Securities code: Qingcloud Technologies Corp(688316) securities abbreviation: Qingcloud Technologies Corp(688316) Announcement No.: 2022003 Qingcloud Technologies Corp(688316)
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 note: the number of restricted shares listed and circulated this time is 23606707, accounting for 49.72% of the total share capital of Qingcloud Technologies Corp(688316) (hereinafter referred to as "the company" or " Qingcloud Technologies Corp(688316) "), and the restricted period is 12 months from the date of listing of the company's shares.
The listing and circulation date of restricted shares is March 16, 2022.
1、 Types of restricted shares listed this time
According to the reply on Approving the registration of Qingcloud Technologies Corp(688316) initial public offering shares (zjxk [2021] No. 351) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") on February 1, 2021, the company agrees to the registration application of initial public offering shares. The company issued 12 million RMB ordinary shares (A shares) to the public for the first time and was listed on the science and Innovation Board of Shanghai Stock Exchange on March 16, 2021. After the issuance, the total share capital was 47462175 shares, including 36627049 tradable shares with limited sales conditions and 10835126 tradable shares with unlimited sales conditions.
The restricted shares circulating in this listing are part of the restricted shares issued by the company in the initial public offering. The number of shareholders of restricted shares is 18, and the number of shares corresponding to this part of restricted shares is 23606707, accounting for 49.72% of the total share capital of the company. The lock period of restricted shares is 12 months from the date of listing of the company's shares. The current lock period is about to expire and will be listed and circulated from March 16, 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 of the initial public offering of the company, the company has not changed the number of share capital due to profit distribution and the conversion of accumulation fund.
3、 Relevant commitments of restricted shares circulating in this listing
According to the company's prospectus for 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 restricted shares held by them are as follows:
Commitment on share locking:
(I) Jiaxing LanChi Fanchang investment partnership (limited partnership) (hereinafter referred to as "Jiaxing LanChi"), Hengqin Zhaozheng Ruixin Investment Center (limited partnership) (hereinafter referred to as "Hengqin Zhaozheng"), Beijing Ronghui sunshine emerging industry investment management center (limited partnership) (hereinafter referred to as "Beijing Ronghui") Shandong Jifu venture capital partnership (limited partnership) (hereinafter referred to as "Shandong Jifu"), Suzhou Industrial Park butterfly Tianxiang Investment Center (limited partnership) (hereinafter referred to as "Suzhou Tianxiang"), Yang Tao, Zhongjin Jiatai phase II (Tianjin) equity investment fund partnership (limited partnership) (hereinafter referred to as "Zhongjin Jiatai") Oceanwide Dingyou (Tianjin) enterprise management partnership (limited partnership) (hereinafter referred to as "oceanwide Dingyou"), Tianjin LanChi Xinhe Investment Center (limited partnership) (hereinafter referred to as "Tianjin LanChi"), Shanghai chuangji Investment Center (limited partnership) (hereinafter referred to as "Shanghai chuangji") Shenzhen Zhaoyuan Qiushi investment partnership (limited partnership) (hereinafter referred to as "Shenzhen Zhaoyuan"), Wang Xiao, Foshan Jingxiang Huili equity investment partnership (limited partnership) (hereinafter referred to as "Foshan Jingxiang"), Shanghai Guangyi Investment Management Center (limited partnership) (hereinafter referred to as "Shanghai Guangyi") Beijing Shenghe Bainian enterprise management center (limited partnership) (hereinafter referred to as "Beijing Shenghe"), Ningbo Hongqi HaoChun venture capital center (limited partnership) (hereinafter referred to as "Ningbo HaoChun"), Beijing Guoke Ruihua strategic emerging industry investment fund (limited partnership) (hereinafter referred to as "Guoke Ruihua") Beijing guokezhengdao Investment Center (limited partnership) (hereinafter referred to as "guokezhengdao"), as the shareholder of the company, issued the following commitments:
"1. Within 12 months from the date of listing, the company will not transfer or entrust others to manage the company's shares directly and indirectly held by itself / the enterprise before listing, nor will the company repurchase such shares.
2. If the company law of the people's Republic of China, the securities law of the people's Republic of China, the China Securities Regulatory Commission and the Shanghai Stock Exchange have more stringent requirements on the locking of the company's shares held by the enterprise, the enterprise will implement the relevant requirements. "
Commitment on Shareholding and reduction intention:
(I) Jiaxing LanChi and Tianjin LanChi, as shareholders of the company, issued the following commitments:
"1. I / our company continue to be optimistic about the business prospects of the company, fully support the development of the company and plan to hold the company's shares for a long time.
2. I / the company will strictly implement the relevant share restrictions in accordance with the relevant laws, regulations and normative documents issued by the relevant regulatory authorities and the relevant commitments issued by me / the company on the shareholding lock-in. During the lock-in period of the company's shares held by me / the company, I / the company will not conduct any share reduction in violation of relevant regulations and share locking commitments.
3. Within two years after the expiration of the share lock up period, if I / the enterprise determines to reduce the shares of the company according to law, the specific reduction arrangements are as follows:
(1) Conditions for reduction: the share price of the company is not lower than the audited net assets per share of the company in the latest period, and the company operates normally, and the reduction of the company's shares does not cause significant interference to the secondary market price;
(2) Number of shares reduced: the number of shares reduced shall not exceed 100% of the number of shares of the company held by me / the enterprise before the company is listed;
(3) Reduction price: the reduction price shall not be lower than the issue price;
(4) Reduction method: if I / the enterprise intends to reduce the company's shares through centralized bidding trading, I / it will announce the reduction plan 15 trading days before the first sale of shares, and announce the specific reduction within 2 trading days after the implementation of the share reduction plan or the expiration of the disclosed reduction time interval; If I / the enterprise intends to reduce the shares of the company by other means, I / it will announce the reduction plan three trading days in advance.
(5) Reduction period: the period of share reduction is within six months after the announcement of the reduction plan. After the expiration of the reduction period, if you plan to continue to reduce shares, you need to perform the reduction announcement again in accordance with the above arrangements. During the period from the listing of the company's shares to the reduction of my / our company's holdings, if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment, etc., the issue price and the number of shares will be adjusted accordingly.
4. In case of any increase or decrease of my / our company's shares according to law in the future, I / our company will strictly comply with the company law of the people's Republic of China, the securities law of the people's Republic of China and several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies The relevant laws, regulations and normative documents issued by the relevant regulatory authorities, such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange, shall carry out the corresponding increase or reduction of shares, and timely fulfill the relevant information disclosure obligations.
5. If I / the company fails to fulfill the above commitment on the intention of share reduction, the income from the reduction of the company's shares shall belong to the company. I / the company will publicly explain the specific reasons for the failure to fulfill the commitment on the disclosure media designated by the general meeting of shareholders and relevant regulatory authorities, and apologize to the company's shareholders and public investors, And voluntarily accept the regulatory measures or penalties given by the relevant regulatory authorities in accordance with the relevant provisions. "
(II) as a shareholder of the company, Hengqin Zhaozheng issued the following commitments:
"As a shareholder of Qingcloud Technologies Corp(688316) (hereinafter referred to as" the company "), in view of the company's plan to issue shares to the public for the first time and be listed on the science and innovation board, I / the company hereby undertake as follows:
1. I / the company continues to be optimistic about the business prospects of the company, fully supports the development of the company and plans to hold the company's shares for a long time.
2. I / the enterprise will strictly comply with the relevant laws, regulations and normative documents issued by the relevant regulatory authorities
Regulations and the relevant commitments issued by me / the enterprise on the shareholding lock-in shall implement the relevant share restrictions. During the lock-in period of the company's shares held by me / the enterprise, I / the enterprise will not carry out any share reduction in violation of the relevant regulations and the share lock-in commitment.
3. Within two years after the expiration of the share lock up period, if I / the enterprise determines to reduce the shares of the company according to law, the specific reduction arrangements are as follows:
(1) Conditions for reduction: the share price of the company is not lower than the audited net assets per share of the company in the latest period, and the company operates normally, and the reduction of the company's shares does not cause significant interference to the secondary market price;
(2) Number of shares reduced: the number of shares reduced each year shall not exceed 100% of the number of shares of the company held by me / the enterprise before the company is listed;
(3) Reduction price: the reduction price shall not be lower than the issue price;
(4) Reduction method: if I / the enterprise intends to reduce the company's shares through centralized bidding trading, I / it will announce the reduction plan 15 trading days before the first sale of shares, and announce the specific reduction within 2 trading days after the implementation of the share reduction plan or the expiration of the disclosed reduction time interval; If I / the enterprise intends to reduce the shares of the company by other means, I / it will announce the reduction plan three trading days in advance.
(5) Reduction period: the period of share reduction is within six months after the announcement of the reduction plan. After the expiration of the reduction period, if you plan to continue to reduce shares, you need to perform the reduction announcement again in accordance with the above arrangements. During the period from the listing of the company's shares to the reduction of my / our company's holdings, if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment, etc., the issue price and the number of shares will be adjusted accordingly.
4. In case of any increase or decrease of my / our company's shares according to law in the future, I / our company will strictly comply with the company law of the people's Republic of China, the securities law of the people's Republic of China and several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies The relevant laws, regulations and normative documents issued by the relevant regulatory authorities, such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange, shall carry out the corresponding increase or reduction of shares, and timely fulfill the relevant information disclosure obligations.
5. If I / the company fails to fulfill the above commitment on the intention of share reduction, the income from the reduction of the company's shares shall belong to the company. I / the company will publicly explain the specific reasons for the failure to fulfill the commitment on the disclosure media designated by the general meeting of shareholders and relevant regulatory authorities, and apologize to the company's shareholders and public investors, And voluntarily accept the regulatory measures or penalties given by the relevant regulatory authorities in accordance with the relevant provisions. "
(III) Shandong Jifu, as the shareholder of the company, issued the following commitments:
"1. The company continues to be optimistic about the business prospects of the company, fully supports the development of the company and plans to hold the company's shares for a long time.
2. The company will strictly implement the relevant share restrictions in accordance with the relevant laws, regulations and normative documents issued by the relevant regulatory authorities and the relevant commitments issued by the company on the shareholding lock-in. During the lock-in period of the company's shares held by the company, the company will not carry out any share reduction in violation of the relevant regulations and share lock-in commitments.
3. Within two years after the expiration of the share lock up period, if the enterprise determines to reduce its shares according to law, the specific reduction arrangements are as follows:
(1) Conditions for reduction: the share price of the company is not lower than the audited net assets per share of the company in the latest period, and the company operates normally, and the reduction of the company's shares does not cause significant interference to the secondary market price;
(2) Number of shares reduced: the number of shares reduced each year shall not exceed 50% of the number of shares held by the enterprise before the company is listed;
(3) Reduction price: the reduction price shall not be lower than the issue price;
(4) Reduction method: when the shareholding ratio of the enterprise in the company is not less than 5%, if the enterprise plans to reduce its shares through centralized bidding transaction, it will announce the reduction plan 15 trading days before the first sale of shares, and announce the specific reduction within 2 trading days after the implementation of the share reduction plan or the expiration of the disclosed reduction time interval, If the company intends to reduce its shares by other means, it will announce the reduction plan three trading days in advance.
(5) Reduction period: when the shareholding ratio of the enterprise in the company is not less than 5%, the period of share reduction is within six months after the announcement of the reduction plan. After the expiration of the reduction period, if it plans to continue to reduce its shares, it is necessary to fulfill the reduction announcement again in accordance with the above arrangements. During the period from the listing of the company's shares to the reduction of the company's holdings, if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and allotment of shares, the issue price and the number of shares will be adjusted accordingly.
4. In case of any increase or decrease of the company's shares according to law in the future, the company will strictly comply with the company law of the people's Republic of China, the securities law of the people's Republic of China and several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies The relevant laws, regulations and normative documents issued by the relevant regulatory authorities, such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange, shall carry out the corresponding increase or reduction of shares, and timely fulfill the relevant information disclosure obligations.
5. If the enterprise fails to fulfill the above commitment on the intention of share reduction, the income from the reduction of the company's shares shall belong to the company. The enterprise will publicly explain the specific reasons for the failure to fulfill the commitment on the disclosure media designated by the general meeting of shareholders and relevant regulatory authorities, and apologize to the company's shareholders and public investors, And voluntarily accept the regulatory measures or penalties given by the relevant regulatory authorities in accordance with the relevant provisions. "
(IV) as a shareholder of the company, Yang Tao issued the following commitments:
"1. I continue to be optimistic about the business prospects of the company, fully support the development of the company and intend to hold the company's shares for a long time. 2. I will implement the relevant share restrictions in strict accordance with the relevant laws, regulations and normative documents issued by the relevant regulatory authorities and the relevant commitments issued by me on the shareholding lock-in. During the lock-in period of my shares in the company, I will not It will carry out any share reduction in violation of relevant regulations and share locking commitments.
3. Within two years after the expiration of the share lock up period, if I decide to reduce the shares of the company according to law, the specific reduction arrangements are as follows:
(1) Conditions for reduction: the share price of the company is not lower than the audited net assets per share of the company in the latest period, and the company operates normally, and the reduction of the company's shares does not cause significant interference to the secondary market price;
(2) Reduction
