603261: IPO prospectus of Lihang Technology

Chengdu Lihang Technology Co., Ltd

CHENGDU LIHANG TECHNOLOGY CO.,LTD

(No. 24-1, Yongfeng Road, Chengdu hi tech Zone, Sichuan Province)

IPO prospectus

Sponsor (lead underwriter)

(No. 198, Tianfu 2nd Street, hi tech Zone, Chengdu)

March, 2002

Issue overview

Type of shares issued: RMB ordinary shares (A shares)

The number of shares issued this time is 19.25 million, and the number of shares issued is no less than 25% of the total share capital of the company after issuance. All of them are new shares issued to the public, and there is no transfer of old shares

The par value of each share is RMB 1.00

The issue price per share is 19.70 yuan

Expected issue date: March 3, 2022

Stock exchange to be listed Shanghai Stock Exchange

The total share capital before issuance was 57711822 million shares

The total share capital after issuance is 76961822 shares

Sponsor (lead underwriter) Huaxi Securities Co.Ltd(002926)

Signing date of prospectus: March 1, 2022

Prior to this offering, the shareholders’ commitment to limit the circulation of shares and voluntarily lock up shares:

(I) commitments of controlling shareholders and actual controllers

Liu Suiyang, the controlling shareholder, actual controller, chairman and general manager of the company, promises:

“1. Within 36 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by me before this issuance, nor will the issuer repurchase such shares.

2. If the closing price of the issuer’s shares is lower than the offering price for 20 consecutive trading days within six months after the listing of the issuer, or the closing price at the end of six months after the listing is lower than the offering price, the lock-in period of the issuer’s shares directly or indirectly held by the issuer will be automatically extended for six months. In case of dividend distribution, share distribution, conversion of provident fund into share capital, allotment of shares, etc., the issue price will be adjusted accordingly according to the ex right and ex dividend situation.

3. When the total number of shares held by me as a director or manager of the company does not exceed 25% of the total number of shares held by the issuer after the expiration of half a year.

4. I will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

5. If I fail to fulfill the above commitments and cause losses to the issuer or other investors, I will be liable for compensation to the issuer or other investors according to law. “

(II) commitment of shareholders as directors, supervisors and senior managers of the company

Wan Linjun, director, deputy general manager and Secretary of the board of directors, and Wang Dongming, director of the company, promise:

“1. Within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by me before this issuance, nor will the issuer repurchase such shares.

2. If the closing price of the issuer’s shares is lower than the offering price for 20 consecutive trading days within six months after the listing of the issuer, or the closing price at the end of six months after the listing is lower than the offering price, the lock-in period of the issuer’s shares directly or indirectly held by the issuer will be automatically extended for six months. In case of dividend distribution, share distribution, conversion of provident fund into share capital, allotment of shares, etc., the issue price will be ex dividend according to ex right

Adjust accordingly.

3. After the expiration of the lock-in period, when I am a director / Senior Manager of the issuer, the company’s shares transferred every year shall not exceed 25% of the total shares of the company held by me, and the shares of the issuer held by me shall not be transferred within half a year after my resignation.

4. I will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

5. If I fail to fulfill the above commitments and cause losses to the issuer or other investors, I will be liable for compensation to the issuer or other investors according to law. “

(III) commitments of other shareholders

Commitment of the company’s shareholder Ruilian Jiaxin

“1. Within 36 months from the date of listing of the issuer’s shares, the enterprise will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by the enterprise before this issuance, nor will the issuer repurchase such shares.

2. If the closing price of the issuer’s shares is lower than the offering price for 20 consecutive trading days within six months after the issuer’s listing, or the closing price at the end of six months after the listing is lower than the offering price, the lock-in period of the issuer’s shares directly or indirectly held by the enterprise will be automatically extended for six months. In case of dividend distribution, share distribution, conversion of provident fund into share capital, allotment of shares, etc., the issue price will be adjusted accordingly according to the ex right and ex dividend situation.

3. The company will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

4. If losses are caused to the issuer or other investors due to the failure of the enterprise to fulfill the above commitments, the enterprise will be liable for compensation to the issuer or other investors according to law. “

Liu Yanping, the shareholder of the company, promises:

“1. Within 36 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by me before this issuance, nor will the issuer repurchase such shares.

2. I will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

3. If I fail to fulfill the above commitments and cause losses to the issuer or other investors, I will be liable for compensation to the issuer or other investors according to law. “

The shareholders of the company, Huakong science and technology Ningbo, Huakong Hubei science and technology, Haicheng Junrong, yun’an Taixin, Jingdao Fucheng and Boyuan SIA, promise:

“1. Within 12 months from the date of listing of the issuer’s shares, the enterprise will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by the enterprise before this issuance, nor will the issuer repurchase such shares.

2. The company will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

3. If losses are caused to the issuer or other investors due to the failure of the enterprise to fulfill the above commitments, the enterprise will be liable for compensation to the issuer or other investors according to law. “

Issuer 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.

Tips on major issues

The company specially reminds investors to carefully read the “risk factors” part of this prospectus and pay special attention to the following matters: I. restrictions on the circulation of shares held by the company’s shareholders and the commitment to voluntarily lock up shares

(I) commitments of controlling shareholders and actual controllers

Liu Suiyang, the controlling shareholder, actual controller, chairman and general manager of the company, promises:

“1. Within 36 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by me before this issuance, nor will the issuer repurchase such shares.

2. If the closing price of the issuer’s shares is lower than the offering price for 20 consecutive trading days within six months after the listing of the issuer, or the closing price at the end of six months after the listing is lower than the offering price, the lock-in period of the issuer’s shares directly or indirectly held by the issuer will be automatically extended for six months. In case of dividend distribution, share distribution, conversion of provident fund into share capital, allotment of shares, etc., the issue price will be adjusted accordingly according to the ex right and ex dividend situation.

3. When the total number of shares held by me as a director or manager of the company does not exceed 25% of the total number of shares held by the issuer after the expiration of half a year.

4. I will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

5. If I fail to fulfill the above commitments and cause losses to the issuer or other investors, I will be liable for compensation to the issuer or other investors according to law. “

(II) commitment of shareholders as directors, supervisors and senior managers of the company

Wan Linjun, director, deputy general manager and Secretary of the board of directors, and Wang Dongming, director of the company, promise:

“1. Within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by me before this offering, nor will the issuer repurchase such shares. 2. If the closing price of the issuer’s shares for 20 consecutive trading days is lower than the issuing price within six months after listing, or the closing price at the end of six months after listing If the price is lower than the issue price, the lock-in period of the issuer’s shares directly or indirectly held by me shall be automatically extended for six months. In case of dividend distribution, share distribution, conversion of provident fund into share capital, allotment of shares, etc., the issue price will be adjusted accordingly according to the ex right and ex dividend situation.

3. After the expiration of the lock-in period, when I am a director / Senior Manager of the issuer, the company’s shares transferred every year shall not exceed 25% of the total shares of the company held by me, and the shares of the issuer held by me shall not be transferred within half a year after my resignation.

4. I will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

5. If I fail to fulfill the above commitments and cause losses to the issuer or other investors, I will be liable for compensation to the issuer or other investors according to law. “

(III) commitments of other shareholders

The company’s shareholder Ruilian Jiaxin promises:

“1. Within 36 months from the date of listing of the issuer’s shares, the enterprise will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by the enterprise before this issuance, nor will the issuer repurchase such shares.

2. If the closing price of the issuer’s shares is lower than the offering price for 20 consecutive trading days within six months after the issuer’s listing, or the closing price at the end of six months after the listing is lower than the offering price, the lock-in period of the issuer’s shares directly or indirectly held by the enterprise will be automatically extended for six months. In case of dividend distribution, share distribution, conversion of provident fund into share capital, allotment of shares, etc., the issue price will be adjusted accordingly according to the ex right and ex dividend situation.

3. The company will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

4. If losses are caused to the issuer or other investors due to the failure of the enterprise to fulfill the above commitments, the enterprise will be liable for compensation to the issuer or other investors according to law. “

Liu Yanping, the shareholder of the company, promises:

“1. Within 36 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by me before this issuance, nor will the issuer repurchase such shares.

2. I will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

3. If I fail to fulfill the above commitments and cause losses to the issuer or other investors, I will be liable for compensation to the issuer or other investors according to law. “

The shareholders of the company, Huakong science and technology Ningbo, Huakong Hubei science and technology, Haicheng Junrong, yun’an Taixin, Jingdao Fucheng and Boyuan SIA, promise:

“1. Within 12 months from the date of listing of the issuer’s shares, the enterprise will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by the enterprise before this issuance, nor will the issuer repurchase such shares.

2. The company will strictly perform other obligations of share lock-in and reduction stipulated by relevant laws, regulations, rules, normative documents, China Securities Regulatory Commission and Shanghai Stock Exchange.

3. If losses are caused to the issuer or other investors due to the failure of the enterprise to fulfill the above commitments, the enterprise will be liable for compensation to the issuer or other investors according to law. ” 2、 Shareholding and reduction intention of shareholders holding more than 5% of shares before public offering and those acting in concert (I) reduction intention of controlling shareholders and actual controllers

Liu Suiyang, the controlling shareholder, actual controller, chairman and general manager of the company, promises:

“1. Intention to hold shares

As the controlling shareholder of the issuer, I will continue to be optimistic about the development prospects of the company and my industry in the future, and I am willing to hold the company’s shares for a long time. As the founder of the company, I believe that the public offering of shares is an important means of corporate financing, rather than short-term arbitrage speculation.

Therefore, I will hold the shares of the issuer more stably and for a long time.

2. Share reduction plan

If I intend to reduce the shares of the issuer after the expiration of the shareholding lock-in period, I will strictly abide by the company law, the securities law, the opinions of the CSRC on further promoting the reform of the new share issuance system, several provisions on the reduction of shares by shareholders, directors, supervisors and senior executives of listed companies, and the shareholders, directors, supervisors and senior executives of listed companies on Shanghai Stock Exchange

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