China Industrial Securities Co.Ltd(601377)
About Optowide Technologies Co.Ltd(688195)
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”) is a sponsor of Optowide Technologies Co.Ltd(688195) (hereinafter referred to as ” Optowide Technologies Co.Ltd(688195) ” or “company”) for initial public offering of shares and listing on the science and innovation board. In accordance with the provisions of laws, regulations and normative documents such as 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), the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, We have verified the listing and circulation of some restricted shares issued by Optowide Technologies Co.Ltd(688195) initial public offering, and the verification results are as follows:
1、 Types of restricted shares listed this time
According to the reply on Approving the registration of Optowide Technologies Co.Ltd(688195) initial public offering (zjxk [2021] No. 551) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on February 24, 2021, the registration application of the company’s initial public offering is approved. The company publicly issued 32350000 RMB ordinary shares (A shares) to the public and was listed on the science and Innovation Board of Shanghai Stock Exchange on March 26, 2021. After the issuance, the total share capital of the company is 129.35 million shares, including 99973496 tradable shares with limited sales conditions and 29376504 tradable shares with unlimited sales conditions.
Among the tradable shares with limited sale conditions, 1355996 shares of restricted shares were placed offline in the initial public offering, which was listed and circulated on September 27, 2021.
The restricted shares circulated in this listing are some restricted shares issued by the company in the initial public offering. The restricted period is 12 months from the date of listing of the company’s shares, involving a total of 19 restricted shareholders, with the corresponding number of shares of 47622320 shares, accounting for 36.82% of the total share capital of the company. 47622320 shares will be listed and circulated from March 28, 2022 (since March 26, 2022 is a non trading day, the listing and circulation day will be postponed to March 28, 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 traded in this listing are part of the restricted shares issued in the initial public offering. From the formation of the restricted shares issued in the initial public offering of the company to the date of issuance of this verification opinion, 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 and listing on the science and innovation board and other documents, the relevant commitments made by the shareholders of restricted shares applying for listing and circulation are as follows:
(I) commitments of shareholders holding more than 5% of shares before the initial public offering: Jin Tianbing, Hongshi Manning investment partnership (limited partnership) of Ningbo Meishan bonded port area, Fujian Huaxing Venture Capital Co., Ltd. and Fujian Longyao Investment Co., Ltd.: A. commitments on circulation restrictions and voluntary locking of shares held by shareholders before the issuance are as follows:
“As a shareholder of Optowide Technologies Co.Ltd(688195) , I / the company / the company will strictly fulfill the stock lock-in commitment disclosed in the prospectus of Optowide Technologies Co.Ltd(688195) initial public offering of shares. Within 12 months from the date of listing and trading of Optowide Technologies Co.Ltd(688195) shares on Shanghai Stock Exchange, I / the company / the company will not transfer or entrust others to manage the shares I held before Optowide Technologies Co.Ltd(688195) initial public offering of shares The shares of Optowide Technologies Co.Ltd(688195) will not be repurchased by Optowide Technologies Co.Ltd(688195) either. “
B. The commitments on shareholders’ shareholding and reduction intention are as follows:
“1. As a shareholder of Optowide Technologies Co.Ltd(688195) , the company / I will hold Optowide Technologies Co.Ltd(688195) shares in accordance with Chinese laws, regulations, rules, normative documents and regulatory requirements, and will strictly fulfill the commitment of locking Optowide Technologies Co.Ltd(688195) shares held by the company / the company / I disclosed in the prospectus of Optowide Technologies Co.Ltd(688195) initial public offering of shares.
2. Quantity and method of reduction: after the lock up period of Optowide Technologies Co.Ltd(688195) shares held by the enterprise / the company / I expires, the reduction of Optowide Technologies Co.Ltd(688195) shares held by the enterprise / the company / I will be carried out in strict accordance with the provisions of relevant laws, regulations and normative documents. The reduction methods include but are not limited to competitive trading in the secondary market, block trading, agreement transfer, etc, And fulfill the obligation of information disclosure in time.
3. Reduction price: after the lock up period of Optowide Technologies Co.Ltd(688195) shares held by the enterprise / the company / I expires, the price of Optowide Technologies Co.Ltd(688195) shares held by the enterprise / the company / I shall be determined according to the stock trading price of the secondary market at that time, and shall comply with the provisions of relevant laws, regulations, rules, normative documents and the rules of Shanghai Stock Exchange.
4. Information disclosure: before reducing the Optowide Technologies Co.Ltd(688195) shares held by the enterprise / the company / myself, it shall make an announcement three trading days in advance and complete it within six months, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of Shanghai Stock Exchange. If the enterprise / the company / I reduce its Optowide Technologies Co.Ltd(688195) shares through competitive trading in the secondary market, it shall report the reduction plan to the Shanghai Stock Exchange and make an announcement 15 trading days before the first sale of shares. “
(II) Liu Yi, Wu Youqin, the director and senior manager who directly hold the company’s shares, and Yan Yichong, the supervisor, promise to directly hold the company’s shares:
“1. I will not transfer or entrust others to manage the shares of Optowide Technologies Co.Ltd(688195) directly held by me before Optowide Technologies Co.Ltd(688195) initial public offering of shares, nor will Optowide Technologies Co.Ltd(688195) repurchase such shares within 12 months from the date of listing of the company’s shares in Shanghai Stock Exchange (hereinafter referred to as” lock-in period “).
2. In addition to my commitment to abide by the above-mentioned lock up period, during my tenure as a director, Senior Manager / Supervisor of the company, the number of Optowide Technologies Co.Ltd(688195) shares I transfer every year shall not exceed 25% of the total Optowide Technologies Co.Ltd(688195) shares I directly or indirectly hold; If I resign before the expiration of my term of office, during the term of office determined when I take office and within 6 months after the expiration of my term of office, the shares transferred each year shall not exceed 25% of the total number of Optowide Technologies Co.Ltd(688195) shares I directly or indirectly hold; Do not transfer Optowide Technologies Co.Ltd(688195) shares directly or indirectly held by me within six months from the date of resignation.
3. If the company’s shares held by me before the company’s initial public offering are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price at the time of the company’s initial public offering. In case of ex rights and ex interests due to the company’s distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, the above issuance price shall be adjusted accordingly in accordance with the relevant provisions of the stock exchange.
4. If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within six months after the company’s shares are listed, or the closing price of the company’s shares is lower than the issue price at the end of six months after the company’s shares are listed, the lock up period of the company’s shares held by me before the company’s initial public offering of shares will be automatically extended for six months. In case of ex rights and ex interests due to the company’s distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, the above issuance price shall be adjusted accordingly in accordance with the relevant provisions of the stock exchange.
5. I will abide by laws, administrative regulations, departmental rules, normative documents and other provisions on share transfer in the business rules of the stock exchange. I will not refuse to fulfill the above commitments due to job change, resignation and other reasons. “
(III) Liu Wei, Huang Jinzhong, Lin Jinlin, Lin Jie, Zhang Qing, Fuzhou overseas Chinese yuanfuhai M & a industry investment partnership (limited partnership), Gao Lin, Lu Linyun, Liu Nian, Liu Bin, Fu Xiongchen and Liu Zhiying, other shareholders with a shareholding ratio of less than 5%, promise:
“As a shareholder of Optowide Technologies Co.Ltd(688195) , I / the company / the company will strictly fulfill the stock lock-in commitment disclosed in the prospectus of Optowide Technologies Co.Ltd(688195) initial public offering of shares. Within 12 months from the date of listing and trading of Optowide Technologies Co.Ltd(688195) shares on Shanghai Stock Exchange, I / the company / the company will not transfer or entrust others to manage the shares I held before Optowide Technologies Co.Ltd(688195) initial public offering of shares The shares of Optowide Technologies Co.Ltd(688195) will not be repurchased by Optowide Technologies Co.Ltd(688195) either. “
In addition to the above commitments, the shareholders of restricted shares applying for listing this time have no other special commitments. As of the date of issuance of this verification opinion, the shareholders 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
(I) the number of restricted shares listed and circulated this time is 47622320 shares;
(II) the listing and circulation date of restricted shares is March 28, 2022 (since March 26, 2022 is a non trading day, the listing and circulation date will be postponed to March 28, 2022);
(III) the listing and circulation details of restricted shares are as follows:
Holding Limited sales Holding Limited sales number of shareholders’ name shares remaining in this listing number of shares in the company’s circulation number of shares sold (shares) total share capital ratio (shares) (shares)
1 jintianbing 60 Shenzhen Guohua Network Security Technology Co.Ltd(000004) .64% Shanghai Pudong Development Bank Co.Ltd(600000) 0
2 Hongshi Manning investment partnership in Ningbo Meishan free trade port area (4.56% of 5903084)
3 Fujian Huaxing Venture Capital Co., Ltd. 50000003.87% 5000000
4 Fujian Longyao Investment Co., Ltd. 49192363.80% 49192360
5 Liu Wei 40000003.09% 4000000
6 Huang Jinzhong 30 China Vanke Co.Ltd(000002) .32% 3000000
7 Wu Youqin 20 Ping An Bank Co.Ltd(000001) .55% 2000000
8 Lin Jinlin 20 Ping An Bank Co.Ltd(000001) .55% 2000000
9 Zhang Qing 20 Ping An Bank Co.Ltd(000001) .55% 2000000
10 Lin Jie 20 Ping An Bank Co.Ltd(000001) .55% 2000000
11 Fuzhou overseas Chinese yuanfuhai M & a industry investment partnership (limited to 20 Ping An Bank Co.Ltd(000001) .55%)
12 Yan Yichong 15 Ping An Bank Co.Ltd(000001) .16% 1500000
13 Gao Lin 13 Ping An Bank Co.Ltd(000001) .01% 13000000
14 Liu Yi 10000000.77%
15 Fu Xiongchen 10000000.77%
16 Liu Bin 10000000.77%
17 Liu Zhiying 10000000.77%
18 Liu Nian 10000000.77%
19 lulinyun 10000000.77%
Total 4762232036.82% 0
Note: (1) the proportion of restricted shares held in the total share capital of the company shall be rounded to two decimal places; (2) The discrepancy between the total number and the mantissa of each sub item value is caused by rounding.
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