Wankong Zhizao Co., Ltd
WECOME INTELLIGENT MANUFACTURING CO., LTD.
(Wankong Zhizao building, Wenzhou Daqiao Industrial Park, beibaixiang Town, Yueqing City, Zhejiang Province)
Summary of IPO prospectus sponsor (lead underwriter)
(address: No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
Statement
The issuer and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting agency shall ensure that the financial and accounting materials in the prospectus and its abstract are true and complete.
The sponsor promises to compensate the investors in advance for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer’s initial public offering of shares.
Any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the shares are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Section I tips on major issues
1、 Shareholders’ commitment on share locking
(I) commitments of actual controller, director and senior management Mu Xiaodong, Mu Xinde and Lin Daoyi
1. Within 36 months from the date of listing of Wankong Zhizao’s initial public offering, I will not transfer or entrust others to manage the shares of Wankong Zhizao directly or indirectly held by me before this offering, nor will Wankong Zhizao repurchase such shares. If the shares of the company held by me change due to the distribution of rights and interests of the company, I will still abide by the above commitments.
2. Within 6 months after the listing of Wankong Zhizao’s IPO shares, if the closing price of the shares is lower than the IPO price for 20 consecutive trading days, or at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the closing price is lower than the IPO price, The lock up period of the company’s shares held by me shall be automatically extended for 6 months on the basis of the original lock up period. During the period from the listing of Wankong Zhizao shares to my reduction, if Wankong Zhizao has rights and interests distribution, conversion of provident fund into share capital, allotment of shares and other ex right and ex interest matters, the issue price will be adjusted accordingly.
3. After the expiration of the above-mentioned period, when I am a director or senior manager of Wankong Zhizao, the annual transfer of shares of Wankong Zhizao directly or indirectly held by me shall not exceed 25% of the total number of shares of Wankong Zhizao directly or indirectly held by me; Within six months after leaving office, I will not transfer the shares directly or indirectly held by Wankong Zhizao. If I resign before the expiration of my term of office, I shall continue to abide by the following restrictive provisions during the term of office determined at the time of taking office and within six months after the expiration of my term of office: (1) the shares transferred each year shall not exceed 25% of the total shares of the company I hold; (2) Within half a year after leaving office, I shall not transfer my shares in the company directly or indirectly; (3) Other provisions of laws, regulations and relevant rules on the transfer of shares of directors, supervisors and senior managers.
4. The circulation restriction of the above shares and the commitment of voluntary locking shall not be terminated due to my change of position or resignation.
5. The transfer of the shares of Wankong Zhizao held by me shall comply with the provisions of laws and regulations, the relevant rules of the CSRC and the Shanghai Stock Exchange, as well as the applicable laws, regulations, rules and normative documents on share locking, reduction and information disclosure issued and implemented from time to time in the future, as well as the provisions of the self-discipline norms of the Shanghai Stock Exchange, If such provisions are different from the above commitments, I will implement them in strict accordance with such laws, regulations, rules, normative documents and the self-discipline norms of Shanghai Stock Exchange.
(II) actual controller Mls Co.Ltd(002745) commitment
1. Within 36 months from the date of listing of Wankong Zhizao’s initial public offering, I will not transfer or entrust others to manage the shares of Wankong Zhizao directly or indirectly held by me before this offering, nor will Wankong Zhizao repurchase such shares. If the shares of the company held by me change due to the distribution of rights and interests of the company, I will still abide by the above commitments.
2. Within 6 months after the listing of Wankong Zhizao’s IPO shares, if the closing price of the shares is lower than the IPO price for 20 consecutive trading days, or at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the closing price is lower than the IPO price, The lock up period of the company’s shares held by me shall be automatically extended for 6 months on the basis of the original lock up period. During the period from the listing of Wankong Zhizao shares to my reduction, if Wankong Zhizao has rights and interests distribution, conversion of provident fund into share capital, allotment of shares and other ex right and ex interest matters, the issue price will be adjusted accordingly.
3. The circulation restriction of the above shares and the commitment of voluntary locking shall not be terminated due to my change of position or resignation.
4. The transfer of the shares of Wankong Zhizao held by me shall comply with the provisions of laws and regulations, the relevant rules of the CSRC and the Shanghai Stock Exchange, as well as the applicable laws, regulations, rules and normative documents on share locking, reduction and information disclosure issued and implemented from time to time in the future, as well as the provisions of the self-discipline norms of the Shanghai Stock Exchange, If such provisions are different from the above commitments, I will implement them in strict accordance with such laws, regulations, rules, normative documents and the self-discipline norms of Shanghai Stock Exchange.
(III) commitment of the controlling shareholder Wankong group
1. Within 36 months from the date of listing of Wankong Zhizao’s initial public offering shares, the enterprise will not transfer or entrust others to manage the shares issued before Wankong Zhizao’s public offering shares held directly or indirectly, nor will Wankong Zhizao repurchase such shares. If the company’s shares held by the enterprise change due to the distribution of rights and interests, etc, The enterprise will still abide by the above commitments.
2. Within 6 months after the listing of Wankong Zhizao’s IPO shares, if the closing price of the shares is lower than the IPO price for 20 consecutive trading days, or at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the closing price is lower than the IPO price, The lock up period of the company’s shares held by the enterprise shall be automatically extended for 6 months on the basis of the original lock up period. During the period from the listing of Wankong Zhizao’s shares to the reduction of the company’s holdings, if Wankong Zhizao has rights and interests distribution, conversion of provident fund into share capital, allotment of shares and other ex rights and ex interests matters, the issue price will be adjusted accordingly.
3. The transfer of Wankong Zhizao shares held by the enterprise shall comply with the provisions of laws and regulations, relevant rules of China Securities Regulatory Commission and Shanghai Stock Exchange, as well as the applicable laws, regulations, rules and normative documents on share locking, reduction and information disclosure issued and implemented from time to time in the future, as well as the provisions of the self-discipline norms of Shanghai Stock Exchange, If these Provisions are different from the above commitments, the enterprise will implement them in strict accordance with these laws, regulations, rules, normative documents and the self-discipline norms of Shanghai Stock Exchange.
(IV) commitment of Wankong Runxin, a shareholder holding more than 5% shares controlled by the actual controller
1. Wankong Runxin commitment
(1) Within 36 months from the date of listing of Wankong Zhizao’s initial public offering shares, the enterprise will not transfer or entrust others to manage the shares issued before Wankong Zhizao’s public offering shares held directly or indirectly, nor will Wankong Zhizao repurchase such shares. If the company’s shares held by the enterprise change due to the distribution of rights and interests, etc, The enterprise will still abide by the above commitments.
(2) Within 6 months after the listing of Wankong Zhizao’s IPO shares, if the closing price of the shares is lower than the IPO price for 20 consecutive trading days, or at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the closing price is lower than the IPO price, The lock up period of the company’s shares held by the enterprise shall be automatically extended for 6 months on the basis of the original lock up period. During the period from the listing of Wankong Zhizao’s shares to the reduction of the company’s holdings, if Wankong Zhizao has rights and interests distribution, conversion of provident fund into share capital, allotment of shares and other ex rights and ex interests matters, the issue price will be adjusted accordingly.
(3) The transfer of Wankong Zhizao shares held by the enterprise shall comply with the provisions of laws and regulations, relevant rules of China Securities Regulatory Commission and Shanghai Stock Exchange, as well as the applicable laws, regulations, rules and normative documents on share locking, reduction and information disclosure issued and implemented from time to time in the future, as well as the provisions of the self-discipline norms of Shanghai Stock Exchange, If these Provisions are different from the above commitments, the enterprise will implement them in strict accordance with these laws, regulations, rules, normative documents and the self-discipline norms of Shanghai Stock Exchange.
2. Commitment of Wankong Runxin partner
I indirectly hold the shares of Wankong Zhizao Co., Ltd. (hereinafter referred to as “Wankong Zhizao” or “the company”) through Ningbo Wankong Runxin enterprise management partnership (limited partnership). In order to maintain the stability of the equity structure of Wankong Zhizao, I hereby make the following commitments on the share circulation restrictions and voluntary locking before the initial public offering of shares of Wankong Zhizao held by me:
(1) Within 36 months from the date of listing of Wankong Zhizao’s initial public offering shares, I will not transfer or entrust others to manage the shares issued before Wankong Zhizao’s public offering shares directly or indirectly held by me, nor will Wankong Zhizao repurchase such shares. If the company’s equity distribution leads to changes in the company’s shares held by me, I will still abide by the above commitments.
(2) The transfer of the shares of Wankong Zhizao held by me shall comply with the provisions of laws and regulations, the relevant rules of the CSRC and the Shanghai Stock Exchange, as well as the applicable laws, regulations, rules and normative documents on share locking, reduction and information disclosure issued and implemented from time to time in the future, as well as the provisions of the self-discipline norms of the Shanghai Stock Exchange, If such provisions are different from the above commitments, I will implement them in strict accordance with such laws, regulations, rules, normative documents and the self-discipline norms of Shanghai Stock Exchange.
(3) In case of any inconsistency between the contents of this letter of commitment and my previous commitments, this letter of commitment shall prevail. (V) commitment of related natural person shareholders Shi Yipei, Shi Chengmin and Shi Lingyun
1. Within 36 months from the date of listing of Wankong Zhizao’s initial public offering, I will not transfer or entrust others to manage the shares of Wankong Zhizao directly or indirectly held by me before this offering, nor will Wankong Zhizao repurchase such shares. If the shares of the company held by me change due to the distribution of rights and interests of the company, I will still abide by the above commitments.
2. Within 6 months after the listing of Wankong Zhizao’s IPO shares, if the closing price of the shares is lower than the IPO price for 20 consecutive trading days, or at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the closing price is lower than the IPO price, The lock up period of the company’s shares held by me shall be automatically extended for 6 months on the basis of the original lock up period. During the period from the listing of Wankong Zhizao shares to my reduction, if Wankong Zhizao has rights and interests distribution, conversion of provident fund into share capital, allotment of shares and other ex right and ex interest matters, the issue price will be adjusted accordingly.
3. The transfer of the shares of Wankong Zhizao held by me shall comply with the provisions of laws and regulations, the relevant rules of the CSRC and the Shanghai Stock Exchange, as well as the applicable laws, regulations, rules and normative documents on share locking, reduction and information disclosure issued and implemented from time to time in the future, as well as the provisions of the self-discipline norms of the Shanghai Stock Exchange, If such provisions are different from the above commitments, I will implement them in strict accordance with such laws, regulations, rules, normative documents and the self-discipline norms of Shanghai Stock Exchange.
(VI) commitments of natural person shareholders and supervisors Wang Zhaowei and Wang Zhengang
1. Within 36 months from the date of listing of Wankong Zhizao’s initial public offering, I will not transfer or entrust others to manage the shares of Wankong Zhizao directly or indirectly held by me before this offering, nor will Wankong Zhizao repurchase such shares. If the shares of the company held by me change due to the distribution of rights and interests of the company, I will still abide by the above commitments.
2. After the expiration of the above-mentioned period, during the period when I am a supervisor of Wankong Zhizao, the annual transfer of shares of Wankong Zhizao directly or indirectly held by me shall not exceed 25% of the total number of shares of Wankong Zhizao directly or indirectly held by me; Within six months after leaving office, I will not transfer the shares directly or indirectly held by Wankong Zhizao. If I resign before the expiration of my term of office, I shall continue to abide by the following restrictive provisions during the term of office determined at the time of taking office and within six months after the expiration of my term of office: (1) the shares transferred each year shall not exceed 25% of the total shares of the company I hold; (2) Within half a year after leaving office, I shall not transfer my shares in the company directly or indirectly; (3) Other provisions of laws, regulations and relevant rules on the transfer of shares of directors, supervisors and senior managers.
3. The circulation restriction of the above shares and the commitment of voluntary locking shall not be terminated due to my change of position or resignation.
4. The transfer of the shares of Wankong Zhizao held by me shall comply with the provisions of laws and regulations, the relevant rules of the CSRC and the Shanghai Stock Exchange, as well as the applicable laws, regulations, rules and normative documents on share locking, reduction and information disclosure issued and implemented from time to time in the future, as well as the provisions of the self-discipline norms of the Shanghai Stock Exchange, If such provisions are different from the above commitments, I will implement them in strict accordance with such laws, regulations, rules, normative documents and the self-discipline norms of Shanghai Stock Exchange.
(VII) commitment of natural person shareholder Zhao Guanghua
1. Within 36 months from the date of listing of Wankong Zhizao’s initial public offering, I will not transfer or entrust others to manage the shares of Wankong Zhizao directly or indirectly held by me before this offering, nor will Wankong Zhizao repurchase such shares. If the shares of the company held by me change due to the distribution of rights and interests of the company, I will still abide by the above commitments.
2. The transfer of the shares of Wankong Zhizao held by me shall comply with the provisions of laws and regulations, the relevant rules of the CSRC and the Shanghai Stock Exchange, as well as the applicable laws, regulations, rules and normative documents on share locking, reduction and information disclosure issued and implemented from time to time in the future, as well as the provisions of the self-discipline norms of the Shanghai Stock Exchange, If such provisions are different from the above commitments, I will implement them in strict accordance with such laws, regulations, rules, normative documents and the self-discipline norms of Shanghai Stock Exchange.
(VIII) other directors or senior managers who directly or indirectly hold shares of the company
