Comfort Medical China Co., Ltd
(room 606b, 118 Xinling Road, China (Shanghai) pilot Free Trade Zone)
Letter of intent for initial public offering
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Huangpu District, Shanghai)
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
Number of shares issued: 99.5132 million shares
Par value per share: RMB 1.00
Issue price per share: [] yuan / share
Expected issue date: January 10, 2022
Stock exchange to be listed: Shanghai Stock Exchange
Total share capital after issuance: 398052633 shares
1. The controlling shareholder Hefu Hong Kong and the indirect controlling shareholder Hefu holdings promise:
(1) From the date of issuance of this letter of commitment to the thirty-six months after the listing of the issuer's shares, the enterprise and the persons acting in concert will not transfer or entrust others to manage the issuer's issued shares directly or indirectly held by the enterprise before the listing of this offering, nor propose that the issuer repurchase some of the shares.
(2) Within six months after the listing of the issuer, if the closing price of the issuer's shares for 20 consecutive trading days is lower than the offering price, 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 held by the enterprise shall be automatically extended for six months on the basis of the above lock-in period. The above-mentioned closing price shall be adjusted accordingly taking into account factors such as ex rights and ex interests.
2. Jingzhou Huikang, the shareholder holding more than 5% of the issuer, promises:
From the date of issuance of this letter of commitment to the end of 12 months after the listing of the issuer's shares, the issuer shall not transfer or entrust others to manage the shares held by the enterprise that have been issued before the listing of the issuer, nor shall the issuer repurchase such shares.
3. The issuer's shareholders Cheng partnership, guan'ang partnership, member Italy partnership, member Yu partnership, Cheng Wen, Liu Diankui, who confirmed the circulation restrictions of shareholders' holdings before the issuance, Huajin Co., Ltd., Jiaxing Haitong, Lianfang Co., Ltd., Cathay Pacific venture, Shanghai Qingfen, and shareholders' voluntary locking of shares held by Tian, China Resources Investment, Qirui investment, Xingyuan international, Lu qunyong, Ding Jinsuo and Xu Qi Zhang Yidan, Li Hui, Jia Yanni, Xia Yaowu, Han Yamin, Wei lino: Hua, Ye Ping, Mao Xiaofeng, Li Xueyong, Feng Qiying, Lu Tingting, Shi Junfei, Tang Qi, Wu Yueming, Jin Xuecui, Cui Tao promise:
From the date of issuance of this letter of commitment to the end of 12 months after the listing of the issuer's shares, the issuer will not transfer or entrust others to manage the issued shares of the issuer held by the enterprise / myself before the listing of this offering, nor will the issuer repurchase this part of shares.
4. Directors / senior managers of the issuer: Li Dun, Wang qiongzhi, Zeng guankai, Stanley Yichang, Zhou Lulu, CHEN Ye, Wang Fenghua, Yang Shengrong, Du Jiahai Zhang Chen promises that: (1) within 12 months from the date when the issuer's shares are listed and traded in the stock exchange, I will not transfer or entrust others to manage the issuer's shares directly or indirectly held before this issuance (including shares derived from this part of shares, such as bonus shares, capital reserve conversion, etc., the same below), nor will the issuer repurchase this part of shares.
(2) If the issuer'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 (the issue price refers to the issue price at the time of the issuer's initial public offering of shares. If the issuer carries out ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons after listing, the ex rights and ex interests shall be handled in accordance with the relevant provisions of Shanghai Stock Exchange, the same below); if the shares of the joint stock company are received for 20 consecutive trading days within six months after the issuer's listing The offer price is lower than the issue price, or six months after listing
If the final closing price is lower than the issue price, the lock up period of the shares directly or indirectly held by me shall be automatically extended for six months.
(3) In lock-in period (including the extended lock up period) during the term of office after the expiration of the term, the shares transferred each year shall not exceed 25% of the total number of shares of the issuer directly or indirectly held by me, and I will not buy the shares of the issuer within six months after the sale, and I will not sell the shares of the issuer within six months after the purchase; I will not transfer the shares of the issuer directly or indirectly held by me within six months after my resignation.
5. Shen qunxiang, Chen Yan and Yang Xiaojun, supervisors of the issuer, promise:
(1) Within 12 months from the date when the issuer's shares are listed and traded on the stock exchange, I will not transfer or entrust others to manage the shares of the joint stock company directly or indirectly held before this issuance (including shares derived from this part of shares, such as bonus shares, capital reserve conversion, etc., the same below), nor will the issuer repurchase this part of shares.
(2) In lock-in period (including the extended lock up period) during the term of office after the expiration of the term, the shares transferred each year shall not exceed 25% of the total number of shares of the issuer directly or indirectly held by me, and I will not buy the shares of the issuer within six months after the sale, and I will not sell the shares of the issuer within six months after the purchase; I will not transfer the shares of the issuer directly or indirectly held by me within six months after my resignation.
Sponsor (lead underwriter Haitong Securities Company Limited(600837)
Supplier):
Signing date of prospectus: December 30, 2021
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 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 stockbroker, lawyer, accountant or other professional consultants.
Tips on major events
1、 Share restriction arrangement and voluntary lock-in commitment (I) commitment of controlling shareholder Hefu Hong Kong and indirect controlling shareholder Hefu holding
(1) From the date of issuance of this letter of commitment to the thirty-six months after the listing of the issuer's shares, the enterprise and the persons acting in concert will not transfer or entrust others to manage the issuer's issued shares directly or indirectly held by the enterprise before the listing of this offering, nor propose that the issuer repurchase this part of the shares.
(2) Within six months after the listing of the issuer, if the closing price of the issuer's shares for 20 consecutive trading days is lower than the offering price, 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 held by the enterprise shall be automatically extended for six months on the basis of the above lock-in period. The above-mentioned closing price shall be adjusted accordingly taking into account factors such as ex rights and ex interests. （2） Jingzhou Huikang, the shareholder holding more than 5% of the issuer, promised
From the date of issuance of this letter of commitment to the end of 12 months after the listing of the issuer's shares, the issuer shall not transfer or entrust others to manage the shares held by the enterprise that have been issued before the listing of the issuer, nor shall the issuer repurchase such shares. （3） The issuer's shareholders are Cheng partnership, guan'ang partnership, member Italy partnership, member Yu partnership, real capital Co., Ltd., Huajin Co., Ltd., Jiaxing Haitong, Lianfang Co., Ltd., Cathay Pacific venture, Shanghai Qingtian, China Resources Investment, Qirui investment, Xingyuan international, Lu qunyong, Ding Jinsuo, Xu Qiwen, Liu Diankui, Zhang Yidan, Li Hui, Jia Yanni, Xia Yaowu, Han Yamin, Wei Lihua, Ye Ping and Mao Xiaofeng, Li Xueyong, Feng Qiying, Lu Tingting, Shi Junfei, Tang Qi, Wu Yueming, Jin Xuecui, Cui Tao promise
From the date of issuance of this letter of commitment to the end of 12 months after the listing of the issuer's shares, the issuer will not transfer or entrust others to manage the issued shares of the issuer held by the enterprise / myself before the listing of this offering, nor will the issuer repurchase this part of shares.
（4） The directors and senior managers indirectly holding shares of the company, Li Dun, Wang qiongzhi, Zeng guankai, Stanley Yi Chang, Zhou Lulu, CHEN Ye, Wang Fenghua, Yang Shengrong, Du Jiahai and Zhang Chen, made a commitment
(1) Within 12 months from the date when the issuer's shares are listed and traded on the stock exchange, I will not transfer or entrust others to manage the issuer's shares directly or indirectly held before this issuance (including shares derived from this part of shares, such as bonus shares, capital reserve conversion, etc., the same below), nor will the issuer repurchase this part of shares.
(2) If the issuer'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 (the issue price refers to the issue price at the time of the issuer's initial public offering of shares. If the issuer carries out ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons after listing, the ex rights and ex interests shall be handled in accordance with the relevant provisions of Shanghai Stock Exchange, the same below); if the shares of the joint stock company are received for 20 consecutive trading days within six months after the issuer's listing If the offer price is lower than the issue price, or the closing price at the end of six months after listing is lower than the issue price, the lock-in period of the shares directly or indirectly held by me shall be automatically extended for six months.
(3) In lock-in period (including the extended lock up period) during the term of office after the expiration of the term, the shares transferred each year shall not exceed 25% of the total number of shares of the issuer directly or indirectly held by me, and I will not buy the shares of the issuer within six months after the sale, and I will not sell the shares of the issuer within six months after the purchase; I will not transfer the shares of the issuer directly or indirectly held by me within six months after my resignation. （5） Shen qunxiang, Chen Yan and Yang Xiaojun, supervisors indirectly holding shares of the company, promised
(1) Within 12 months from the date when the issuer's shares are listed and traded on the stock exchange, I will not transfer or entrust others to manage the shares of the joint stock company directly or indirectly held before this issuance (including shares derived from this part of shares, such as bonus shares, capital reserve conversion, etc., the same below), nor will the issuer repurchase this part of shares.
(2) In lock-in period (including the extended lock up period) during the term of office after the expiration of the term, the shares transferred each year shall not exceed 25% of the total number of shares of the issuer directly or indirectly held by me, and I will not buy the shares of the issuer within six months after the sale, and I will not sell the shares of the issuer within six months after the purchase; I will not transfer the shares of the issuer directly or indirectly held by me within six months after my resignation. 2 Commitment to stabilizing share price
In order to maintain the stability of the issuer's share price after listing and protect the interests of investors, especially small and medium-sized investors, within 36 months after listing, If the closing price of the issuer's shares for 20 consecutive trading days is lower than the issuer's unaudited net assets per share in the latest period (if the closing price of the above shares is not comparable to the unaudited net assets per share of the issuer in the latest period due to ex rights and ex dividend and other matters, the closing price of the above shares shall be adjusted accordingly, the same below). On the premise of not violating securities laws and regulations and not causing the issuer's equity structure to fail to meet the listing conditions, the issuer and the controlling shareholder Hefu of the issuer (Hong Kong) Holdings Limited, indirect controlling shareholder Hefu holdings and the directors (excluding independent directors, the same below) and senior managers of the issuer will take all or part of the following measures to stabilize the issuer's stock price in accordance with the stock price stabilization plan: (I) specific conditions for starting the stock price stabilization measures
When the issuer's shares are closed for 20 consecutive trading days
