Sinolink Securities Co.Ltd(600109)
About Hangzhou Xili Intelligent Technology Co.Ltd(688616)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) as a sponsor of Hangzhou Xili Intelligent Technology Co.Ltd(688616) (hereinafter referred to as ” Hangzhou Xili Intelligent Technology Co.Ltd(688616) ” or “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant provisions, prudent verification has been conducted on the listing and circulation of some restricted shares in Hangzhou Xili Intelligent Technology Co.Ltd(688616) initial public offering. The verification results and opinions are as follows:
1、 Types of restricted shares traded in this listing
According to the reply on Approving the registration of Hangzhou Xili Intelligent Technology Co.Ltd(688616) initial public offering issued by China Securities Regulatory Commission (zjxk [2021] No. 492), Hangzhou Xili Intelligent Technology Co.Ltd(688616) was approved to issue 37500000 ordinary shares in RMB to the public and was listed on the science and Innovation Board of Shanghai Stock Exchange on March 18, 2021. After the completion of the company’s initial public offering of shares, the total share capital of the company is 150000000 shares, including 34118656 tradable shares with unlimited sales conditions and 115881344 tradable shares with limited sales conditions. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 12, 2021 Announcement on the results of Hangzhou Xili Intelligent Technology Co.Ltd(688616) initial public offering and listing on the science and Innovation Board disclosed.
The restricted shares circulated in this listing are some restricted shares issued by the company in the initial public offering, and the restricted period is 12 months from the date of listing of the company’s shares. The number of shares lifted and applied for listing and circulation this time is 18570000, involving 8 shareholders of restricted shares, accounting for 12.38% of the total share capital of the company. This part of restricted shares will be listed and circulated from March 18, 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 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 of restricted shares circulating in this listing
Part of the restricted shares circulated in this listing belong to the restricted shares of the company’s initial public offering. According to the company’s prospectus on initial public offering and listing on the science and innovation board and the announcement on initial public offering and listing on the science and innovation board,
(I) circulation restrictions and voluntary lock-in commitments of shares held by shareholders before the initial public offering
1. Yu Jianping’s commitment as deputy general manager of the company
(1) I promise that I will not transfer or entrust others to manage the issuer’s shares directly or indirectly held by me within 12 months from the date of listing of the company’s shares, nor will the issuer repurchase such shares.
(2) When the closing price of the company’s shares for 20 consecutive trading days is lower than the issuing price of the company’s shares within 6 months after the listing of the issuer’s shares for the first time, or the closing price at the end of 6 months after the listing of the company is lower than the issuing price of the company’s shares (if the issuer’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issue price will be adjusted accordingly). The lock up period of the issuer’s shares held by me will be automatically extended for 6 months on the basis of the original commitment period of 12 months, that is, the lock up period is 18 months from the date of listing of the issuer’s shares. (3) After the expiration of the above-mentioned period, the shares transferred each year during my term of office shall not exceed 25% of the total shares of the issuer directly or indirectly held by me.
(4) If I resign before the expiration of my term of office, I shall abide by the following restrictive provisions during the term of office determined when I take office and within 6 months after the expiration of my term of office:
1) The shares transferred each year shall not exceed 25% of the total shares of the issuer directly or indirectly held by me;
2) Do not transfer the issuer’s shares directly or indirectly held by me within half a year after resignation;
3) Other provisions of laws, administrative regulations, departmental rules, normative documents and the business rules of Shanghai Stock Exchange on the transfer of directors, supervisors and senior executives’ shares.
(5) Within 24 months from the expiration of the lock up period, if I try to reduce the shares of the issuer I have held before the initial public offering of the issuer by any means or means, my reduction price shall not be lower than the issuance price of the initial public offering of the issuer. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before I reduce the shares of the issuer, the price of my reduction shall not be lower than the price after ex right and ex interest of the issuing price of the issuer’s initial public offering.
(6) If I violate the aforesaid shareholding commitment to reduce my holdings, the proceeds from the reduction of shares shall belong to the issuer. Before paying the reduction income to the issuer in full, the issuer has the right to temporarily withhold the remuneration payable to me and the cash dividends due to me. At the same time, I shall not transfer the shares of the issuer held directly or indirectly until I deliver the income generated by my breach of commitment to the issuer in full.
(7) No matter whether my position in the issuer has changed or whether I resign from the issuer, I will strictly fulfill the above commitments.
2. Commitments of Hangzhou ruitou, Linhai industry, Tongyuan Youke, Jinpu innovation and consumption fund, Jinpu industrial investment fund, Shanghai Huiyuan and Shu Jianhua
I / the company / the enterprise promise not to transfer or entrust others to manage the issuer’s shares held by me / the company / the enterprise, nor will the issuer repurchase such shares within 12 months from the date when the issuer’s shares are listed and traded in the stock exchange.
(II) commitment of shareholders’ shareholding intention and reduction intention before IPO
1. Yu Jianping’s commitment as deputy general manager of the company
(1) After the lock up period of the issuer’s shares held by me expires, I will appropriately reduce the issuer’s shares, and the specific reduction proportion will be determined based on the market environment at that time, the issuer’s equity distribution and other factors.
(2) I undertake that I shall not reduce my shares if:
1) If I am suspected of securities and futures violations and crimes, during the period when I am filed for investigation by the CSRC or by the judicial organ, and less than 6 months after the administrative punishment decision and criminal judgment are made;
2) I have been publicly condemned by the exchange for violating the business rules of the exchange for less than 3 months;
3) Other circumstances under which I am not allowed to reduce my shares in accordance with laws, regulations, exchange rules and other provisions.
(3) If an issuer touches the delisting risk warning standard under any of the following circumstances after listing, I will not reduce my holding of the issuer’s shares from the date of making the relevant decision to the date of termination or resumption of listing of the issuer’s shares: 1) the issuer is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal material information disclosure;
2) The issuer is transferred to the public security organ according to law for the crime of fraudulent issuance or the crime of illegal disclosure or non disclosure of important information;
3) Other major illegal delisting situations.
(4) If I intend to reduce the shares of the issuer, I will notify the issuer five trading days before the reduction, and the issuer will make an announcement three trading days before the reduction. If I plan to reduce my shares through centralized bidding trading at the stock exchange, I shall disclose the reduction plan in advance 15 trading days before the first sale. When the reduction reaches 1% of the total number of shares of the issuer, an announcement shall be made within 2 trading days from the date of this fact.
Within the reduction time range, I will disclose the progress of reduction when the number of reduction is more than half or the reduction time is more than half. After the implementation of the reduction plan or within 2 trading days after the expiration of the reduction period, the specific conditions of the reduction shall be announced again. The contents of the aforesaid reduction plan include but are not limited to: the number, source, reduction time, method, price range and reasons of the shares to be reduced.
(5) If I reduce my shares through block trading, it shall not exceed 2% of the total shares of the issuer within 90 consecutive days; In case of centralized bidding transaction, the total number of shares reduced within 90 consecutive days shall not exceed 1% of the total number of shares of the issuer; If I reduce the shares of the issuer by means of agreement transfer, I will ensure that the transfer proportion of a single transferee is not less than 5% of the total shares of the issuer, and the lower limit of transfer price shall be implemented in accordance with the provisions of block trading.
(6) I will not refuse to fulfill the above commitments due to job change, resignation and other reasons; At the same time, if relevant laws, regulations, normative documents, China Securities Regulatory Commission and stock exchange have issued new provisions or measures on share reduction, and the above commitments cannot meet the relevant requirements of the securities regulatory authorities, I promise to issue supplementary commitments or reissue new commitments in accordance with the relevant provisions and implement them in accordance with the relevant provisions.
(7) I will strictly abide by the relevant provisions of Chinese laws and regulations and normative documents on the shareholding and share changes of shareholders, directors / supervisors / senior managers, and perform corresponding obligations in good faith.
If I violate this commitment to reduce my holdings, I will voluntarily turn over the proceeds from the reduction to the issuer.
2. Commitment of Hangzhou ruitou, Linhai industry, Shanghai Huiyuan and Shu Jianhua
(1) After the lock-in period of the issuer’s shares held by me / the company / the enterprise expires, I / the company / the enterprise will appropriately reduce the shares of the issuer, and the specific reduction proportion will be determined based on the market environment, the equity distribution of the issuer and other factors at that time.
(2) If I / the company / the enterprise reduces the shares through block trading, it shall not exceed 2% of the total shares of the issuer within 90 consecutive days; In case of centralized bidding transaction, the total number of shares reduced within 90 consecutive days shall not exceed 1% of the total number of shares of the issuer; If I / the company / the enterprise reduces the shares of the issuer by means of agreement transfer, it shall ensure that the transfer proportion of a single transferee is not less than 5% of the total shares of the issuer, and the lower limit of the transfer price shall be implemented in accordance with the provisions of block trading.
(3) I / the company / the enterprise will strictly abide by the relevant provisions of Chinese laws and regulations and normative documents on shareholders’ shareholding and share changes, and perform corresponding obligations in good faith. If I / the company / the enterprise reduces its holdings in violation of this commitment, I / the company / the enterprise shall voluntarily turn over the proceeds from the reduction to the issuer.
3. Commitments of Tongyuan Youke, Jinpu innovation consumption fund and Jinpu industrial investment fund
(1) After the lock-in period of the issuer’s shares held by the enterprise expires, the enterprise will appropriately reduce the issuer’s shares, and the specific reduction proportion will be determined based on the market environment at that time, the issuer’s equity distribution and other factors.
(2) If the enterprise reduces its shares through block trading, for example, as of the date of the issuer’s initial public offering, if the enterprise has invested in the issuer for more than 48 months but less than 60 months, the total number of shares reduced within any continuous 30 days shall not exceed 2% of the total number of shares of the issuer; If the issuer has invested in the issuer for more than 60 months as of the date of the issuer’s initial public offering, the total number of shares reduced will no longer be subject to the proportion limit.
(3) If the enterprise reduces its shares through centralized bidding, if the enterprise has invested in the issuer for more than 48 months but less than 60 months as of the date of the issuer’s initial public offering, the total number of shares reduced within any continuous 30 days shall not exceed 1% of the total number of shares of the issuer; If the issuer has invested in the issuer for more than 60 months as of the date of the issuer’s initial public offering, the total number of shares reduced will no longer be subject to the proportion limit.
(4) The enterprise will strictly abide by the relevant provisions of Chinese laws and regulations and normative documents on shareholders’ shareholding and share changes, and perform corresponding obligations in good faith. If the enterprise reduces its holdings in violation of this commitment, it shall voluntarily turn over the proceeds from the reduction to the issuer.
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 commitments, and there is no situation that the failure to fulfill the relevant commitments affects the listing and circulation of the restricted shares.
4、 Restricted shares circulating in this listing
(I) the total number of restricted shares in circulation this time is 18570000
(II) the listing and circulation date is March 18, 2022
(III) listing and circulation list of restricted shares
No. name of shareholder holding Limited shares holding Limited shares accounts for the remaining restricted shares in the listing flow
Quantity (shares) proportion of total share capital (shares) quantity (shares)
1 Yu Jianping 18 Ping An Bank Co.Ltd(000001) .20% 18000000
2 Shu Jianhua 3 China Vanke Co.Ltd(000002) 0%
Shanghai Jinpu emerging industry shares
3. Equity investment fund partnership 14062500.94% (limited partnership)
Shanghai Jinpu innovative consumer stocks
4. Equity investment fund (limited portfolio 42187502.81% 42187500 partners)
Hangzhou Tongyuan Youke venture capital
5-capital partnership (limited partnership: 40500002.70% 0 partners)
6 Hangzhou ruitou Technology Co., Ltd. 42 China Vanke Co.Ltd(000002) .80% 42000000 companies
7 Shanghai Huiyuan Investment Consulting Co., Ltd. 1575000 enterprises (limited partnership)
8 Linhai Electric Power Industry Co., Ltd. 10200000.68% 1020000
