Securities code: Zwsoft Co.Ltd(Guangzhou)(688083) securities abbreviation: Zwsoft Co.Ltd(Guangzhou)(688083) Announcement No.: 2022004 Zwsoft Co.Ltd(Guangzhou)(688083)
Announcement on the listing and circulation of some restricted shares in the initial public offering
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
The number of strategic placement shares circulating in this listing is 918728, accounting for 1.48% of the total share capital of Zwsoft Co.Ltd(Guangzhou)(688083) (hereinafter referred to as “the company” or ” Zwsoft Co.Ltd(Guangzhou)(688083) “), and the sales restriction period is 12 months from the date of listing of the company’s shares. The company confirms that the number of shares listed and circulated is the number of all strategic placement shares in the restricted period.
In addition to the strategic placement shares, the number of restricted shares circulating in this listing is 16378000, accounting for 26.44% of the total share capital of the company. The restricted period is 12 months from the date of listing of the company’s shares.
The listing and circulation date is March 11, 2022.
1、 Types of restricted shares traded in this listing
According to the reply on Approving the registration of Zwsoft Co.Ltd(Guangzhou)(688083) initial public offering of shares (zjxk [2021] No. 348) issued by China Securities Regulatory Commission on February 1, 2021, Zwsoft Co.Ltd(Guangzhou)(688083) was approved to issue 15486000 ordinary shares of RMB to the public and was listed on the science and Innovation Board of Shanghai Stock Exchange on March 11, 2021. After the completion of the initial public offering of shares, the total share capital of the company is 61943857 shares, including 48449300 shares with limited sales conditions and 13494557 shares with unlimited sales conditions.
The restricted shares listed and circulated this time are part of the initial public offering of restricted shares and part of the strategic placement of restricted shares. The restricted period is 12 months from the date when the company’s initial public offering of shares is listed on the science and Innovation Board of Shanghai Stock Exchange. The details are as follows:
1. The special asset management plan for senior managers and core employees of the company’s initial public offering strategic placement ” Huatai Securities Co.Ltd(601688) asset management – China Merchants Bank Co.Ltd(600036) – Huatai Zwsoft Co.Ltd(Guangzhou)(688083) Jiayuan No. 1 Kechuang board employee stock ownership collective asset management plan” involves one shareholder and the corresponding restricted number is 918728 shares, which is the total number of strategic placement shares during the restricted period, Accounting for 1.48% of the total share capital of the company.
2. The number of shareholders involved in the initial public offering of some restricted shares of the company is 24, and the corresponding number of shares is 16378000, accounting for 26.44% of the total share capital of the company.
The total number of shareholders of the above restricted shares is 25, and the corresponding number of shares is 17296728, accounting for 27.92% of the total share capital of the company. The restricted period is 12 months from the date of listing of the company’s shares. Now the restricted period is about to expire and will be listed and circulated from March 11, 2022.
2、 Changes in the number of share capital of the company since the formation of restricted shares listed and circulated this time
The restricted shares listed and circulated this time belong to the restricted shares of initial public offering and strategic placement shares. Since the formation of the restricted shares of the company’s initial public offering, the company has not changed the number of share capital due to profit distribution, conversion of accumulation fund, etc.
3、 Relevant commitments of restricted shares circulating in this listing
According to the prospectus of Zwsoft Co.Ltd(Guangzhou)(688083) initial public offering and listing on the science and innovation board, the announcement of Zwsoft Co.Ltd(Guangzhou)(688083) initial public offering and listing on the science and innovation board and other documents, the commitments of the shareholders applying for lifting the restrictions on the sale of shares on the listing and circulation of the restricted shares held by them are as follows:
(I) restrictions on the sale of shares held by shareholders before this offering, voluntary lock-in of shares and commitment to extend the lock-in period
1. The shareholders of the company are Guangzhou Mengze investment consulting partnership (limited partnership) (now renamed “Xiamen Mengze investment consulting partnership (limited partnership)”), Guangzhou senxi investment enterprise (limited partnership) (now renamed “Xiamen senxi investment partnership (limited partnership)”) Guangzhou longpeng investment partnership (limited partnership) (now renamed Xiamen shuoyu investment partnership (limited partnership)), Guangzhou Leijun investment partnership (limited partnership) (now renamed Xiamen Leijun investment partnership (limited partnership)) Dongguan Dachen Chenying No. 3 equity investment partnership (limited partnership) (now renamed “Shenzhen Dachen Chenying No. 3 equity investment enterprise (limited partnership)”) promises:
“（1） Within 12 months from the date of listing of the company’s shares, the enterprise shall not transfer or entrust others to manage the shares directly or indirectly held by the enterprise that have been issued before the initial public offering of the company, nor propose that the company buy back these shares. If the company’s shares held by the company change due to the company’s equity distribution, the company will still abide by the above commitments.
(2) During the period when the company holds shares in the company, if the laws, regulations, normative documents and policies on share locking and reduction and the requirements of securities regulatory authorities change, the company is willing to automatically apply the later laws, regulations, normative documents and policies and the requirements of securities regulatory authorities.
(3) If the enterprise violates the above commitments, the proceeds obtained from the transfer of shares in violation of the commitments shall be unconditionally owned by the company. The company or other shareholders meeting the legal conditions have the right to directly file a lawsuit on behalf of the company to the people’s court with jurisdiction in the place where the company is located, and the enterprise will unconditionally bear the corresponding legal liabilities according to the above commitments. “
2. The shareholder of the company, Shenzhen Dachen chuangtong equity investment enterprise (limited partnership), promises:
“(1) within 12 months from the date of listing of the company’s shares, the enterprise shall not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by the enterprise, nor propose that the company buy back these shares; moreover, for 232290 shares (New shares) obtained by the enterprise through capital increase and share expansion of the company in October 2019 , the company shall be locked up for 3 years from the date when the company completes the industrial and commercial registration procedures for capital increase and share expansion (i.e. October 11, 2019), and shall not transfer or entrust others to manage the new shares, nor propose that the company buy back the new shares. Since the completion of the company, if the company’s shares held by the company change due to the company’s equity distribution, the company will still abide by the above commitments.
(2) During the period when the company holds shares in the company, if the laws, regulations, normative documents and policies on share locking and reduction and the requirements of securities regulatory authorities change, the company is willing to automatically apply the later laws, regulations, normative documents and policies and the requirements of securities regulatory authorities.
(3) If the enterprise violates the above commitments, the proceeds obtained from the transfer of shares in violation of the commitments shall be unconditionally owned by the company. The company or other shareholders meeting the legal conditions have the right to directly file a lawsuit on behalf of the company to the people’s court with jurisdiction in the place where the company is located, and the enterprise will unconditionally bear the corresponding legal liabilities according to the above commitments.
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3. Chengdu Aerospace Industry Internet Intelligent Manufacturing Industry Investment Fund partnership (limited partnership), the shareholder of the company, promises:
“(1) within 12 months from the date of listing of the company’s shares, the enterprise shall not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by the enterprise, nor propose that the company buy back these shares; in addition, for 232289 shares (new shares) obtained by the enterprise through capital increase and share expansion of the company in October 2019 , the company shall be locked up for 3 years from the date when the company completes the industrial and commercial registration procedures for capital increase and share expansion (i.e. October 11, 2019), and shall not transfer or entrust others to manage the new shares, nor propose that the company buy back the new shares. Since the completion of the company, if the company’s shares held by the company change due to the company’s equity distribution, the company will still abide by the above commitments.
(2) During the period when the company holds shares in the company, if the laws, regulations, normative documents and policies on share locking and reduction and the requirements of securities regulatory authorities change, the company is willing to automatically apply the later laws, regulations, normative documents and policies and the requirements of securities regulatory authorities.
(3) If the enterprise violates the above commitments, the proceeds obtained from the transfer of shares in violation of the commitments shall be unconditionally owned by the company. The company or other shareholders meeting the legal conditions have the right to directly file a lawsuit on behalf of the company to the people’s court with jurisdiction in the place where the company is located, and the enterprise will unconditionally bear the corresponding legal liabilities according to the above commitments. “
4. The company’s shareholders Meng Lin, Gao Fei, Wang Liying, Wang Yunyan, Xu Bin, Chen Shuying, Zou Xuhai, Shi Anguo, Chen Yan, Shen Yanhui and Xu Lijun promise:
“(1) within 12 months from the date of listing of the company’s shares, I will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by me, nor propose that the company buy back these 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) During the period when I hold the shares of the company, if the laws, regulations, normative documents, policies and the requirements of the securities regulatory authorities for share locking and reduction change, I am willing to automatically apply the later laws, regulations, normative documents, policies and the requirements of the securities regulatory authorities.
(3) If I violate the above commitments, the proceeds obtained from the transfer of shares in violation of the commitments shall be unconditionally owned by the company. The company or other shareholders meeting the legal conditions have the right to directly file a lawsuit on behalf of the company to the people’s court with jurisdiction in the place where the company is domiciled, and I will unconditionally bear the corresponding legal liabilities according to the above commitments. “
5. The indirect shareholders of the company are Guangzhou Mengze investment consulting partnership (limited partnership) (now renamed Xiamen Mengze investment consulting partnership (limited partnership)), Guangzhou senxi investment enterprise (limited partnership) (now renamed Xiamen senxi investment partnership (limited partnership)) The partners of Guangzhou longpeng investment partnership (limited partnership) (now renamed Xiamen shuoyu investment partnership (limited partnership)) and Guangzhou Leijun investment partnership (limited partnership) (now renamed Xiamen Leijun investment partnership (limited partnership)) promise:
“（1） Within 12 months from the date of listing of the company’s shares, I will not transfer or entrust others to manage the shares directly or indirectly held by the enterprise that have been issued before the initial public offering of the company, nor propose that the company buy back these 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) During the period when I hold the shares of the company, if the laws, regulations, normative documents, policies and the requirements of the securities regulatory authorities for share locking and reduction change, I am willing to automatically apply the later laws, regulations, normative documents, policies and the requirements of the securities regulatory authorities.
(3) If I violate the above commitments, the proceeds obtained from the transfer of shares in violation of the commitments shall be unconditionally owned by the company. The company or other shareholders meeting the legal conditions have the right to directly file a lawsuit on behalf of the company to the people’s court with jurisdiction in the place where the company is domiciled, and I will unconditionally bear the corresponding legal liabilities according to the above commitments. “
6. Liu Yufeng, the shareholder, director and deputy general manager of the company, Zi Yingkun, the shareholder, deputy general manager and Secretary of the board of directors, Lin Qingzhong, the shareholder and deputy general manager, and Wang Changmin, the shareholder and deputy general manager, promise:
“(1) within 12 months from the date of listing of the company’s shares, I will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by me, nor propose that the company buy back these 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) If the shares of the company 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 issue price; 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’s shares, or the closing price is lower than the issue price at the end of 6 months after the listing, the lock-in period of the company’s shares held by me will be automatically extended for at least 6 months. In case of ex right and ex interest behaviors such as dividend distribution, share distribution and conversion of capital reserve into share capital after the listing of the company, the above issuance price shall be the price after ex right and ex interest.
(3) During my tenure as a director, supervisor and senior manager of the company, the number of shares transferred each year shall not exceed 25% of the total number of shares of the company held by me; I will not transfer my shares of the company within half a year after my resignation. If I resign before the expiration of my term of office as a director, supervisor or senior manager of the company, I shall abide by the following restrictive provisions during the term of office determined at the time of taking office and within 6 months after the expiration of my term of office: the shares transferred every year shall not exceed 25% of the total shares of the company held by me; The company shall not transfer its shares within six months after resignation; Other provisions of laws, administrative regulations, departmental rules, normative documents and business rules of Shanghai Stock Exchange on share transfer of directors, supervisors and senior managers.
(4) . if the company has major violations of the law and touches the delisting standard, I shall not reduce the shares of the company from the date of the relevant administrative punishment decision or judicial judgment until the listing of the company’s shares is terminated.
(5) I will not refuse to fulfill the above commitments due to job change, resignation and other reasons.
(6) During the period when I hold the shares of the company, if the laws, regulations, normative documents, policies and the requirements of the securities regulatory authorities for share locking and reduction change, I am willing to automatically apply the later laws, regulations, normative documents, policies and the requirements of the securities regulatory authorities.
(7) If I violate the above commitments, the proceeds obtained from the transfer of shares in violation of the commitments shall be unconditionally owned by the company. The company or other shareholders meeting the legal conditions have the right to directly file a lawsuit on behalf of the company to the people’s court with jurisdiction in the place where the company is domiciled, and I will unconditionally bear the corresponding legal liabilities according to the above commitments. “
7. Li Huijiang, the shareholder, director and core technician of the company, promises:
“(1) within 12 months from the date of listing of the company’s shares, I will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by me, nor propose that the company buy back these 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) If the shares of the company 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 issue price; Within 6 months after the listing of the company’s shares, if the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days, or 6 months after the listing
