Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Wuhan Lincontrol Automotive Electronics Co.Ltd(688667)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “Changjiang recommendation” or “recommendation institution”) as a recommendation institution of Wuhan Lincontrol Automotive Electronics Co.Ltd(688667) (hereinafter referred to as ” Wuhan Lincontrol Automotive Electronics Co.Ltd(688667) ” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the measures for the administration of securities issuance and listing recommendation business The Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (revised in December 2020) and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) have verified the listing and circulation of some restricted shares in Wuhan Lincontrol Automotive Electronics Co.Ltd(688667) initial public offering. The specific circumstances are as follows:
1、 Types of restricted shares traded in this listing
According to the reply on Approving the registration of Wuhan Lincontrol Automotive Electronics Co.Ltd(688667) initial public offering (zjxk [2021] No. 146) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 19, 2021, the company agrees to the registration application for initial public offering of shares. The company issued 12900000 ordinary shares in RMB for the first time and was listed on the science and Innovation Board of Shanghai Stock Exchange on March 12, 2021. After the completion of the initial public offering of shares, the total share capital of the company is 51 Shanghai Pudong Development Bank Co.Ltd(600000) shares, including 11844249 shares with unlimited conditions and 39755751 shares with limited conditions. The restricted shares traded in this listing are part of the restricted shares issued in the initial public offering, involving 9 shareholders. The restricted period is 12 months from the date of listing of the company’s shares. For details, see the company’s website of Shanghai Stock Exchange on March 11, 2021 (www.sse. Com. Cn.) The announcement on the listing of Wuhan Lincontrol Automotive Electronics Co.Ltd(688667) initial public offering of shares on the science and Innovation Board disclosed.
The number of restricted shares listed and circulated this time is 10283052 shares, accounting for 19.93% of the total share capital of the company. This part of restricted shares will be listed and circulated from March 14, 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 the initial public offering. Since the formation of the restricted shares listed and circulated this time, there has been no change in the number of share capital due to profit distribution and the conversion of provident fund.
3、 Relevant commitments of restricted shares circulating in this listing
According to the prospectus of Wuhan Lincontrol Automotive Electronics Co.Ltd(688667) initial public offering and listing on the science and innovation board and the announcement of Wuhan Lincontrol Automotive Electronics Co.Ltd(688667) initial public offering and listing on the science and innovation board, 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) commitment of Wu Zhanghua, director, deputy general manager and chief financial officer of the company
1. Within 12 months from the date of the company’s initial public offering and listing, I will not transfer or entrust others to manage the shares issued before the company’s public offering directly or indirectly held by me, nor will the company repurchase such shares, and handle the locking procedures of the shares held according to law. 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 company’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 issue price. Within 6 months after the listing of the company, if the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days, or the closing price is lower than the issue price 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 lock-in period of the company’s shares held by me will be automatically extended for 6 months on the basis of the above-mentioned lock-in period. 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. After the expiration of the lock-in period, during my tenure in the company, my annual transfer of shares in the company shall not exceed 25% of the total shares held. I will not transfer my shares in the company within six months after my resignation. If I declare my resignation within 6 months from the date of listing of the company’s initial public offering, I shall not transfer the company’s shares held by me within 18 months from the date of reporting my resignation; If I declare my resignation from the 7th month to the 12th month from the date of listing of the company’s initial public offering, I shall not transfer the shares of the company I hold within 12 months from the date of declaration of resignation.
4. I will strictly abide by the relevant provisions of Chinese laws and regulations on shareholders’ shareholding and share changes, and perform the obligations of shareholders in good faith. In case of violation of relevant share lock-in commitments and unauthorized reduction of the company’s shares, the proceeds obtained from the reduction of shares shall belong to the company, and voluntarily accept the punishment specified in the normative documents in force at that time of the CSRC and Shanghai Stock Exchange; If losses are caused to the company and other investors due to the failure to fulfill the commitments on locking up shares and reducing holdings, I will be liable for compensation to the company or other investors according to law.
5. I intend to hold the company’s shares for a long time. If I intend to reduce my shares after the expiration of the lock-in period, I will carefully abide by the provisions of the CSRC and the stock exchange on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant regulations of the CSRC and the stock exchange on shareholders The board of directors, supervisors and senior management shall carefully formulate the stock reduction plan in accordance with the relevant provisions on the reduction of shares.
6. If I reduce such shares within two years after the expiration of the lock-in period of the issued shares before the company’s public offering of shares, the reduction price will not be lower than the price at the time of the company’s initial public offering of shares (if the company distributes dividends, bonus shares, capital stock, new shares or allotments and other ex dividend and ex right behaviors occur after the company’s listing, the above price will be adjusted accordingly).
7. The way of reducing the company’s shares shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, etc.
8. When the shares held by me are reduced after the expiration of the lock-in period, it will be announced 3 trading days in advance. 9. When the shares held by me are reduced after the expiration of the lock-in period, if the CSRC and the stock exchange have new rules and requirements for the reduction of shares, I will abide by these rules and requirements at the same time.
(II) commitment of directors, supervisors and senior managers Yu Junfa, Zhou liangrun and Chen Wei
1. Within 12 months from the date of the company’s initial public offering and listing, I will not transfer or entrust others to manage the shares issued before the company’s public offering directly or indirectly held by me, nor will the company repurchase such shares, and handle the locking procedures of the shares held according to law.
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 company’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 issue price. Within 6 months after the listing of the company, if the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days, or the closing price is lower than the issue price 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 lock-in period of the company’s shares held by me will be automatically extended for 6 months on the basis of the above-mentioned lock-in period. 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. After the expiration of the lock-in period, during my tenure in the company, my annual transfer of shares in the company shall not exceed 25% of the total shares held. I will not transfer my shares in the company within six months after my resignation. If I declare my resignation within 6 months from the date of listing of the company’s initial public offering, I shall not transfer the company’s shares held by me within 18 months from the date of reporting my resignation; If I declare my resignation from the 7th month to the 12th month from the date of listing of the company’s initial public offering, I shall not transfer the shares of the company I hold within 12 months from the date of declaration of resignation.
4. I will strictly abide by the relevant provisions of Chinese laws and regulations on shareholders’ shareholding and share changes, and perform the obligations of shareholders in good faith. In case of violation of relevant share lock-in commitments and unauthorized reduction of the company’s shares, the proceeds obtained from the reduction of shares shall belong to the company, and voluntarily accept the punishment specified in the normative documents in force at that time of the CSRC and Shanghai Stock Exchange; If losses are caused to the company and other investors due to the failure to fulfill the commitments on locking up shares and reducing holdings, I will be liable for compensation to the company or other investors according to law.
(III) commitment of the company’s shareholders Beijing Yuyuan and Beijing Hongya Ruogu
1. Within 12 months from the date of the company’s initial public offering and listing, the enterprise will not transfer or entrust others to manage the shares directly or indirectly held by the enterprise that have been issued before the company’s public offering, nor will the company repurchase such shares, and handle the locking procedures of the shares held according to law. 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. The enterprise will strictly abide by the relevant provisions of Chinese laws and regulations on shareholders’ shareholding and share changes, and perform the obligations of shareholders in good faith. In case of violation of relevant share lock-in commitments and unauthorized reduction of the company’s shares, the proceeds obtained from the reduction of shares shall belong to the company, and voluntarily accept the punishment specified in the normative documents in force at that time of the CSRC and Shanghai Stock Exchange; If losses are caused to the company and other investors due to the failure to fulfill the commitments on locking up shares and reducing holdings, the enterprise will be liable for compensation to the company or other investors according to law.
(IV) commitments of the company’s shareholders Xuan Lu and Huang Lihai
1. Within 12 months from the date of the company’s initial public offering and listing, I will not transfer or entrust others to manage the shares directly or indirectly held by me that have been issued before the company’s initial public offering, nor will the company repurchase such shares, and handle the locking procedures of the shares held according to law. 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. I will strictly abide by the relevant provisions of Chinese laws and regulations on shareholders’ shareholding and share changes, and perform the obligations of shareholders in good faith. In case of violation of relevant share lock-in commitments and unauthorized reduction of the company’s shares, the proceeds obtained from the reduction of shares shall belong to the company, and voluntarily accept the punishment specified in the normative documents in force at that time of the CSRC and Shanghai Stock Exchange; If losses are caused to the company and other investors due to the failure to fulfill the commitments on locking up shares and reducing holdings, I will be liable for compensation to the company or other investors according to law.
(V) commitment of the company’s shareholder Tan Chun
1. Within 12 months from the date of the company’s initial public offering and listing, I will not transfer or entrust others to manage the shares directly or indirectly held by me that have been issued before the company’s initial public offering, nor will the company repurchase such shares, and handle the locking procedures of the shares held according to law. 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. I will strictly abide by the relevant provisions of Chinese laws and regulations on shareholders’ shareholding and share changes, and perform the obligations of shareholders in good faith. In case of violation of relevant share lock-in commitments and unauthorized reduction of the company’s shares, the proceeds obtained from the reduction of shares shall belong to the company, and voluntarily accept the punishment specified in the normative documents in force at that time of the CSRC and Shanghai Stock Exchange; If losses are caused to the company and other investors due to the failure to fulfill the commitments on locking up shares and reducing holdings, I will be liable for compensation to the company or other investors according to law.
3. I intend to hold the company’s shares for a long time. If I intend to reduce my shares after the expiration of the lock-in period, I will carefully abide by the provisions of the CSRC and the stock exchange on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant regulations of the CSRC and the stock exchange on shareholders The board of directors, supervisors and senior management shall carefully formulate the stock reduction plan in accordance with the relevant provisions on the reduction of shares.
4. If I reduce such shares within two years after the expiration of the lock-in period of the issued shares before the company’s public offering, the reduction price will not be lower than the price at the time of the company’s initial public offering of shares (if the company distributes dividends, bonus shares, converts to share capital, issues new shares or allots shares and other ex dividend and ex right behaviors after listing, the above price will be adjusted accordingly), The company shall make an announcement according to relevant regulations before the reduction, and disclose the reasons for the reduction, the number of shares to be reduced, the future shareholding intention and the impact of the reduction on the corporate governance structure, equity structure and sustainable operation in the relevant information disclosure documents.
5. The way of reducing the company’s shares shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, etc.
6. When the shares held by me are reduced after the expiration of the lock-in period, it will be announced 3 trading days in advance. 7. Upon the expiration of the lock-in and reduction of the shares held by the exchange, if the requirements of the exchange and the Securities Regulatory Commission are implemented at the same time, I will comply with the requirements of the exchange.
In addition to the above commitments, the shareholders of restricted shares applying for listing and circulation have no other special commitments on listing and circulation.
As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the corresponding commitments, and there is no situation in which the failure to fulfill the relevant commitments affects the listing and circulation of the restricted shares.
4、 Circulation of restricted shares
(I) the total number of restricted shares in circulation this time is 10283052
(II) the listing and circulation date is March 14, 2022
(III) listing and circulation list of restricted shares
Holding Limited sales Holding Limited sales the number of shares in the name of the remaining shareholders of the limited sales order in this listing accounts for the total share capital ratio (shares) (shares) of the number of shares in circulation (number of shares) of the company example 1
1 Wu Zhanghua 35534746.89%
