Citic Securities Company Limited(600030) about Sichuan Jinshi Technology Co.Ltd(002951)
Verification opinions on the lifting of restrictions on sale and listing and circulation of restricted shares
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as the sponsor of initial public offering of Sichuan Jinshi Technology Co.Ltd(002951) (hereinafter referred to as ” Sichuan Jinshi Technology Co.Ltd(002951) ” or “the company”), in accordance with the measures for the administration of securities issuance and listing recommendation business of China Securities Regulatory Commission, the stock listing rules of Shenzhen Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents, such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the company has carefully verified the release and listing of restricted shares related to the initial public offering of shares, The verification opinions are as follows:
1、 Overview of shares issued before IPO
With the approval of the reply on approving Sichuan Jinshi Technology Co.Ltd(002951) initial public offering (zjxk [2019] No. 247) of China Securities Regulatory Commission and the notice on the listing of Sichuan Jinshi Technology Co.Ltd(002951) RMB common shares (SZS [2019] No. 112) of Shenzhen Stock Exchange, The company’s initial public offering of 45000000 RMB ordinary shares (A shares) has been listed and traded since March 15, 2019. Before the public offering, the total share capital of the company was 3 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares, and after the issuance, the total share capital of the company was 405000000 shares, of which 3 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares were restricted before the initial offering.
On April 27, 2020, 26666666 restricted shares were lifted and listed for circulation before the initial public offering.
From the date of listing to the date of issuance of this verification opinion, there has been no change in the company’s shares caused by the issuance of additional shares, repurchase and cancellation, distribution of stock dividends or conversion of capital reserve into share capital, and the total share capital of the company has not changed.
As of the date of issuance of this verification opinion, the number of shares issued before the initial public offering that have not been lifted is 333333334, accounting for 82.30% of the total share capital.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
The shareholder applying for lifting the share restriction this time is Caishi Group Co., Ltd. (hereinafter referred to as “Caishi group”)
(I) commitments made by shareholders in the above listed company’s announcement
1. Commitment on restrictions on share circulation and voluntary lock-in
Caishi group, the controlling shareholder of the company, and Qian haicaishi, the shareholder holding more than 5% of the company’s shares, promise: (1) after the issuer’s initial public offering is approved by the China Securities Regulatory Commission, within 36 months from the date of listing of the issuer’s shares, The enterprise shall not transfer or entrust others to manage the shares directly or indirectly held by the enterprise that have been issued before the issuer’s initial public offering, nor shall the issuer repurchase such shares. (2) If the enterprise reduces its holdings of the issuer’s shares within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuing price at the time of the issuer’s initial public offering of shares. If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment, etc., the issue price will be adjusted accordingly. (3) If the closing price of the company’s shares is lower than the IPO price for 20 consecutive trading days within 6 months after the listing of the company’s shares, or the closing price is lower than the IPO price at the end of 6 months after the listing (September 16, 2019), the lock-in period of the company’s shares held by the enterprise will be automatically extended for 6 months on the basis of the original lock-in period; If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment, etc., the issue price will be adjusted accordingly.
2. Commitment on reduction intention
Caishi group, the controlling shareholder of the company, and Qianhai Caishi, the shareholder holding more than 5% of the company’s shares, promise that the enterprise will continue to be optimistic about the development prospect of the company and is willing to hold the company’s shares for a long time. If the company intends to reduce its shares after the expiration of the lock-in period, it will strictly abide by the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on shareholder reduction, and carefully formulate the stock reduction plan in combination with the needs of the company to stabilize the stock price. The specific arrangements for the reduction of shares held by the enterprise within two years from the date of expiration of the lock-up period are as follows: (1) reduction price: the reduction price will not be lower than the issuance price of the issuer’s initial public offering of shares (if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, allotment of shares, the issuance price will be adjusted accordingly); (2) Reduction method: the company’s shares will be reduced through the bidding trading system of Shenzhen Stock Exchange, block trading platform or other transfer methods allowed by Shenzhen Stock Exchange; (3) Information disclosure: if the shares held are reduced within two years after the expiration of the lock-in period, the issuer will be notified five trading days in advance, and the issuer will make an announcement three trading days before the reduction; (4) The enterprise will comply with the provisions of the China Securities Regulatory Commission on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shenzhen Stock Exchange, and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange. If relevant laws, administrative regulations, China Securities Regulatory Commission and Shenzhen Stock Exchange have other requirements on the transfer and reduction of the company’s shares directly or indirectly held by the enterprise, the enterprise will implement the relevant requirements.
3. Commitment to stabilize the company’s share price within three years after listing
Within three years from the date of listing of the company’s shares, When the closing price of the company’s share price for 20 consecutive trading days (except the trading day on which the trading of the company’s shares is suspended for the whole day, the same below) (if ex rights and ex interests are carried out due to the distribution of cash dividends, shares, conversion of share capital, issuance of new shares and other reasons, the right shall be restored in accordance with the relevant provisions of Shenzhen Stock Exchange, the same below) is lower than the company’s audited net assets per share in the latest period, The controlling shareholder Caishi group will implement specific measures to stabilize the stock price without affecting the listing conditions of the company in accordance with laws, regulations and the articles of association.
When one of the following conditions is met, the controlling shareholder Caishi group will stabilize the stock price by increasing its shareholding in the company: (1) the company’s share repurchase proposal has not been deliberated and approved by the board of directors or the general meeting of shareholders, or the company violates relevant laws and regulations, relevant provisions of the CSRC and other normative documents binding on the company due to the company’s performance of its share repurchase obligation, Or the company’s equity distribution no longer meets the listing conditions, or the company fails to fulfill the obligation of share repurchase due to other reasons; (2) The company has taken measures to stabilize the stock price and still meets the conditions for triggering the measures to stabilize the stock price after the implementation.
For the purpose of stabilizing the stock price, the controlling shareholder Caishi group shall not only meet the requirements of the measures for the administration of the acquisition of listed companies and other relevant laws and regulations, but also meet the following requirements: (1) the price of the increased shares of the company shall not be higher than the audited net assets per share of the company in the latest period; (2) The amount of capital used for increasing shares in a single time shall not be less than 10 million yuan; (3) The number of shares increased in a single time shall not exceed 2% of the total share capital of the company.
The following procedures shall be followed for the increase of shares held by the controlling shareholders: (1) the board of directors of the company shall make an announcement of the increase plan within 10 trading days from the date when the starting conditions for the increase of shares held by the controlling shareholders are triggered; (2) The controlling shareholders shall start to increase their holdings within 10 trading days from the date of making the announcement of the increase plan.
4. The commitment that the company’s measures to fill the immediate return can be effectively fulfilled
The controlling shareholder of the company, Caishi group, according to the relevant provisions of the China Securities Regulatory Commission, makes the following commitments on the practical implementation of the filling return measures: the enterprise / myself will not interfere with the operation and management activities of the company beyond their authority and will not encroach on the interests of the company.
5. Commitment to avoid horizontal competition
Caishi group, the controlling shareholder of the company, and Qian haicaishi, the shareholder holding more than 5% of the company’s shares, promise that from the date when the enterprise is registered as Sichuan Jinshi Technology Co.Ltd(002951) shareholder to the date of this issuance and listing, the enterprise and other enterprises (if any) controlled by the enterprise do not directly or indirectly operate production and operation or similar businesses that compete or potentially compete with Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries.
With regard to avoiding horizontal competition in the future, the company further promises that after the completion of this offering and listing, the company and other enterprises controlled by the company will not directly or indirectly engage in any production and operation that constitutes horizontal competition or potential horizontal competition with the main business of Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries; If during the above-mentioned period, the business opportunities obtained by the enterprise or other enterprises controlled by the enterprise compete or may compete with the main business of Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries, the enterprise will immediately notify Sichuan Jinshi Technology Co.Ltd(002951) , and try its best to give the business opportunities to Sichuan Jinshi Technology Co.Ltd(002951) or its subsidiaries, And to avoid competition with the company and its subordinates.
In case of violation of the above commitments, Sichuan Jinshi Technology Co.Ltd(002951) has the right to require the enterprise to fulfill the above commitments and compensate all losses caused to Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries and Sichuan Jinshi Technology Co.Ltd(002951) other shareholders; The benefits obtained due to the violation of the above commitments belong to Sichuan Jinshi Technology Co.Ltd(002951) all.
6. Commitment on reducing and regulating related party transactions
Caishi group, the controlling shareholder of the company, and qianhaicaishi, the shareholder holding more than 5% of the shares of the company, promise that after the completion of this issuance and listing, the enterprise and other enterprises controlled by the enterprise will avoid and reduce related party transactions with Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries as much as possible. For related party transactions that cannot be avoided or exist for reasonable reasons, The enterprise and other enterprises controlled by the enterprise will sign agreements with Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries in accordance with the principles of fairness, fairness, equal value and compensation, perform legal procedures, and perform relevant internal decision-making approval procedures and timely information disclosure obligations in accordance with relevant laws, regulations, other normative documents and Sichuan Jinshi Technology Co.Ltd(002951) articles of association, We promise not to conduct transactions with Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries on conditions that are obviously unfair compared with the market price, and we promise not to illegally transfer the funds and profits of Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries by using related party transactions, nor do we use such transactions to engage in any behavior that damages the legitimate rights and interests of Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries and Sichuan Jinshi Technology Co.Ltd(002951) other shareholders. In case of violating the above commitments and damaging the legitimate rights and interests of Sichuan Jinshi Technology Co.Ltd(002951) and its subsidiaries and Sichuan Jinshi Technology Co.Ltd(002951) other shareholders, the enterprise will compensate the relevant subjects for the losses caused by the above-mentioned acts.
(II) commitments made by the above shareholders in the company’s prospectus
The commitments made by the shareholders applying for lifting the restrictions on the sale of shares in the prospectus are consistent with those made in the listing announcement.
(III) performance of commitments
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 above share locking commitments, and there is no violation of the commitments.
(IV) there is no violation of the company’s application for the release of the company’s restricted funds.
3、 The listing and circulation arrangement of restricted shares is lifted this time
(I) listing and circulation date of the shares subject to the lifting of restrictions: Tuesday, March 15, 2022
(II) the number of restricted shares lifted this time is 333333334, accounting for 82.30% of the total share capital of the company. (III) there are 2 Shareholders applying for lifting the restrictions on the sale of shares.
(IV) details of the lifting of restrictions on the sale of shares and the listing and circulation of shares:
Unit: shares
Remarks on the total number of restricted shares held by sequential shareholders and the number of restricted shares lifted this time
number
1 Caishi Group Co., Ltd 26666672666667
Shenzhen Qianhai Caishi Investment Management Co., Ltd
Total 333334333334
(V) after the above shareholders’ shares are released from the restriction on sale and listed for circulation, the company will continue to pay attention to the reduction of shares held by relevant shareholders, urge relevant shareholders to strictly abide by the provisions of relevant laws, regulations and normative documents and relevant commitments made, and timely fulfill the obligation of information disclosure.
4、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the number of restricted shares lifted and the time of listing and circulation of the company’s restricted shares are in line with the administrative measures for the recommendation business of securities issuance and listing, the stock listing rules of Shenzhen Stock Exchange, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board According to the requirements of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the shareholders holding this part of shares have strictly fulfilled relevant commitments, and the company’s information disclosure of relevant contents is true, accurate and complete. The recommendation institution has no objection to the lifting of the listing and circulation of Sichuan Jinshi Technology Co.Ltd(002951) restricted shares.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) opinions on the verification of Sichuan Jinshi Technology Co.Ltd(002951) restricted shares lifting restrictions and listing and circulation) sponsor representative:
Liang Yong, Niu Zhensong
Citic Securities Company Limited(600030) March 9, 2022
