China Industrial Securities Co.Ltd(601377)
About Jiangsu Bide Science And Technology Co.Ltd(605298)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) ” or “sponsor”) as a sponsor of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as ” Jiangsu Bide Science And Technology Co.Ltd(605298) prevention” or “company”) for initial public offering and listing of shares, in accordance with the measures for the administration of securities issuance and listing sponsor business and the stock listing rules of Shanghai Stock Exchange In accordance with the requirements of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, the lifting of the ban on the listing and circulation of some restricted shares in Jiangsu Bide Science And Technology Co.Ltd(605298) initial public offering has been verified. The verification results and verification opinions are hereby published as follows:
1、 Types of restricted shares listed this time
According to the reply on approving Jiangsu Bide Science And Technology Co.Ltd(605298) initial public offering of shares (zjxk [2021] No. 24) issued by China Securities Regulatory Commission, the company issued 27 million RMB common shares (A shares) for the first time and was listed on Shanghai Stock Exchange on March 1, 2021.
After the initial public offering, the total common share capital of the company is 108 million shares, including 81 million tradable shares with limited sales conditions, accounting for 75% of the total share capital of the company. The restricted shares listed and circulated this time are the restricted shares of the company’s initial public offering held by the shareholder Jiangyin Liancheng investment enterprise (limited partnership). The restricted period is 12 months from the date of listing of the company’s shares, with a total of 6 million shares, accounting for 5.56% of the company’s current total share capital. They will be listed and circulated from March 4, 2022.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
The restricted shares listed and circulated this time are part of the restricted shares issued in the initial public offering. Since the formation of the restricted shares issued in the initial public offering of the company, the company has not changed the number of share capital due to profit distribution and conversion of accumulation fund.
3、 Relevant commitments on the listing and circulation of restricted shares
According to the company’s prospectus for initial public offering of shares, the shareholders who lifted the restrictions and applied for listing issued the following commitments on the locking of their shares:
1. Within one year from the date when the shares issued by Jiangsu Bide Science And Technology Co.Ltd(605298) this time are listed on the stock exchange, the unit will not transfer or entrust others to manage the Jiangsu Bide Science And Technology Co.Ltd(605298) shares held by the unit, nor will Jiangsu Bide Science And Technology Co.Ltd(605298) repurchase the Jiangsu Bide Science And Technology Co.Ltd(605298) shares held by the unit.
2. Whenever the unit intends to reduce its shares in Jiangsu Bide Science And Technology Co.Ltd(605298) at any time, it will notify Jiangsu Bide Science And Technology Co.Ltd(605298) three trading days in advance and make an announcement through Jiangsu Bide Science And Technology Co.Ltd(605298) and will not reduce its shares before fulfilling the announcement procedures. In case of ex rights and ex interests due to the distribution of cash dividends, shares, conversion of share capital and other reasons, the above share price and number of shares shall be adjusted accordingly according to the regulations.
3. The unit will lock up and reduce its shares in accordance with the provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies (CSRC announcement [2017] No. 9) and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange; If there are other provisions in laws, regulations and relevant rules of CSRC and Shanghai Stock Exchange, such provisions shall prevail.
4. The company 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. If Jiangsu Bide Science And Technology Co.Ltd(605298) shares held by Jiangsu Bide Science And Technology Co.Ltd(605298) are illegally reduced in violation of relevant share locking commitments, the proceeds obtained from the reduction of shares shall belong to Jiangsu Bide Science And Technology Co.Ltd(605298) and voluntarily accept the punishment specified in the normative documents in force at that time by the CSRC and Shanghai Stock Exchange; If losses are caused to Jiangsu Bide Science And Technology Co.Ltd(605298) and other investors due to failure to fulfill the commitment on locking shares, the unit will be liable for compensation to Jiangsu Bide Science And Technology Co.Ltd(605298) or other investors according to law.
In addition to the above commitments, the shareholders or subjects of restricted shares applying for listing have no other special commitments.
As of the date of issuance of this verification opinion, the shareholders or subjects of restricted shares applying for listing have strictly fulfilled the corresponding commitments, and there is no situation that the non performance of relevant commitments affects the listing and circulation of restricted shares.
4、 Listing and circulation of restricted shares
The number of restricted shares listed and circulated this time is 6 million shares;
The listing and circulation date of restricted shares is March 4, 2022;
Detailed list of listing and circulation of initial restricted shares
Number of shares held by the listed company limited number of shares held by the listed company limited number of shares
Jiangyin Liancheng investment
1 enterprise (limited amount: 60 Shenzhen Fountain Corporation(000005) .56% Shanghai Pudong Development Bank Co.Ltd(600000) 0)
(partner)
Total 6 Shenzhen Fountain Corporation(000005) %
5、 Statement of changes in share capital structure
Unit: shares
Category changes before and after the listing
Article 1. Shanghai Pudong Development Bank Co.Ltd(600000) 0 – Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares held by other domestic legal persons
Circulation copies of pieces
Shares 2. Shares held by domestic natural persons 7500 Shenzhen Quanxinhao Co.Ltd(000007) 5000000
Total outstanding shares with limited sales conditions: 81000000 – 60 Shenzhen Quanxinhao Co.Ltd(000007) 5000000
Unlimited sale of A-Shares 270 Shenzhen Zhenye(Group)Co.Ltd(000006) 00000033000000
Total of outstanding shares with unlimited sales conditions: 270 Shenzhen Zhenye(Group)Co.Ltd(000006) 00000033000000 shares
Total shares 10800 Ping An Bank Co.Ltd(000001) 08000000
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Jiangsu Bide Science And Technology Co.Ltd(605298) the number and listing and circulation time of the shares applied for lifting the restriction comply with the relevant laws and rules such as the company law, the securities law, the stock listing rules of Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies of Shanghai stock exchange No. 11 – continuous supervision, as well as the commitments made by relevant shareholders; As of the date of issuance of this verification opinion, the information disclosure related to the restricted shares of the company is true, accurate and complete.
The recommendation institution has no objection to Jiangsu Bide Science And Technology Co.Ltd(605298) the lifting of the ban on the listing and circulation of restricted shares.
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