Huatai United Securities Co., Ltd
About Suzhou Gyz Electronic Technology Co.Ltd(688260)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” and “sponsor”) as the sponsor of Suzhou Gyz Electronic Technology Co.Ltd(688260) (hereinafter referred to as ” Suzhou Gyz Electronic Technology Co.Ltd(688260) ” and “company”) for the 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 and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020) The measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions have verified the listing and circulation of some restricted shares in Suzhou Gyz Electronic Technology Co.Ltd(688260) initial public offering. The specific circumstances are as follows: I. types of restricted shares in this listing and circulation
According to the reply on Approving the registration of Suzhou Gyz Electronic Technology Co.Ltd(688260) initial public offering of shares (zjxk [2021] No. 606) issued by China Securities Regulatory Commission on March 2, 2021, Suzhou Gyz Electronic Technology Co.Ltd(688260) was approved to issue 30 million RMB ordinary shares to the public for the first time and was listed on the science and Innovation Board of Shanghai Stock Exchange on April 6, 2021. The total share capital of the company before the initial public offering is 90 million shares, and after the initial public offering is 120 million shares, including 27296137 tradable shares with unlimited sales conditions and 92703863 tradable shares with limited sales conditions.
The restricted shares listed and circulated this time are part of the restricted shares issued by the company in the initial public offering, involving 15 shareholders of restricted shares. These shareholders hold 38116260 shares of the company, accounting for 31.76% of the total shares of the company. The restricted period is 12 months from the date of listing of the company’s shares. The restricted shares listed and circulated this time will be listed and circulated from April 6, 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, conversion of accumulation fund, etc. 3、 Relevant commitments of restricted shares circulating in this listing
According to the prospectus of Suzhou Gyz Electronic Technology Co.Ltd(688260) initial public offering of shares and listing on the science and innovation board and the listing announcement, the shareholders applying for lifting the restrictions on the sale of shares make the following commitments to their shares: (I) commitments on restrictions on share circulation and voluntary locking
1. Zheng Xiangchao, a natural person shareholder holding more than 5% of the company’s shares, promises as follows:
“1. I promise that within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the shares issued before the issuer’s initial public offering directly or indirectly held by me, nor will the issuer repurchase the shares issued before the issuer’s initial public offering directly or indirectly held by me; 2. After the expiration of the above-mentioned lock-in period, I will abide by the relevant provisions of the CSRC and Shanghai Stock Exchange Relevant provisions on stock listing and trading;
3. 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.
The above commitment is my true intention. I voluntarily accept the supervision of regulatory agencies, self regulatory organizations and the public. If I violate the above commitment, I will bear corresponding responsibilities according to law. “
2. Yili Suxin investment fund partnership (limited partnership), Nanjing Daofeng Investment Management Center (general partnership), Suzhou Tianchan Zhizao equity investment partnership (limited partnership), Suzhou Industrial Park Yuanhe Zhongyuan No. 2 equity investment fund partnership (limited partnership), Suzhou Guofa Xinxing phase II venture capital partnership (limited partnership), and Suzhou Yunwu enterprise management consulting partnership (limited partnership) and Suzhou Yunliu enterprise management consulting partnership (limited partnership) promise as follows:
“1. The enterprise promises not to transfer or entrust others to manage the shares issued before the issuer’s initial public offering directly or indirectly held by the enterprise, nor will the issuer repurchase the shares issued before the issuer’s initial public offering directly or indirectly held by the enterprise within 12 months from the date of listing of the issuer’s shares;
2. After the expiration of the aforesaid lock-in period, the enterprise will comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on stock listing and trading;
3. 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.
The above commitments are the true meaning of the enterprise. The enterprise voluntarily accepts the supervision of regulatory agencies, self regulatory organizations and the public. If it violates the above commitments, the enterprise will bear corresponding responsibilities according to law. “
3. Xiong Qiang, Chen Yi, Fang Hao, Xu AO and Wang Yuan, the natural person shareholders holding less than 5% of the company, promise as follows:
“1. I promise that within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the shares issued before the issuer’s initial public offering directly or indirectly held by me, nor will the issuer repurchase the shares issued before the issuer’s initial public offering directly or indirectly held by me; 2. After the expiration of the above-mentioned lock-in period, I will abide by the relevant provisions of the CSRC and Shanghai Stock Exchange Relevant provisions on stock listing and trading;
3. 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.
The above commitment is my true intention. I voluntarily accept the supervision of regulatory agencies, self regulatory organizations and the public. If I violate the above commitment, I will bear corresponding responsibilities according to law. “
4. Wang Qingjing, a natural person shareholder and director holding less than 5% of the company, promises as follows:
“1. I promise that within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the shares issued before the issuer’s initial public offering directly or indirectly held by me, nor will the issuer repurchase the shares issued before the issuer’s initial public offering directly or indirectly held by me; 2. After the expiration of the above-mentioned lock-in period, I will abide by the relevant provisions of the CSRC and Shanghai Stock Exchange Relevant provisions on stock listing and trading;
3. During my tenure as a director, supervisor and senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company held at the end of the previous year; I will not transfer my shares in the company within 6 months after leaving office;
4. 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.
The above commitments are my true intention. I voluntarily accept the supervision of regulatory agencies, self regulatory organizations and the public. If I violate the above commitments, I will bear corresponding responsibilities according to law.
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5. Natural person shareholders who directly or indirectly hold more than 5% of the total shares of the company The supervisor Gan Ziying promises as follows: “1. I promise that within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the shares issued before the issuer’s initial public offering directly or indirectly held by me, nor will the issuer repurchase the shares issued before the issuer’s initial public offering directly or indirectly held by me; 2. After the expiration of the above-mentioned lock-in period, I will abide by the relevant provisions of the CSRC and Shanghai Stock Exchange Relevant provisions on stock listing and trading;
3. During my tenure as a director, supervisor and senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company held at the end of the previous year; I will not transfer my shares in the company within 6 months after leaving office;
4. 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.
The above commitment is my true intention. I voluntarily accept the supervision of regulatory agencies, self regulatory organizations and the public. If I violate the above commitment, I will bear corresponding responsibilities according to law. ” (II) commitment on shareholding intention and reduction intention
1. Zheng Xiangchao, a natural person shareholder holding more than 5% of the company’s shares, and Gan Ziying, a natural person shareholder and supervisor holding more than 5% of the company’s shares directly or indirectly, promise as follows:
“1. I will hold the shares of the issuer in accordance with Chinese laws, regulations, rules and regulatory requirements, and will strictly fulfill the commitment of locking the shares of the issuer disclosed in the prospectus of the issuer’s initial public offering.
2. If I reduce the shares of the issuer within two years after the expiration of the lock-in period of holding the shares of the issuer, the reduction price is expected to be no less than the issue price of the issuer at the time of initial public offering. In case of ex rights and ex interests due to the issuer’s distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, the above issuance price and the number of shares reduced shall be adjusted accordingly in accordance with the relevant provisions of the stock exchange.
3. The way of reducing the shares of the issuer shall comply with the provisions of relevant laws, regulations, rules and the rules of the stock exchange. The ways of reducing the shares include but are not limited to bidding trading in the secondary market, block trading, agreement transfer, etc.
4. When I reduce the shares of the issuer and am still a shareholder holding more than 5% of the shares of the issuer, I shall make an announcement at least three trading days in advance and actively cooperate with the announcement and other information disclosure of the issuer; If I plan to reduce my shares through centralized bidding trading at the stock exchange, I shall disclose the reduction plan in advance in accordance with relevant regulations 15 trading days before the first sale.
5. If the securities exchange has the right to reduce its holdings in accordance with the provisions of the securities regulatory authority at that time, it will have the right to implement the above-mentioned provisions in accordance with the law.
This letter of commitment shall come into force from the date of my signature and shall be effective until the date when I am no longer a shareholder of Suzhou Gyz Electronic Technology Co.Ltd(688260) holding more than 5% shares. “
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, all shareholders of restricted shares have strictly fulfilled the corresponding commitments, and there is no situation that the non performance of relevant commitments affects the circulation of this listing. 4、 Restricted shares circulating in this listing
(I) the number of restricted shares listed and circulated this time is 38116260 shares, accounting for 31.76% of the total number of shares of the company;
(II) the listing and circulation date of restricted shares is April 6, 2022;
(III) listing and circulation list of restricted shares
Name of sequential shareholders holding Limited shares number of Limited shares held in the company’s remaining restricted shares in this listing (shares) proportion of the company’s total share capital number (shares) number (shares)
1 Zheng Xiangchao 63791105.32% 63791100
Suzhou Tianchan Zhizao Stock Co., Ltd
2. Equity investment partnership 42527703.54% (limited partnership)
Yili Suxin investment base
3 gold partnership (3.53% limited partnership)
Suzhou Industrial Park yuan
4 hezhongyuan No.2 equity 39560403.30% 3956040 investment fund partnership
Industry (limited partnership)
5 Fang Hao 21263401.77% 21263400
6 old wings 21263401.77% 21263400
7 Xu Ao 21263401.77% 21263400
8 Xiong Qiang 21263401.77% 21263400
9 ganziying 21263401.77% 21263400
10 Wang Qingjing 21263401.77% 21263400
Suzhou Yunliu Enterprise Management Co., Ltd
11 management consulting partnership 21263401.77% 21263400 (limited partnership)
12 Wang Yuan 17010901.42%
Suzhou Yunwu Enterprise Management Co., Ltd
13 management consulting partnership 17010901.42% (limited partnership)
Suzhou Guofa Xinxing II
Phase 14 venture capital partnership 9890100.82% 9890100 enterprise (limited partnership)
Nanjing Daofeng Investment Management Co., Ltd
15 Management Center (0.01% of ordinary people)
Total 38,
