Huatai United Securities Co., Ltd
About Shenzhen Dynanonic Co.Ltd(300769)
Verification opinions on lifting the ban 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 Securities” and “sponsor”) as the sponsor of Shenzhen Dynanonic Co.Ltd(300769) (hereinafter referred to as ” Shenzhen Dynanonic Co.Ltd(300769) ” and “the company”) for initial public offering of shares and continuous supervision of stock issuance to specific objects in 2020, in accordance with the administrative measures for securities issuance and listing sponsor business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – sponsor business The Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant provisions have carefully verified the listing and circulation of issued shares before Shenzhen Dynanonic Co.Ltd(300769) initial public offering. The verification conditions and opinions are as follows:
1、 Overview of shares issued before IPO
(I) initial public offering of shares
Approved by the reply on the approval of Shenzhen Dynanonic Co.Ltd(300769) initial public offering of shares (zjxk [2019] No. 527) of China Securities Regulatory Commission and the notice on the listing of Shenzhen Dynanonic Co.Ltd(300769) RMB common shares on GEM (SZS [2019] No. 203) of Shenzhen Stock Exchange, The 10690000 ordinary shares (A shares) of Shenzhen Dynanonic Co.Ltd(300769) IPO were listed and traded on the gem of Shenzhen Stock Exchange on April 15, 2019. After the public offering, the total share capital of the company increased from 32055652 shares before the public offering to 42745652 shares.
(II) changes in share capital after listing
1. On May 8, 2020, the company completed the grant registration of the first phase of restricted stock incentive plan, granted 509900 restricted shares to 106 incentive objects, and the total share capital of the company was changed from 42745652 shares to 43255552 shares. For details, see the announcement on the completion of the grant registration of the first phase of restricted stock incentive plan (Announcement No.: 2020042) disclosed by the company on cninfo.com on May 6, 2020. 2. On May 14, 2020, the company’s 2019 annual general meeting of shareholders deliberated and approved the proposal on the company’s 2019 profit distribution and plan for converting capital reserve into share capital. Taking the total share capital of 43255552 shares as the base, the company converted capital reserve into 8 shares for every 10 shares to all shareholders, and the total share capital of the company increased from 43255552 shares to 77859993 shares. For details, see the announcement on the implementation of 2019 annual equity distribution (Announcement No.: 2020051) disclosed by the company on cninfo.com on May 20, 2020.
3. According to the reply on approving Shenzhen Dynanonic Co.Ltd(300769) to issue shares to specific objects for registration (zjxk [2020] No. 2612) issued by China Securities Regulatory Commission, the company issued 11764705 shares to 11 specific objects, and the total share capital of the company increased from 77859993 shares to 89624698 shares. See the announcement of Shenzhen Dynanonic Co.Ltd(300769) issuing shares to specific objects and listing on GEM disclosed by the company on December 10, 2020.
4. The company held the 13th meeting of the third board of directors and the 11th meeting of the third board of supervisors on April 26, 2021. The meeting deliberated and adopted the proposal on repurchase and cancellation of some restricted shares respectively. Due to the resignation of some incentive objects and the company level performance assessment in the first lifting period of the first phase of the restricted stock incentive plan, it failed to meet the standards, The company plans to buy back and cancel 398016 restricted shares whose sales restrictions have not been lifted in the first phase of the restricted stock incentive plan. This proposal was deliberated and approved by the company’s 2020 annual general meeting of shareholders on May 18, 2021. Upon review and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the cancellation of this restricted stock repurchase was completed on July 30, 2021. After the cancellation of this repurchase, the total share capital of the company was changed from 89624698 shares to 89226682 shares. For details, see the announcement on the completion of repurchase and cancellation of some restricted shares (Announcement No.: 2021070) disclosed on cninfo.com on July 30, 2021. 2、 Implementation of commitments by shareholders applying for lifting share restrictions
(I) share restricted circulation and voluntary lock-in commitment
1. Shareholders Mr. Ji Xuewen and Mr. Kong Lingyong promise:
Within 36 months from the date of the company’s initial public offering in China and listing on the gem, it shall not transfer or entrust others to manage the company’s shares directly or indirectly held by itself before the initial public offering, nor shall the company repurchase such shares. If the issuer’s shares held by the company change due to equity distribution, it will still abide by the above commitments. If the company’s shares held by it are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of this issuance adjusted by factors such as ex right and ex dividend; Within six months after the listing of the company’s shares, if the closing price of the company’s shares for 20 consecutive trading days is lower than the issuing price of this issuance adjusted by ex rights and ex dividend and other factors, or the closing price at the end of six months after the listing is lower than the issuing price of this issuance adjusted by ex rights and ex dividend and other factors, the lock-in period of the company’s shares will be automatically extended for six months; In case of job change, resignation, etc., he will still faithfully fulfill the above commitments. After the expiration of the above-mentioned period, during Ji Xuewen’s tenure as the chairman of the company and Kong Lingyong’s tenure as the director or (and) general manager of the company, the shares of the company transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by him; Within half a year after his resignation, he will not transfer the shares of the company held directly or indirectly; If the company applies for resignation within six months from the date of the company’s initial public offering and listing on the gem, it shall not transfer its directly held shares of the company within 18 months from the date of applying for resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of initial public offering and listing on the gem, he shall not transfer the shares of the company directly held within 12 months from the date of declaration of resignation. On the premise of complying with the above commitments, it promises to operate its shares in the company in accordance with the procedures specified in relevant national laws and regulations (including but not limited to the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange).
2. The shareholders Ms. Zhao Xu, Mr. Wang Joseph Yuanzheng and Ms. Wang Chen promise:
Wang Yunshi, once one of the actual controllers and directors of the company, made the following commitments on matters related to holding the company’s shares: within 36 months from the date of the company’s initial public offering in China and listing on the gem, I will not transfer or entrust others to manage the company’s shares directly or indirectly held by me before the initial public offering, nor will the company repurchase such shares.
If the company’s equity distribution leads to changes in the company’s shares held by me, I will still abide by the above commitments. If the company’s shares held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of this issuance adjusted by factors such as ex right and ex dividend. Within six months after the listing of the company’s shares, if the closing price of the company’s shares for 20 consecutive trading days is lower than the issuance price of this issuance adjusted by ex rights and ex dividend and other factors, or the closing price at the end of six months after the listing is lower than the issuance price of this issuance adjusted by ex rights and ex dividend and other factors, the lock-in period of the company’s shares will be automatically extended for six months. In case of job change, resignation and other circumstances, I will still faithfully fulfill the above commitments. After the expiration of the above-mentioned period, during my term of office, the shares of the company I transfer each year shall not exceed 25% of the total shares of the company I directly or indirectly hold; I will not transfer the shares of the company held directly or indirectly within half a year after my resignation; If the company applies for resignation within six months from the date of listing of the company’s initial public offering, I will not transfer the company’s shares directly held within 18 months from the date of reporting resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of IPO listing, he / she shall not transfer the shares of the company directly held by him / her within twelve months from the date of application for resignation. During my tenure as a director, supervisor and senior officer of the company, I will report to the company the number of shares held by me directly or indirectly and the corresponding changes.
On August 31, 2019, Wang Yunshi died. Zhao Xu, as his spouse, Wang josephyuanzheng, as his son, and Wang Chen, as his daughter, respectively, as the joint property owner and / or heir of Wang Yunshi, inherited the corresponding shares of the company originally held by Wang Yunshi. The three persons make the following confirmation and commitment: the above commitment made by Wang Yunshi as the actual controller shall be inherited and continuously performed by Zhao Xu, Wang josephuanzheng and Wang Chen according to the proportion of shares actually obtained; Wang Chen shall inherit and continue to fulfill the above commitments made by Wang Yunshi as a director.
(II) Shareholding intention and commitment of reduction intention of shareholders holding more than 5%
1. Shareholders Mr. Ji Xuewen and Mr. Kong Lingyong promise:
After the expiration of the lock-in period of the issuer’s shares held by me, if I intend to reduce the issuer’s shares, I will strictly abide by the relevant provisions of the CSRC and Shenzhen Stock Exchange on the reduction of shareholders’ shares, carefully formulate the stock reduction plan in combination with the needs of the issuer to stabilize the stock price, carry out business and capital operation, and gradually reduce the shares after the expiration of the lock-in period.
The reduction of the issuer’s shares shall comply with the provisions of relevant laws, administrative regulations, departmental rules and the rules of Shenzhen Stock Exchange. The specific methods include but are not limited to centralized bidding trading, block trading, agreement transfer, etc.
Before reducing the shares of the issuer, I shall make an announcement three trading days in advance, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of Shenzhen Stock Exchange. Within two years after the expiration of the lock-in period of the issuer’s shares held by me, if I intend to reduce my holdings of the issuer’s shares, the reduction price shall not be lower than the issuance price of this issuance adjusted by ex rights, ex dividend and other factors.
If I fail to fulfill the above commitments, I will publicly explain the specific reasons for the failure to fulfill the commitments at the general meeting of shareholders of the issuer and the information disclosure media designated by the CSRC, and apologize to other shareholders of the issuer and public investors.
Since the number of shares of the issuer held by me and the person acting in concert (if any) is less than 5% of the total share capital of the issuer, I may no longer abide by the above commitments.
2. The shareholders Ms. Zhao Xu, Mr. Wang Joseph Yuanzheng and Ms. Wang Chen promise:
Mr. Wang Yunshi made the following commitment during the company’s initial public offering and listing on the gem: if I intend to reduce the issuer’s shares after the lock-in period of the issuer’s shares expires, I will strictly abide by the relevant provisions of the CSRC and Shenzhen Stock Exchange on shareholder reduction, and carefully formulate the stock reduction plan in combination with the needs of the issuer to stabilize the stock price, carry out business and capital operation, Gradually reduce the shares after the expiration of the lock-in period.
The reduction of the issuer’s shares shall comply with the provisions of relevant laws, administrative regulations, departmental rules and the rules of Shenzhen Stock Exchange. The specific methods include but are not limited to centralized bidding trading, block trading, agreement transfer, etc.
Before reducing the shares of the issuer, I shall make an announcement three trading days in advance, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of Shenzhen Stock Exchange. Within two years after the expiration of the lock-in period of the issuer’s shares held by me, if I intend to reduce my holdings of the issuer’s shares, the reduction price shall not be lower than the issuance price of this issuance adjusted by ex rights, ex dividend and other factors.
If I fail to fulfill the above commitments, I will publicly explain the specific reasons for the failure to fulfill the commitments at the general meeting of shareholders of the issuer and the information disclosure media designated by the CSRC, and apologize to other shareholders of the issuer and public investors.
Since the number of shares of the issuer held by me and the person acting in concert (if any) is less than 5% of the total share capital of the issuer, I may no longer abide by the above commitments.
On August 31, 2019, Wang Yunshi died. Zhao Xu, as his spouse, Wang josephyuanzheng, as his son, and Wang Chen, as his daughter, respectively, as the joint property owner and / or heir of Wang Yunshi, inherited the corresponding shares of the company originally held by Wang Yunshi. The three persons make the following confirmation and commitment: the above commitments and corresponding responsibilities of Wang Yunshi shall be inherited and continuously performed by Zhao Xu, Wang Joseph uanzheng and Wang Chen according to the proportion of shares actually obtained.
(III) performance of shareholders’ commitments
As of the disclosure date of this announcement, the above five shareholders who applied for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments and have not violated the above commitments.
(IV) the shareholders applying for lifting the restrictions on the sale of shares do not occupy the listed funds for non-profit purposes, and the company does not provide guarantees for them in violation of laws and regulations.
3、 The listing and circulation arrangement of restricted shares is lifted this time
(I) the listing and circulation time of the shares lifted this time is Friday, April 15, 2022. (II) the number of shares to be released this time is 33842894, accounting for 37.93% of the total share capital of the company. The actual number of shares that can be listed and circulated after the lifting of restrictions is 24120362, accounting for 27.03% of the total share capital of the company.
(III) the number of shareholders applying for lifting the restrictions on the sale of shares this time is 5.
(IV) the details of the lifting of restrictions on the sale and listing of shares are as follows:
Unit: shares
The sales restrictions held are lifted this time
No. full name of shareholders total number of shares restricted number of shares available for listing
1 Ji Xuewen 1560632415606324
