Important commitments of the issuer and its actual controllers, controlling shareholders, shareholders holding more than 5% shares, directors, supervisors, senior managers and other responsible subjects of the issuer and binding measures for failure to fulfill commitments
Guangzhou jusailong Engineering Plastics Co., Ltd. (hereinafter referred to as the "company" and "issuer") plans to apply for initial public offering and listing on the gem. According to the relevant provisions of laws, regulations and normative documents, the relevant responsible subjects make the following commitments on relevant matters: 1. Share locking arrangement
1. Hao yuanzeng, the controlling shareholder and actual controller, Hao Jianxin, Ren Ping and Wu ruosi, the actual controllers, promise that (1) I will not transfer or entrust others to manage the shares issued before the initial public offering of the issuer directly or indirectly held by me within 36 months from the date of listing of the company's shares on the Shenzhen Stock Exchange, Nor will the issuer repurchase the shares directly or indirectly held by itself that have been issued before the issuer's initial public offering;
(2) If the shares held by me are reduced within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of this issuance. If the issuer has ex right and ex interest behaviors such as profit distribution or distribution of shares after listing, the above issuance price shall be the price after ex right and ex interest;
(3) If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the issuer's shares directly or indirectly held by me will be automatically extended for 6 months. If the issuer has ex right and ex dividend behaviors such as profit distribution or distribution of shares after listing, the above issuance price shall be the price after ex right and ex dividend;
(4) During my employment with the issuer, the shares of the issuer transferred by me every year after the expiration of the aforesaid lock-in period shall not exceed 25% of the total shares of the issuer held directly or indirectly by me; I will not transfer the shares of the issuer directly or indirectly held by me within 6 months after my resignation; If I resign before the expiration of my term of office, I promise to continue to abide by the above restrictive provisions on share transfer of directors, supervisors and senior managers within the term of office determined when I take office and within 6 months after the expiration of my term of office;
(5) If the lock up period of shares is longer than the above commitments stipulated or required by laws, administrative regulations, departmental rules or China Securities Regulatory Commission and stock exchange, the lock up period and restricted sale conditions of shares of the company directly or indirectly held by me shall be automatically implemented in accordance with these provisions and requirements.
(6) On the intention of shareholding and reduction
① I intend to hold the company's shares for a long time;
② If I intend to reduce the shares of the company after the expiration of the lock-in period, I will strictly abide by the relevant provisions of the China Securities Regulatory Commission and the stock exchange, such as the provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, the detailed rules for the implementation of the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, etc, And carefully formulate the stock reduction plan in combination with the needs of the issuer to stabilize the stock price, daily operation and capital operation;
③ Before reducing the shares of the issuer, I shall timely and effectively perform all obligations publicly promised during the initial public offering of shares, and make an announcement three trading days in advance, including but not limited to the centralized bidding trading mode of the stock exchange, block trading mode, agreement transfer mode, etc;
④ If I fail to fulfill the above commitments, I will publicly explain the specific reasons for the failure to fulfill the commitments at the general meeting of shareholders of the issuer and the information disclosure media designated by the CSRC, and apologize to other shareholders of the issuer and public investors.
2. Aggregate profit commitment of shareholders holding more than 5% of the company's shares
(1) Within 12 months from the date of listing and trading of the company's shares, the enterprise shall not transfer or entrust others to manage the shares held by the enterprise that have been issued before the issuer's public offering of shares, nor shall the issuer repurchase the shares held by the enterprise that have been issued before the issuer's public offering of shares;
(2) If the lock up period of shares is longer than the above commitments as stipulated or required by laws, administrative regulations, departmental rules or China Securities Regulatory Commission and stock exchange, the lock up period and sales restriction conditions of the company's shares directly or indirectly held by the enterprise will be automatically implemented in accordance with these provisions and requirements.
(3) On the intention of shareholding and reduction
① The enterprise intends to hold the company's shares for a long time;
② If the company intends to reduce its shares after the expiration of the lock-in period, it will strictly abide by the relevant provisions of the regulatory rules of the China Securities Regulatory Commission and the stock exchange, such as several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of the reduction of shares by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, And carefully formulate the stock reduction plan in combination with the needs of the issuer to stabilize the stock price, daily operation and capital operation;
③ Before reducing the shares of the issuer, the enterprise shall timely and effectively fulfill the obligations publicly promised during the initial public offering of shares, and make an announcement three trading days in advance, including but not limited to the centralized bidding trading mode of the stock exchange, block trading mode, agreement transfer mode, etc;
④ If the above commitments are not fulfilled, the enterprise will publicly explain the specific reasons for the non fulfillment of the commitments at the general meeting of shareholders of the issuer and the information disclosure media designated by the CSRC, and apologize to other shareholders of the issuer and public investors.
3. Liu Wenzhi, Yang Hui, Yuan Haibing, Zeng Huimin, Huang Chengyan, Chen Yu and Chen Xiaoqiang, the directors / supervisors / senior managers who indirectly hold the company's shares, made a commitment
(1) Within 12 months from the date when the company's shares are listed on the Shenzhen Stock Exchange, I will not transfer or entrust others to manage the shares issued before the issuer's initial public offering directly or indirectly held by me, nor will the issuer repurchase the shares issued before the issuer's initial public offering directly or indirectly held by me;
(2) If the shares held by me are reduced within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of this issuance. If the issuer has ex right and ex interest behaviors such as profit distribution or distribution of shares after listing, the above issuance price shall be the price after ex right and ex interest;
(3) If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the issuer's shares directly or indirectly held by me will be automatically extended for 6 months. If the issuer has ex right and ex dividend behaviors such as profit distribution or distribution of shares after listing, the above issuance price shall be the price after ex right and ex dividend;
(4) During my employment with the issuer, the shares of the issuer transferred by me every year after the expiration of the aforesaid lock-in period shall not exceed 25% of the total shares of the issuer held directly or indirectly by me; I will not transfer the shares of the issuer directly or indirectly held by me within 6 months after my resignation; If I resign before the expiration of my term of office, I promise to continue to abide by the above restrictive provisions on share transfer of directors, supervisors and senior managers within the term of office determined when I take office and within 6 months after the expiration of my term of office;
(5) If the lock up period of shares is longer than the above commitments stipulated or required by laws, administrative regulations, departmental rules or China Securities Regulatory Commission and stock exchange, the lock up period and restricted sale conditions of shares of the company directly or indirectly held by me shall be automatically implemented in accordance with these provisions and requirements.
2、 Commitment on stabilizing share price
1. Company commitment
(1) The company fully fulfilled its obligations and responsibilities under the plan for stabilizing the company's share price in strict accordance with the relevant requirements of the plan for stabilizing the company's share price of Guangzhou jusailong Engineering Plastics Co., Ltd;
(2) If the company fails to take specific measures to stabilize the stock price in accordance with the above plan when the preconditions for starting the stock price stabilization measures are met, the company agrees to take the following restrictive measures:
① The company will publicly explain the specific reasons for not taking the above measures to stabilize the stock price in the general meeting of shareholders of the company and the newspapers designated by the China Securities Regulatory Commission, and apologize to the shareholders of the company and public investors;
② The directors, supervisors and senior managers who are personally responsible for the company's failure to fulfill their commitments determined by the regulatory authority shall reduce or stop the payment of salaries and allowances (if any);
③ If the company is unable to fulfill the repurchase obligation within a certain period of time due to the provisions of relevant laws and regulations on the minimum shareholding ratio of social public shareholders, the company can be exempted from the above punishment, but it should also actively take other measures to stabilize the stock price.
2. Hao yuanzeng, the controlling shareholder and the actual controller, Hao Jianxin, Ren Ping and Wu Ruoshi, the actual controllers, promise to (1) fully perform their obligations and responsibilities under the plan for stabilizing the stock price in strict accordance with the relevant requirements of the plan for stabilizing the stock price of Guangzhou jusailong Engineering Plastics Co., Ltd;
(2) If I hold the company's shares at that time, I will vote in favor of the relevant share repurchase proposal at the general meeting of shareholders deliberating the share repurchase proposal;
(3) If I fail to take specific measures to stabilize the stock price in accordance with the above plan when the preconditions for starting the stock price stabilization measures are met, I agree to take the following restrictive measures:
① I will publicly explain the specific reasons for not taking the above measures to stabilize the stock price in the general meeting of shareholders of the company and the newspapers designated by the China Securities Regulatory Commission, and apologize to the shareholders of the company and the public investors;
② I will stop receiving salary and / or shareholder dividends from the company within 5 trading days from the date of the above events, and the shares of the company held directly or indirectly by me shall not be transferred until I take corresponding measures to stabilize the stock price and complete the implementation in accordance with the provisions of the above plan.
3. Relevant directors / senior managers Yang Hui, Wu Shuyong, Liu Wenzhi, Yuan Haibing and Zeng Huimin promise that (1) I will fully perform all obligations and responsibilities under the plan for stabilizing the stock price in strict accordance with the relevant requirements of the plan for stabilizing the stock price of Guangzhou jusailong Engineering Plastics Co., Ltd;
(2) If I hold the company's shares at that time, I will vote in favor of the relevant share repurchase proposal at the general meeting of shareholders deliberating the share repurchase proposal;
(3) If I fail to take specific measures to stabilize the stock price in accordance with the above plan when the preconditions for starting the stock price stabilization measures are met, I agree to take the following restrictive measures:
① I will publicly explain the specific reasons for not taking the above measures to stabilize the stock price in the general meeting of shareholders of the company and the newspapers designated by the China Securities Regulatory Commission, and apologize to the shareholders of the company and the public investors;
② I will stop receiving salary and / or shareholder dividends from the company within 5 trading days from the date of the above events, and the shares of the company held directly or indirectly by me shall not be transferred until I take corresponding measures to stabilize the stock price and complete the implementation in accordance with the provisions of the above plan. 3、 Commitment on share repurchase and compensation liability of fraudulent issuance and listing
1. Company commitment
(1) There are no false records, misleading statements or major omissions in the prospectus of the company, nor is there any situation of issuing and listing by deception. The company and all directors, supervisors and senior managers shall bear individual and joint legal liabilities for its authenticity, accuracy, integrity and timeliness;
(2) If the CSRC determines that there are false records, misleading statements or major omissions in the company's prospectus, which has a significant and material impact on judging whether the company meets the issuance conditions stipulated by law, The company will legally repurchase all new shares issued in the initial public offering within 10 working days after receiving the confirmation document or administrative punishment decision made by the competent regulatory authority or judicial authority such as the CSRC. The repurchase price shall be determined according to the issuance price of the company's initial public offering plus the deposit interest of the bank in the same period, The number of repurchased shares shall be determined according to the number of all new shares issued by the company in the initial public offering, and the procedures shall be handled in accordance with the relevant provisions of laws, regulations and normative documents. If the company has ex rights and ex interests matters such as cash dividend, share distribution, conversion of share capital and issuance of new shares, the above price and closing price will be adjusted accordingly.
2. Hao yuanzeng, the controlling shareholder and the actual controller, and Hao Jianxin, Ren Ping and Wu ruosi, the actual controllers, promise that (1) there are no false records, misleading statements or major omissions in the company's prospectus, and there is no case of issuing and listing by deception, and I will bear individual and joint legal liabilities for its authenticity, accuracy, integrity and timeliness;
(2) If the CSRC determines that there are false records, misleading statements or major omissions in the company's prospectus, which has a significant and substantial impact on judging whether the company meets the issuance conditions stipulated by law, I will urge the company to repurchase all new shares issued by the company according to law, The repurchase price shall be determined according to the issuance price of the company's initial public offering plus the deposit interest of the bank in the same period. The number of shares repurchased shall be determined according to the number of all new shares issued by the company's initial public offering, and the procedures shall be handled in accordance with the relevant provisions of laws, regulations and normative documents. If the company has ex rights and ex interests matters such as cash dividend, share distribution, conversion of share capital and issuance of new shares, the above price and closing price will be adjusted accordingly. 4、 Commitment on profit distribution policy
1. Company commitment
(1) The company will strictly implement the relevant provisions of the articles of Association (Draft) of Guangzhou jusailong Engineering Plastics Co., Ltd. and the dividend return plan after the listing of Guangzhou jusailong Engineering Plastics Co., Ltd. approved by the general meeting of shareholders for profit distribution;
(2) The company will actively implement the profit distribution policy. If it violates the above commitments, it will timely announce the facts and reasons for the violation. In addition to force majeure or other reasons not attributable to the company, it will apologize to the shareholders of the company and public investors, and put forward supplementary or alternative commitments to investors, so as to protect the interests of investors as much as possible, And implement supplementary commitments or alternative commitments after being deliberated and approved by the general meeting of shareholders of the company.
2. Hao yuanzeng, the controlling shareholder and actual controller, Hao Jianxin, Ren Ping and Wu ruosi, the actual controllers, promise that (1) I will strictly follow the articles of Association (Draft) of Guangzhou jusailong Engineering Plastics Co., Ltd. and the dividend return plan after the listing of Guangzhou jusailong Engineering Plastics Co., Ltd. deliberated and approved by the general meeting of shareholders, Urge relevant parties to put forward profit distribution plans;
(2) At the shareholders' meeting to review the company's profit distribution plan, I will vote for the profit distribution plan that meets the requirements of the articles of Association (Draft) of Guangzhou jucylon Engineering Plastics Co., Ltd. and the dividend return plan after listing of Guangzhou jucylon Engineering Plastics Co., Ltd;
(3) I will urge the company to implement profit distribution according to relevant resolutions. 5、 Measures and commitments on filling diluted immediate returns
1. Relevant measures and commitments of the company
(1) Strengthen the management of raised funds and make rational use of the raised funds
The funds raised by this issuance of shares comply with the relevant policies of the industry and are conducive to the sustainable growth of the company's economic benefits and the development of the company
