Citic Securities Company Limited(600030)
About Novogene Co.Ltd(688315)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor”) serves as the sponsor of Novogene Co.Ltd(688315) (hereinafter referred to as ” Novogene Co.Ltd(688315) ” or “company”) during the period of continuous supervision of initial public offering and listing of shares. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for securities issuance and listing sponsor business, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, The company has verified the listing and circulation of the company’s initial public offering of offline placement restricted shares, and the verification is as follows:
1、 Initial public offering of shares and types of restricted shares in circulation
According to the reply on Approving the registration of Novogene Co.Ltd(688315) initial public offering (zjxk [2021] No. 737) issued by China Securities Regulatory Commission on March 9, 2021, the application for registration of the company’s initial public offering was approved. The company issued 40.2 million RMB ordinary shares (A shares) to the public for the first time and was listed on the science and Innovation Board of Shanghai Stock Exchange on April 13, 2021. After the issuance, the total share capital was 400.2 million shares, including 367712207 tradable shares with limited sales conditions and 32487793 tradable shares with unlimited sales conditions.
The restricted shares in circulation in this listing are the company’s initial public offering of some restricted shares and some strategic placement restricted shares. The number of shareholders of restricted shares is 12, and the restricted period is 12 months from the date of listing of the company’s shares. The details are as follows:
1. The number of shareholders involved in the initial public offering of some restricted shares of the company is 11, and the corresponding number of restricted shares is 69707517, accounting for 17.42% of the total share capital of the company. It will be listed and circulated from April 13, 2022. 2. The special asset management plan ” Citic Securities Company Limited(600030) Novogene Co.Ltd(688315) employees participate in the collective asset management plan of strategic placement on the science and Innovation Board” for the strategic placement of the company’s initial public offering involves one shareholder, corresponding to 4020000 restricted shares, which is the total number of strategic placement shares in the restricted period, accounting for 1.00% of the total share capital of the company, and will be listed and circulated from April 13, 2022.
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
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, the commitments made by the shareholders applying for listing and circulation of restricted shares are as follows:
Jiang Zhi, the natural person shareholder of the company, promised: “(1) within 12 months from the date when the issuer’s shares are listed on the stock exchange, 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) I will abide by Some provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange. (3) I will also abide by laws, regulations and other provisions of the China Securities Regulatory Commission, Shanghai Stock Exchange and the articles of association on restricted circulation of shares. (4) If I fail to fulfill the above commitments, I will publicly apologize to the shareholders of the issuer and public investors for the failure in the general meeting of shareholders of the issuer and the newspapers and periodicals designated by the CSRC, and correct it within the time limit required by the relevant regulatory authorities; If I obtain income due to my failure to fulfill the above commitments, the income shall belong to the issuer, and I will pay the above income to the issuer within five days of obtaining the income; If the breached commitment can continue to be fulfilled, the commitment will continue to be fulfilled; If losses are caused to the issuer or other investors due to my failure to fulfill the above commitments, I will be liable for compensation to the issuer or other investors according to law; And take other measures in accordance with the relevant provisions at that time. “
The company’s shareholder advanced manufacturing promises: “1. Within 36 months from the date when the issuer’s shares are listed on the stock exchange, the enterprise will not transfer or entrust others to manage the shares (7862743 shares) issued before the issuer’s initial public offering acquired by the enterprise from Beijing Zhiyuan Hegu Investment Management Center (limited partnership) , and the issuer will not repurchase this part of the shares. 2. For other shares directly or indirectly held by the enterprise that have been issued before the issuer’s initial public offering of shares, the enterprise will not transfer or entrust others to manage them within 12 months from the date when the issuer’s shares are listed on the stock exchange, nor will the issuer repurchase these shares. 3. The company will comply with the relevant provisions of Several Provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange. 4. The company will also abide by laws, regulations and other provisions of the China Securities Regulatory Commission, Shanghai Stock Exchange and the articles of association on restricted circulation of shares. 5. If the enterprise fails to fulfill the above commitments, the enterprise will publicly apologize to the shareholders of the issuer and public investors for the failure in the general meeting of shareholders of the issuer and the newspapers and periodicals designated by the CSRC, and correct it within the time limit required by the relevant regulatory authorities; If the enterprise obtains income due to the failure to fulfill the above commitments, the income belongs to the issuer, and the enterprise will pay the above income to the issuer within five days of obtaining the income; If the commitment is violated, it can be continued to be performed; If losses are caused to the issuer or other investors due to the failure of the enterprise to fulfill the above commitments, the enterprise will be liable for compensation to the issuer or other investors according to law; And take other measures in accordance with the relevant provisions at that time. “
Growth No. 12 and CMB win-win commitment: “(1) within 12 months from the date when the issuer’s shares are listed on the stock exchange, the enterprise will 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 will the issuer repurchase the shares directly or indirectly held by the enterprise that have been issued before the issuer’s initial public offering. (2) The company will abide by laws, regulations, rules and relevant provisions of the CSRC, Shanghai Stock Exchange and the articles of association on restrictions on share circulation. (3) If the enterprise fails to fulfill the above commitments, the enterprise will publicly apologize to the shareholders of the issuer and public investors for the failure in the general meeting of shareholders of the issuer and the newspapers and periodicals designated by the CSRC, and correct it within the time limit required by the relevant regulatory authorities; If the enterprise obtains income due to the failure to fulfill the above commitments, the income belongs to the issuer, and the enterprise will pay the above income to the issuer within five days of obtaining the income; If the breached commitment can continue to be fulfilled, the commitment will continue to be fulfilled; If the issuer fails to fulfill its commitment to the enterprise or will bear other liabilities to the enterprise due to the issuer’s failure to perform the above-mentioned matters; And take other measures according to relevant regulations at that time.
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Sequoia Anchen promises: “(1) within 12 months from the date when the issuer’s shares are listed on the stock exchange, the enterprise will 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 will the issuer repurchase the shares directly or indirectly held by the enterprise that have been issued before the issuer’s initial public offering; (2) The enterprise will abide by laws, regulations, rules and other provisions of the CSRC, Shanghai Stock Exchange and the articles of association on restricted circulation of shares; (3) If the enterprise fails to fulfill the above commitments, the enterprise will bear corresponding legal liabilities according to law. “
Jianchuang Zhongmin, Haihe rivers, China Merchants Bank, service trade fund CIMC and Shanghai Fanghe promise: “(1) within 12 months from the date when the issuer’s shares are listed on the stock exchange, the enterprise will 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 will the issuer repurchase the shares directly or indirectly held by the enterprise that have been issued before the issuer’s initial public offering. (2) the enterprise will comply with Some provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange. (3) The enterprise will abide by laws, regulations and other provisions of the CSRC, Shanghai Stock Exchange and the articles of association on restricted circulation of shares. (4) If the enterprise fails to fulfill the above commitments, the enterprise will publicly apologize to the shareholders of the issuer and public investors for the failure in the general meeting of shareholders of the issuer and the newspapers and periodicals designated by the CSRC, and correct it within the time limit required by the relevant regulatory authorities; If the enterprise obtains income due to the failure to fulfill the above commitments, the income belongs to the issuer, and the enterprise will pay the above income to the issuer within five days of obtaining the income; If the breached commitment can continue to be fulfilled, the commitment will continue to be fulfilled; If the issuer fails to fulfill its commitment to the enterprise or will bear other liabilities to the enterprise due to the issuer’s failure to perform the above-mentioned matters; And take other measures in accordance with the relevant provisions at that time. “
The special asset management plan established by the company’s senior managers and core employees participating in the strategic placement of initial public offering is Citic Securities Company Limited(600030) Novogene Co.Ltd(688315) employees participating in the collective asset management plan of strategic placement of science and innovation board. The placing object promises that its restricted sale period is 12 months from the date of listing of the company’s 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 disclosure date of this announcement, 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、 Restricted shares circulating in this listing
(I) the total number of restricted shares traded in this listing is 73727517, accounting for 18.42% of the total number of shares of the company.
(II) the listing and circulation date is April 13, 2022
(III) the listing and circulation details of restricted shares are as follows:
Serial No. shareholders holding limited share capital, secondary listing flow and remaining restricted sale
Proportion of the number of name shares in the total number of shares (shares) of the company (shares)
Shenzhen mangrove Growth Investment Management Co., Ltd
Division 1 – growth No. 12 investment (Shenzhen) 228958675.72% 228958670
Partnership (limited partnership)
2. Advanced manufacturing industry investment fund (limited to 181264614.53% 102637187862743 partners)
3 Jiang Zhi 157254863.93% 157254860
4 Sequoia Anchen (Xiamen) equity investment partnership 95305962.38% 95305960
Enterprise (limited partnership)
5 Shenzhen CMB equity investment fund 3 Shenzhen Quanxinhao Co.Ltd(000007) 5%
Partnership (limited partnership)
6 CIMC Capital Management Co., Ltd. 18000000.45%
7. Service trade innovation and development guidance fund 18000000.45%
(limited partnership)
8 Tianjin Haihe Baichuan equity investment fund enterprise 18000000.45%
Industry (limited partnership)
9 Jianchuang Zhongmin (Kunshan) venture capital enterprise 11305960.28%
Industry (limited partnership)
10 Shenzhen CMB win win equity investment partnership 9914760.25%
Enterprise (limited partnership)
11 Shanghai Fanghe Investment Center (limited partnership) 7697780.19%
Citic Securities Company Limited(600030) – China Merchants Bank Co.Ltd(600036) – CITIC Securities
12 coupons Novogene Co.Ltd(688315) employees participate in science and Innovation Board battle 40200001.00% 40200000
Brief placement of collective asset management plan
Total – 8159026020.39% 737275177862743
Note: the discrepancy between the total and the mantissa of the sum of the sub item values is caused by rounding.
5、 Listing and circulation of restricted shares
Serial No. type of restricted shares current listed circulation (shares)
1. Initial strategic placement shares 4020000
2 initial restricted shares 69707517
Total –
