Guoyuan Securities Company Limited(000728)
About Shanghai Xindao Electronic Technology Co., Ltd
Verification opinions of relevant shareholders on extending the periodic lock up of shares
Guoyuan Securities Company Limited(000728) (hereinafter referred to as the “sponsor”) as the sponsor of Shanghai Xindao Electronic Technology Co., Ltd. (hereinafter referred to as “Xindao technology” or “company”) for initial public offering, listing and continuous supervision, according to the administrative measures for securities issuance and listing sponsor business The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant provisions have carefully verified the commitment of relevant shareholders of core technology to extend the share lock period, and expressed the following opinions:
1、 Changes in share capital after the company’s initial public offering and listing on the science and innovation board. The company was listed on the science and Innovation Board of Shanghai Stock Exchange on December 1, 2021. After the completion of the initial public offering of A-Shares (hereinafter referred to as “this offering”), the total share capital is 60 million shares. As of the date of issuance of this verification opinion, the company has not issued additional shares, distributed shares, converted provident fund into share capital and other matters, and the total share capital has not changed. 2、 Relevant commitments of shareholders
Prior to this offering, the relevant commitments of the actual controller, controlling shareholder, other shareholders, directors and senior managers of the company to the shares held before this offering are as follows:
(I) commitment of actual controller of the company
As the actual controller, directors, senior managers and core technicians of the company, Ou Xinhua hereby issues the following commitments on the locking and restricted sale arrangements of the issuer’s shares held by Ou Xinhua:
“1. Within 36 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the shares issued before the issuer’s initial public offering held by me, nor will the issuer repurchase the shares issued before the issuer’s initial public offering held by me.
2. During my tenure as a director and senior manager of the issuer, the annual transfer of shares of the issuer shall not exceed 25% of the total number of shares I hold; Do not transfer the shares of the issuer held by me within half a year after my resignation; If I resign before the expiration of my term of office, I shall also abide by the above provisions within the term of office determined when I take office and within 6 months after the expiration.
3. During my period as the core technical personnel of the issuer, the shares of the issuer directly or indirectly held by me shall not exceed 25% of the total number of shares of the issuer directly or indirectly held by me before the IPO within four years after the expiration of the commitment lock-in period, and the reduction proportion can be used cumulatively.
4. Within 6 months after the listing of the issuer, if the closing price of the issuer’s shares for 20 consecutive trading days is lower than the initial public offering price (during this period, if the issuer has dividend, dividend distribution, share distribution, conversion of capital reserve to share capital, share allotment and other ex rights and ex interests matters, they shall be treated as ex rights and ex interests, the same below), Or if the closing price at the end of six months after listing (if that day is not a trading day, it is the first trading day after that day) is lower than the IPO price, the lock up period of the issuer’s shares held by me will be automatically extended for six months on the basis of the original lock up period.
5. If the issuer’s shares held by me 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 issuer’s shares at the time of this issuance and listing (in case of ex right and ex interest matters such as dividend, dividend distribution, share distribution, conversion of capital reserve into share capital, etc., the issuer shall be reinstated in accordance with relevant regulations).
6. I will not give up fulfilling the above commitments due to his job change, resignation and other reasons.
7. If I violate the above commitments, I will continue to bear the following obligations and responsibilities: correct it within the time limit required by the relevant regulatory authorities; If direct losses are caused to investors, they shall be compensated according to law; Illegal gains shall be dealt with in accordance with relevant laws and regulations; If it can continue to perform after violating the commitment, it will continue to perform the commitment; Other measures that can be taken according to the regulations at that time. “
(II) commitment of the controlling shareholder of the company
As the controlling shareholder of the company, Shanghai Shendao Enterprise Management Co., Ltd. (hereinafter referred to as “Shendao enterprise management”) hereby makes the following commitments on the lock-in and restricted sale arrangements of the issuer’s shares held by it:
“1. Within 36 months from the date of listing of the issuer’s shares, the company will not transfer or entrust others to manage the shares held by the company that have been issued before the issuer’s initial public offering, nor will the issuer repurchase such shares.
2. Within 6 months after the listing of the issuer, if the closing price of the issuer’s shares for 20 consecutive trading days is lower than the initial public offering price (during this period, if the issuer has dividend, dividend distribution, share distribution, conversion of capital reserve to share capital, share allotment and other ex rights and ex interests matters, they shall be treated as ex rights and ex interests, the same below), Or if the closing price at the end of six months after listing (if that day is not a trading day, it is the first trading day after that day) is lower than the IPO price, the lock-in period of the issuer’s shares held by the company will be automatically extended for six months on the basis of the original lock-in period. 3. If the issuer’s shares held by the company 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 issuer’s shares at the time of this issuance and listing (in case of ex right and ex interest matters such as dividend, dividend distribution, share distribution, conversion of capital reserve into share capital, etc., the issuer shall be reinstated in accordance with relevant regulations).
4. If the company violates the above commitments, the company will continue to bear the following obligations and responsibilities: correct it within the time limit required by the relevant regulatory authorities; If direct losses are caused to investors, they shall be compensated according to law; Illegal gains shall be dealt with in accordance with relevant laws and regulations; If it can continue to perform after violating the commitment, it will continue to perform the commitment; Other measures that can be taken according to the regulations at that time. “
(III) commitments of other shareholders of the company
Shanghai cuihui Enterprise Management Service Center (limited partnership) (hereinafter referred to as “cuihui enterprise management”) as a shareholder of the company, hereby issues a commitment on the locking and restricted sale arrangements of the issuer’s shares held by it as follows:
“1. Within 36 months from the date of listing of the issuer’s shares, the enterprise will not transfer or entrust others to manage the shares held by the enterprise that have been issued before the issuer’s initial public offering, nor will the issuer repurchase such shares.
2. Within 6 months after the listing of the issuer, if the closing price of the issuer’s shares for 20 consecutive trading days is lower than the initial public offering price (during this period, if the issuer has dividend, dividend distribution, share distribution, conversion of capital reserve to share capital, share allotment and other ex rights and ex interests matters, they shall be treated as ex rights and ex interests, the same below), Or if the closing price at the end of six months after listing (if that day is not a trading day, it is the first trading day after that day) is lower than the IPO price, the lock-in period of the issuer’s shares held by the enterprise will be automatically extended for six months on the basis of the original lock-in period. 3. If the issuer’s shares held by the enterprise 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 issuer’s shares at the time of this issuance and listing (in case of ex right and ex interest matters such as dividends, dividends, share distribution, conversion of capital reserve into share capital, etc., the issuer shall be reinstated in accordance with relevant regulations).
4. If the enterprise violates the above commitments, the enterprise will continue to bear the following obligations and responsibilities: correct it within the time limit required by the relevant regulatory authorities; If direct losses are caused to investors, they shall be compensated according to law; Illegal gains shall be dealt with in accordance with relevant laws and regulations; If it can continue to perform after violating the commitment, it will continue to perform the commitment; Other measures that can be taken according to the regulations at that time. “
3、 Extension of the lock up period of restricted shares by relevant promisors
As of the closing on February 22, 2022, the closing price of the company’s share price has been lower than the IPO price of 134.81 yuan / share for 20 consecutive trading days, triggering the fulfillment conditions of the above commitments. According to the share lock up schedule and relevant commitments, the shares of the company held by the above-mentioned promisor will be automatically extended for 6 months on the basis of the original lock up schedule. The details are as follows:
Direct shareholding indirect shareholding
Number of relationship between shareholder name and company original share lock up period after this extension lock up period (10000 shares) (10000 shares)
Controlling shareholder, actual
2295.00 of Ou Xinhua, the enterprise management controller of Shendao, who acted in concert on November 30, 2024 and May 31, 2025
Actual controller and director
Ou Xinhua secretary general, general manager, 1800.002407.3875 November 30, 2024 May 31, 2025 core technical personnel
Employee stock ownership platform
Actual controller of cuihui enterprise management Ouxin 405.00 November 30, 2024 May 31, 2025
Yuan Qiong, director and deputy general manager 81.0000 November 30, 2024 May 31, 2025
Director and Deputy General Manager
Chen Minli, core technician 81.0000, November 30, 2024, May 31, 2025
Director LAN Fangyun, chief financial officer 4.0500, November 30, 2024, supervisor and Secretary of the board of directors on May 31, 2025
Director Sun Wei 4.0500 November 30, 2024 May 31, 2025
Fu Zhigang, chairman of the board of supervisors, nuclear 64.8000, November 30, 2024, May 31, 2025
Qiu Xingfu supervisor 6.0750 November 30, 2024 May 31, 2025
Note: Yuan Qiong, Chen Min, LAN Fangyun, Sun Wei, Fu Zhigang and Qiu Xingfu all indirectly hold shares of the company through employee stock ownership platform cuihui enterprise management.
During the extended lock up period, the above-mentioned shareholders shall not transfer or entrust others to manage the company’s shares held by them directly or indirectly before the issuance, nor shall the company repurchase such shares.
4、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the actual controller, controlling shareholder, other shareholders, directors, supervisors and senior managers of the company have extended the lock-in period of shares held before this issuance, and there is no violation of the commitment of share lock-in, and there is no situation detrimental to the interests of the listed company and all shareholders, especially small and medium-sized shareholders, The recommendation institution has no objection to the extension of share lock up period by relevant shareholders.
