 2017. The issuer's shareholder Huang Weishan promised that the 2.83 million shares would not be transferred or entrusted to manage the part of the issuer's shares held directly or indirectly within 12 months from the date of listing of the issuer's shares, Nor will the issuer buy back the part of the issuer's shares directly or indirectly held by itself.
(3) Huai'an Yinhai enterprise management center (limited partnership) (hereinafter referred to as "Huai'an Yinhai") transferred 1.49 million shares from Huifeng investment, the controlling shareholder of the issuer, from January 3, 2017 to January 4, 2017, Huai'an Yinhai, the shareholder of the issuer, promises that the 1.49 million shares will not transfer or entrust others to manage this part of the issuer's shares directly or indirectly held by the issuer within 36 months from the date of listing of the issuer's shares, nor will the issuer repurchase this part of the issuer's shares directly or indirectly held by the issuer.
Huai'an Yinhai transferred 1.51 million shares from other shareholders except the controlling shareholder and actual controller from January 3, 2017 to January 4, 2017. The issuer's shareholder Huai'an Yinhai promised that the 1.51 million shares would not be transferred or entrusted to others to manage the part of the issuer's shares held directly or indirectly within 12 months from the date of listing of the issuer's shares, Nor will the issuer buy back the part of the issuer's shares directly or indirectly held by itself.
2. Shareholding intention and reduction intention of shareholders holding more than 5%
Anshan Huifeng Investment Group Co., Ltd., Zang Jie and Huang Weishan promise that as shareholders holding more than 5% of the shares of Anshan Hifichem Co.Ltd(300758) , our unit / myself will strictly fulfill the stock locking commitment disclosed in the prospectus of Anshan Hifichem Co.Ltd(300758) initial public offering. Reduction method. After the lock up period of Anshan Hifichem Co.Ltd(300758) shares held by the unit / I expires, the reduction of Anshan Hifichem Co.Ltd(300758) shares held by the unit / I shall meet the requirements of relevant laws and regulations and relevant rules of Shenzhen Stock Exchange. The reduction of a single shareholder through competitive trading in the secondary market every month shall not exceed 1% of the total share capital of the company. Reduction price. If the Anshan Hifichem Co.Ltd(300758) shares held directly or indirectly by the unit / person are reduced within two years after the expiration of the lock up period, the reduction price will not be lower than the issue price; Two years after the expiration of the lock-in period, the shares will be reduced according to the secondary market price, and shall meet the requirements of relevant laws and regulations and the rules of the stock exchange.
Reduction period. Our company / I will make independent decisions and choose the opportunity to reduce our holdings in accordance with relevant laws and regulations and the rules of Shenzhen Stock Exchange and in combination with the situation of the securities market. Before reducing Anshan Hifichem Co.Ltd(300758) shares, the unit / person shall make an announcement three trading days in advance, and fulfill the obligation of information disclosure in a timely, accurate and complete manner in accordance with the rules of Shenzhen Stock Exchange.
3. Commitments on horizontal competition, related party transactions and capital occupation
(1) Anshan Huifeng Investment Group Co., Ltd., Xu Huixiang, Xu Shu and Zang Jie promise that the company / I currently do not operate on their own, jointly with others or for others the same or similar business as the company; During the relevant period of holding the company's equity, the company / I will not directly or indirectly engage in the same, similar or substantially competitive business with the company's current and future business scope by means of equity participation, holding, joint venture, joint venture, cooperation or any other means, and will not assist To cause or represent any third party to engage in the same, similar or substantially competitive business with the current and future business scope of the company in any way, directly or indirectly; And will urge other enterprises (if any) controlled by the company / myself to perform the obligation of non competition in accordance with the above provisions; If the future business of other enterprises (if any) controlled by the company / myself and the horizontal competition between the company may constitute or be inevitable due to force majeure such as national policy adjustment, the company / I will transfer or terminate the above business in time after the company raises an objection or urge other enterprises controlled by the company / myself to transfer or terminate the above business in time; If further required by the company, the company also enjoys the priority of the above business under the same conditions.
(2) Anshan Huifeng Investment Group Co., Ltd., Huang Weishan and Zang Jie promise that the existing (if any) and future related party transactions with the joint-stock company of the promisor and the enterprise directly or indirectly controlled or affected by the promisor are fair and conducted in accordance with the normal code of business conduct. The related party transactions between the promisor and the enterprises directly or indirectly controlled or influenced by the promisor and the joint stock company and the enterprises controlled by the joint stock company will be standardized and reduced as much as possible. For related party transactions that cannot be avoided or occur for reasonable reasons, the promisor promises to follow the market-oriented principles of fairness, fairness and openness. In principle, the price of related party transactions shall not deviate from the price or charging standard of independent third parties in the market, and sign agreements in accordance with relevant laws and regulations, normative documents, articles of association and other relevant provisions, Perform legal procedures and ensure that the legitimate rights and interests of the company and other shareholders are not damaged through related party transactions. The promisor and the enterprises directly or indirectly controlled or influenced by the promisor will strictly avoid borrowing from the joint-stock company and its controlled enterprises, occupying the funds of the joint-stock company and its controlled enterprises, or embezzling the funds of the joint-stock company by means of advances and debt compensation by the joint-stock company and its controlled enterprises. The promisor guarantees to exercise shareholders' rights in strict accordance with relevant laws and regulations, normative documents and the articles of Association; Perform the obligation of avoiding voting when the board of directors and the general meeting of shareholders of the joint stock company vote on related party transactions involving the promisor. The promisor guarantees not to obtain any illegitimate benefits through related party transactions or make the joint stock company and its controlled enterprises bear any illegitimate obligations. If the joint-stock company and its controlled enterprises suffer losses due to the violation of the above commitments or use related party transactions to encroach on the interests of the joint-stock company and its controlled enterprises, the losses of the joint-stock company and its controlled enterprises shall be borne by the promisor.
4. IPO share price stabilization commitment
(1) Starting conditions of measures to stabilize stock price
Within three years from the date of listing of the issuer's shares, Once the closing price of the issuer's shares for 20 consecutive trading days is lower than its audited net assets per share at the end of the previous fiscal year (net assets per share = total number of ordinary shareholders' equity attributable to the parent company in the consolidated financial statements ÷ total number of shares of the company at the end of the year, the same below) (if the closing price of the above shares is not comparable to the audited net assets per share at the end of the previous fiscal year due to ex rights and ex dividend and other matters, the closing price of the above shares shall be adjusted accordingly) (hereinafter referred to as the "prerequisite for starting stock price stabilization measures"), Anshan Huifeng Investment Group Co., Ltd., Xu Huixiang, Xu Shu and Zang Jie will start corresponding measures, Stabilize the company's share price.
(2) Specific measures for Anshan Huifeng Investment Group Co., Ltd. to stabilize the stock price
After the conditions for the initiation of the stock price stabilization measures are met, the controlling shareholder of the company Anshan Huifeng Investment Group Co., Ltd. promises to implement the following specific stock price stabilization measures in accordance with laws, regulations and the articles of association without affecting the listing conditions of Anshan Hifichem Co.Ltd(300758) without causing the company's equity distribution to fail to meet the listing conditions:
① When the preconditions for initiating share price stabilization measures are met, the company will stabilize the share price by increasing its holdings of Anshan Hifichem Co.Ltd(300758) shares. The company shall propose a plan to increase its holdings of Anshan Hifichem Co.Ltd(300758) shares (including the number, price range, time, etc.) within 3 trading days, perform the required approval procedures according to law, notify Anshan Hifichem Co.Ltd(300758) within 3 trading days after obtaining the approval, and Anshan Hifichem Co.Ltd(300758) shall disclose the company's plan to increase its holdings of Anshan Hifichem Co.Ltd(300758) shares in accordance with relevant regulations. Three trading days after Anshan Hifichem Co.Ltd(300758) disclosed the company's plan to increase Anshan Hifichem Co.Ltd(300758) shares, the company began to implement the plan to increase Anshan Hifichem Co.Ltd(300758) shares.
② The price of Anshan Hifichem Co.Ltd(300758) shares increased by the company shall not be higher than the audited net assets per share of Anshan Hifichem Co.Ltd(300758) in the previous fiscal year. However, if the Anshan Hifichem Co.Ltd(300758) share price does not meet the conditions for starting the measures to stabilize the company's share price before the implementation of the shareholding increase plan, the company may no longer implement the shareholding increase of Anshan Hifichem Co.Ltd(300758) shares.
③ If the Anshan Hifichem Co.Ltd(300758) share price in a certain accounting year triggers the above conditions for taking stock price stabilization measures for many times (excluding the situation that the closing price of the stock during the period when the company implements the stock price stabilization measures and for 20 consecutive trading days since the implementation of the current stock price stabilization measures and calculated from the Anshan Hifichem Co.Ltd(300758) announcement date is still lower than the audited net assets per share at the end of the previous accounting year), The company will continue to implement the above-mentioned plan for stabilizing the stock price, but shall follow the following principles: (1) each increase of Anshan Hifichem Co.Ltd(300758) shares not less than 1% of the total non restricted shares, and (2) the cumulative increase of shares shall not exceed twice a year. If the above standards are exceeded, the relevant measures to stabilize the stock price will not be implemented in the current year.
④ The increase of Anshan Hifichem Co.Ltd(300758) shares held by the company shall comply with the provisions of relevant laws, regulations and normative documents. After the company increases its holdings of Anshan Hifichem Co.Ltd(300758) shares, the equity distribution of Anshan Hifichem Co.Ltd(300758) shall meet the listing conditions.
⑤ When the preconditions for initiating share price stabilization measures are met, if the company fails to take the above specific measures to stabilize the share price, the company promises to accept the following restrictive measures: the company will timely announce the facts and reasons for violating the commitment through the company and make a public apology to the investors; If losses are caused to other investors or companies, compensation shall be made according to law; Before the shareholders fulfill their commitments according to law, the company will suspend the payment of cash dividends to the shareholders who violate the commitments.
(3) Specific measures taken by Xu Huixiang, Xu Shu and Zang Jie to stabilize the stock price
After the launch conditions of the stock price stabilization measures are met, Xu Huixiang, Xu Shu and Zang Jie promise to implement the following specific stock price stabilization measures in accordance with laws, regulations and the articles of association without affecting the listing conditions of Anshan Hifichem Co.Ltd(300758) without causing the company's equity distribution to fail to meet the listing conditions:
① When the preconditions for starting the stock price stabilization measures are met, I will stabilize the stock price by holding more Anshan Hifichem Co.Ltd(300758) shares. I shall, within 3 trading days, propose a plan to increase my holding of Anshan Hifichem Co.Ltd(300758) shares (including the number, price range, time, etc. of Anshan Hifichem Co.Ltd(300758) shares to be increased), perform the required approval procedures according to law, notify Anshan Hifichem Co.Ltd(300758) within 3 trading days after obtaining the approval, and Anshan Hifichem Co.Ltd(300758) shall disclose my plan to increase my holding of Anshan Hifichem Co.Ltd(300758) shares in accordance with the relevant provisions. Three trading days after Anshan Hifichem Co.Ltd(300758) disclosed my plan to increase Anshan Hifichem Co.Ltd(300758) shares, I began to implement the plan to increase Anshan Hifichem Co.Ltd(300758) shares.
② I increased my holdings of colorful
