Shandong Tianyue advanced technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Appendix to prospectus
1、 Appendix 1 to the letter of intent for offering II. Issuance recommendation 93 III. legal opinion 152 IV. lawyer’s work report 353 v. financial report and audit report 667 VI. review report and financial statements 912 VII. Draft articles of association 1025 VIII. Internal control assurance report 1072 IX. detailed statement of non recurring profits and losses authenticated by certified public accountants 1088 X Document of China Securities Regulatory Commission approving the registration of the issuer’s public offering 1101
Shandong Tianyue advanced technology Co., Ltd
(No. 99, Tianyue South Road, Huaiyin District, Jinan City, Shandong Province)
Letter of intent for initial public offering and listing on the science and Innovation Board
appendix
This document is an integral part of the letter of intent of Shandong Tianyue advanced technology Co., Ltd. for initial public offering and listing on the science and innovation board
Co sponsor (lead underwriter)
No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone, No. 689, Guangdong Road, Shanghai
catalogue
Appendix I: relevant commitments 3 Appendix II: basic information of new shareholders of the issuer in the last year 30 Appendix III: main production and operation qualifications 64 Appendix IV: self owned houses, buildings and leased houses 66 appendix V: patents of the issuer and its subsidiaries 68 appendix VI: software copyright of the issuer and its subsidiaries 82 appendix VII: trademark rights of the issuer and its subsidiaries 85 appendix VIII: land use right 87 appendix IX: list of related party guarantees eighty-eight
Appendix I: relevant commitments
1、 Share restriction arrangements and voluntary lock-in commitments
(i) Commitments of controlling shareholders and actual controllers
Zong Yanmin, the controlling shareholder and actual controller of the company, promises:
1. If the company is not profitable at the time of initial listing, within 3 complete fiscal years from the date of initial listing before the company realizes profitability, I will not reduce the shares of the company directly or indirectly held before this issuance (hereinafter referred to as “pre IPO shares”), nor propose that the company repurchase the pre IPO shares held by me; within the fourth and fifth fiscal years from the date of the company’s initial listing, the pre IPO shares reduced each year shall not exceed 2% of the total number of shares of the company, and shall meet the following requirements Relevant provisions on share reduction in the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange. After the company makes profits, I can reduce my pre IPO shares from the next day after the disclosure of the annual report of the current year, but I will still abide by other commitments in this commitment letter.
2. Within 36 months from the date of the company’s initial listing, I shall not transfer or entrust others to manage the pre IPO shares I directly or indirectly hold, nor shall I propose that the listed company repurchase such shares; However, if there is a control relationship between the transferor and the transferee or controlled by the same actual controller, the foregoing provisions of this article may be exempted after 12 months from the date of initial listing of the company.
3. Within 6 months from the date of initial listing of the company, If the closing price of the company’s shares for 20 consecutive trading days is lower than the issuance price of the initial public offering (hereinafter referred to as the “issuance price”), if the company has dividend, dividend distribution, share distribution, conversion of capital reserve to share capital, share allotment, additional issuance and other ex right and ex dividend matters, it is the price after ex right and ex dividend adjustment according to the corresponding proportion, the same below), or at the end of 6 months after listing (if that day is not a trading day, the first trading day after that day shall prevail) if the closing price is lower than the issue price, the lock up period of the company’s shares held by me shall be automatically extended for 6 months.
4. If my pre IPO shares are reduced within 2 years after the expiration of the lock up period, the reduction price shall not be lower than the issue price.
5. Subject to the relevant commitments on the lock-in period in this commitment letter, during my tenure as a director, supervisor and senior manager of the company, the number of shares transferred each year will not exceed 25% of the total number of shares of the company held by me directly or indirectly; If I resign for any reason, I will not transfer or entrust others to manage the shares of the company held by me directly or indirectly within six months after resignation, and the shares transferred each year shall not exceed 25% of the total shares of the company held by me during the term of office determined when I took office and within six months after the expiration of my term of office.
6. As a core technician of the company, within 4 years from the date of expiration of the lock-in of the company’s pre IPO shares, my annual transfer of pre IPO shares shall not exceed 25% of the total number of pre IPO shares held by the company at the time of listing, and the reduction proportion can be used cumulatively, but I will still abide by other commitments in this commitment letter.
7. On the premise of complying with the above commitments, I will reduce my holdings according to actual needs and in accordance with relevant laws, regulations and normative documents of Shanghai Stock Exchange.
8. During my tenure as a director, supervisor and senior manager of the company, I will report to the company the number of shares held by me directly or indirectly and the corresponding changes; I will strictly abide by the company law of the people’s Republic of China, the rules for the management of the shares held by directors, supervisors and senior managers of listed companies and their changes, several provisions on the reduction of shares held by shareholders and directors of listed companies, and the Listing Rules of Shanghai Stock Exchange on the science and innovation board The detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shanghai Stock Exchange and other relevant laws, regulations and normative documents.
9. During my shareholding period, if the laws, regulations, normative documents and policies on share locking and reduction and the requirements of the securities regulatory authority change, I am willing to automatically apply the changed laws, regulations, normative documents and policies and the requirements of the securities regulatory authority.
10. I will not refuse to fulfill the above commitments due to job change, resignation and other reasons.
11. If I fail to fulfill the above commitments, I will publicly explain the specific reasons for the failure in the general meeting of shareholders and the newspapers designated by Shanghai Stock Exchange or China Securities Regulatory Commission, and apologize to shareholders and public investors. At the same time, I will bear all legal liabilities that may arise therefrom.
（2） Commitments of shareholders Liaoning Zhongde, Hubble investment, Liaoning Haitong new energy, Zhonghai Taichang, Huiyou Chuangjia, Guoxi Province, Guangdong Ruichen, Ningbo Yunyi and Huiyou chuangxiang
The company’s shareholders Liaoning Zhongde, Hubble investment, Liaoning Haitong new energy, Zhonghai Taichang, Huiyou Chuangjia, Guoxi Province, Guangdong Ruichen, Ningbo Yunyi and Huiyou chuangxiang promise:
1. Within 12 months from the date of initial public offering and listing of the company, the company shall not transfer or entrust others to manage the shares issued before the initial public offering of the company held by the enterprise / myself, nor shall the company repurchase the shares issued before the initial public offering of the company held by the enterprise / myself.
2. If the company / I reduces its holdings after the expiration of the above-mentioned lock-in period, the company / I will reduce its holdings according to the actual demand and in accordance with the provisions of relevant laws, regulations and normative documents of Shanghai Stock Exchange, and the reduction price shall be determined according to the current secondary market price.
3. If the company / I fail to fulfill the above commitments, it will publicly explain the specific reasons for the failure in the general meeting of shareholders and newspapers designated by Shanghai Stock Exchange or China Securities Regulatory Commission, apologize to shareholders and public investors, and will bear relevant legal liabilities that may arise therefrom.
（3） Commitment of shareholders Shanghai Zhuao and Shanghai maiming
The company’s shareholders Shanghai Zhuao and Shanghai maiming promise:
1. Within 36 months from the date of the company’s initial public offering and listing, the company shall not transfer or entrust others to manage the shares held by the enterprise that have been issued before the company’s initial public offering, nor shall the company repurchase the shares held by the enterprise that have been issued before the company’s initial public offering.
2. If the enterprise reduces its holdings after the expiration of the aforesaid lock-in period, the enterprise will reduce its holdings according to the actual demand and in accordance with the provisions of relevant laws, regulations and normative documents of Shanghai Stock Exchange, and the reduction price shall be determined according to the secondary market price at that time.
3. If the enterprise fails to fulfill the above commitments, it will publicly explain the specific reasons for the failure in the general meeting of shareholders and newspapers designated by Shanghai Stock Exchange or China Securities Regulatory Commission, and apologize to shareholders and public investors; If the enterprise obtains income from reducing its holdings in violation of the above commitments, the income shall be owned by the company; At the same time, the company will bear all possible legal liabilities.
（4） Commitments of other relevant shareholders
Jinan Guocai, Liaoning Zhengwei, Zhenjiang zhisi, Jinpu guodiao, Guangdong green home, Shenzhen Venture Capital, Qingdao tieyue, Advanced Micro-Fabrication Equipment Inc.China(688012) , advanced manufacturing, Andai Huizhi, Qingxin Chengming, Shanghai guoce, Guangdong green technology bank, Haitong innovation, Shanghai gunshi, Zibo innovation, Wanxiang entrepreneurship, Qingdao Yuanchuang, Ningbo Yunyi, Qingdao Huajin, Jinan Shunxing, Xiaoxiang Hairun, oceanwide vision Shenzhen xingchuangrong, Jinpu Xinchao Xinxing, Ningbo Shangrong, Jiaxing Yuxin, Jinpu Xinchao entrepreneurship and Zhuzhou jushidai promise:
1. Within 12 months from the date of initial public offering and listing of the company, the company shall not transfer or entrust others to manage the shares issued before the initial public offering of the company held by the enterprise / myself, nor shall the company repurchase the shares issued before the initial public offering of the company held by the enterprise / myself.
2、 The newly added shares applicable to the guidelines for the application of regulatory rules – Information Disclosure of shareholders of enterprises applying for initial public listing held by the enterprise / myself before the company’s initial public offering and listing (that is, the new shares held by the new shareholders within 12 months before the company submits the application for IPO and listing, including the new shares obtained through capital increase and share expansion and share transfer) shall not be transferred within 36 months from the date of acquisition. 3. If the enterprise / I reduce its holdings after the expiration of the aforementioned lock-in period, the enterprise / I will, according to the actual needs and in accordance with relevant laws , regulations and normative documents of Shanghai Stock Exchange, and the reduction price shall be determined according to the secondary market price at that time.
4. If the company / I fail to fulfill the above commitments, it will publicly explain the specific reasons for the failure in the general meeting of shareholders and newspapers designated by Shanghai Stock Exchange or China Securities Regulatory Commission, apologize to shareholders and public investors, and will bear relevant legal liabilities that may arise therefrom.
（5） Commitments of directors, supervisors and senior managers
The indirect shareholders and directors / supervisors / senior managers of the company, Zhong Wenqing, yuan huaidong, Zhang Hongyan, Song Jian and Yang Lei promise:
1. If the company is not profitable at the time of initial listing, within 3 complete fiscal years from the date of initial listing before the company realizes profitability, I will not reduce the shares of the company (hereinafter referred to as “pre IPO shares”) that I have directly or indirectly held before this issuance ）, nor does it propose that the company repurchase the pre IPO shares held by itself; I will continue to abide by the provisions of this commitment if I resign within the above-mentioned period; After the company makes profits, I can reduce my pre IPO shares from the next day after the disclosure of the annual report of the current year, but I will still abide by other commitments in this commitment letter. 2. Within 12 months from the date of initial listing of the company, I will not transfer or entrust others to manage my pre IPO shares, nor propose that the company repurchase my pre IPO shares.
3. Within 6 months from the date of initial listing of the company, If the closing price of the company’s shares for 20 consecutive trading days is lower than the issuance price of the initial public offering (hereinafter referred to as the “issuance price”), if the company has dividend, dividend distribution, share distribution, conversion of capital reserve to share capital, share allotment, additional issuance and other ex right and ex dividend matters, it is the price after ex right and ex dividend adjustment according to the corresponding proportion, the same below), or at the end of 6 months after listing (if that day is not a trading day, the first trading day after that day shall prevail) if the closing price is lower than the issue price, the lock up period of the company’s shares held by me shall be automatically extended for 6 months.
4. If my pre IPO shares are reduced within 2 years after the expiration of the lock up period, the reduction price shall not be lower than the issue price.
5. During my tenure as a director, supervisor and senior manager of the company, the number of shares transferred each year will not exceed 25% of the total number of shares of the company held by me directly or indirectly; If I resign for any reason, I will not transfer or entrust others to manage the shares of the company held by me directly or indirectly within six months after resignation, and the shares transferred each year shall not exceed 25% of the total shares of the company held by me during the term of office determined when I took office and within six months after the expiration of my term of office.
6. On the premise of complying with the above commitments, I will reduce my holdings according to actual needs and in accordance with relevant laws, regulations and normative documents of Shanghai Stock Exchange.
7. During my tenure as a director, supervisor and senior manager of the company, I will report to the company the number of shares held by me directly or indirectly and the corresponding changes; I will strictly abide by the company law of the people’s Republic of China, directors, supervisors and senior executives of listed companies
