Winstech precision Holding Co, Ltd. (address: No. 180, Tianxin Road, Tangxia Town, Dongguan City)
Letter of intent for initial public offering
Sponsor (lead underwriter)
(registered address: 5-5, unit 1, building 3, international headquarters city, Liuwu New District, Lhasa)
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares to be issued this time shall not exceed 35.35 million shares, which shall not be less than 25% of the total share capital of the company after this issuance. This issuance will not arrange the public offering of shares by the original shareholders
The par value of each share is RMB 1.00
The issue price per share is [] yuan
Expected issue date: April 26, 2022
Shenzhen Stock Exchange to be listed
exchange
The total share capital after issuance shall not exceed 141.4 million shares
Xia Lurong, the controlling shareholder and actual controller of the company, and Dongguan Shengrong, the company's controlling shareholder, promise not to transfer or entrust others to manage the shares directly or indirectly held by the issuer before the public offering of shares within 36 months from the date of listing of the issuer's shares, nor will the issuer repurchase the shares directly or indirectly held by the issuer before the public offering of shares.
The company's shareholders Yang Guoqiang, yifuhe, Dongguan Juqi and Dongguan Zhongkun promise that they will not transfer or entrust others to manage the shares directly or indirectly held by them before the public offering of shares, nor will the issuer repurchase the shares directly or indirectly held by them before the public offering of shares.
The company's shareholders Sanzheng investment, Dongguan Kechuang, Nanfang industrial fund and Chongqing xinjiancheng promise not to transfer or entrust others to manage the shares directly or indirectly held by the issuer before the public offering of shares within 12 months from the date of listing of the issuer's shares, Nor will the issuer buy back the shares directly or indirectly held by the issuer that have been issued before the public offering of shares. Circulation restrictions. Within 36 months from the date when the shareholder obtains the shares of the issuer, he shall not transfer or entrust others to manage the shares issued before the public offering of the issuer directly or indirectly held by him, nor shall the issuer repurchase the shares issued before the public offering of the issuer directly or indirectly held by him.
Xia Lurong, Yang Guoqiang, sun Jiahong, Cai Lingli, Zhao Kefei, Luo Guilin, Gan Xinzhao, Chen Qingchun and Zou Jian, the directors, supervisors and senior managers who directly or indirectly hold the shares of the company, promise that after the expiration of the lock-in period, during their term of office as directors / supervisors / senior managers of the company and within six months after the expiration of their term of office, The shares transferred each year shall not exceed 25% of the total shares of the company held by them; He shall not transfer his shares of the company within six months after his resignation.
Xia Lurong, Yang Guoqiang, sun Jiahong, Cai Lingli, Zhao Kefei and Luo Guilin, the directors and senior managers who directly or indirectly hold the shares of the company, promise that if their shares are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price is lower than the issue price at the end of 6 months after the listing, the lock-in period of holding the company's shares will be automatically extended for at least 6 months (in case of ex right and ex dividend, the price will be adjusted accordingly).
Sponsor (lead underwriter Chinalin Securities Co.Ltd(002945)
(3) offer intention bookmark
Signed on: April 18th, 2022
Important statement
The issuer and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting agency shall ensure that the financial and accounting materials in the prospectus and its abstract are true and complete.
The sponsor promises to compensate the investors in advance for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer's initial public offering of shares.
Any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the issuer's shares or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the shares are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbroker, lawyer, accountant or other professional consultants.
Tips on major issues
The company specially reminds investors that before making investment decisions, they must carefully read the full text of the "risk factors" chapter of this prospectus, and pay special attention to the following major matters and corporate risks. 1、 Important commitments related to this offering
(I) share circulation restrictions and voluntary lock-in commitments
Xia Lurong, the controlling shareholder and actual controller of the company, and Dongguan Shengrong, the company's controlling shareholder, promise not to transfer or entrust others to manage the shares directly or indirectly held by the issuer before the public offering of shares within 36 months from the date of listing of the issuer's shares, nor will the issuer repurchase the shares directly or indirectly held by the issuer before the public offering of shares.
The company's shareholders Yang Guoqiang, yifuhe, Dongguan Juqi and Dongguan Zhongkun promise that they will not transfer or entrust others to manage the shares directly or indirectly held by them before the public offering of shares, nor will the issuer repurchase the shares directly or indirectly held by them before the public offering of shares.
The shareholders of the company, Sanzheng investment, Dongguan Kechuang, Nanfang industry and Chongqing xinjiancheng, promise not to transfer or entrust others to manage the shares directly or indirectly held by the issuer before the public offering of shares, nor to repurchase the shares directly or indirectly held by the issuer before the public offering of shares within 12 months from the date of listing of the issuer's shares. Within 36 months from the date when it obtains the shares of the issuer, it shall not transfer or entrust others to manage the shares directly or indirectly held by it that have been issued before the public offering of shares by the issuer, nor shall the issuer repurchase the shares directly or indirectly held by it that have been issued before the public offering of shares by the issuer.
Xia Lurong, Yang Guoqiang, sun Jiahong, Cai Lingli, Zhao Kefei, Luo Guilin, Gan Xinzhao, Chen Qingchun and Zou Jian, the directors, supervisors and senior managers who directly or indirectly hold the shares of the company, promise that after the expiration of the lock-in period, during their term of office as directors / supervisors / senior managers of the company and within six months after the expiration of their term of office, The shares transferred each year shall not exceed 25% of the total shares of the company held by them; He shall not transfer his shares of the company within six months after his resignation.
Xia Lurong, Yang Guoqiang, sun Jiahong, Cai Lingli, Zhao Kefei and Luo Guilin, the directors and senior managers who directly or indirectly hold the shares of the company, promise that if their shares are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price is lower than the issue price at the end of 6 months after the listing, the lock-in period of holding the company's shares will be automatically extended for at least 6 months (in case of ex right and ex dividend, the price will be adjusted accordingly).
(II) Shareholding intention and reduction intention of shareholders holding more than 5%
1. Commitments of natural person shareholders holding more than 5% of shares on shareholding intention and reduction intention
Xia Lurong and Yang Guoqiang, natural person shareholders holding more than 5% of the issuer's shares, promise:
(1) For the company's shares held before this public offering, I will strictly abide by the commitments made on the share restriction arrangement, and will not sell the company's shares held before this public offering during the restriction period. (2) If I reduce my shares within two years after the expiration of the lock up period, the number of shares reduced each year shall not exceed 20% of the total shares of the company I hold. The above commitments will not be waived due to my job change, resignation and other reasons in the issuer.
(3) I will make an announcement three trading days in advance before reducing my shareholding in the issuer; I guarantee that the reduction of the company's shares will strictly abide by the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange, and fulfill the obligation of information disclosure in a timely and accurate manner.
(4) If I violate the above commitments or the mandatory provisions of the law to reduce my holdings of the company's shares, I will be liable according to law.
2. Commitment of institutional shareholders holding more than 5% on shareholding intention and reduction intention
Yifuhe and Dongguan Shengrong, institutional shareholders holding more than 5% of the issuer, promise:
(1) For the company's shares held before the public offering, the enterprise will strictly abide by the commitments made on the share restriction arrangement, and will not sell the company's shares held before the public offering during the restriction period. (2) If the enterprise intends to reduce its shares after the expiration of the lock-in period, the price of the reduced shares shall be determined according to the secondary market price at that time, and will strictly abide by the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange, and fulfill the obligation of information disclosure in a timely and accurate manner. The company will make an announcement three trading days in advance before reducing the shares of the issuer. During the period when the enterprise holds more than 5% of the shares of the issuer, it will continue to abide by the commitment.
(3) If the enterprise violates the above commitments or the mandatory provisions of the law to reduce its shares, the enterprise will bear the responsibility according to law.
(III) pre plan and restrictive measures for stabilizing the company's share price after listing
In order to stabilize the company's share price and protect the interests of minority shareholders and investors, the company has formulated a plan for share price stability. The company, controlling shareholders, actual controllers, directors and senior managers have made relevant commitments on the plan.
1. Specific conditions for starting the plan
Within 3 years from the date of listing of the company's shares, if the closing price of the company's shares for 20 consecutive trading days (if ex rights and ex interests are carried out due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, corresponding adjustments shall be made in accordance with the relevant provisions of the stock exchange) is lower than the latest audited net assets per share of the company, it will be in accordance with the provisions of laws, regulations and the articles of association, On the premise that the ownership structure of the company will not meet the listing conditions, start the measures to stabilize the stock price.
2. Specific measures to stabilize the stock price
(1) Repurchase of shares by the company
The issuer promises that if the conditions for initiating the share price stabilization measures are ripe, the company will take the following measures to stabilize the company's share price in time: the company repurchases shares with its own funds, and the repurchase price shall not exceed the latest audited net asset value per share. The way of repurchasing shares is centralized bidding transaction, offer or other ways approved by the securities regulatory department; The company's single share repurchase fund shall not be less than 5 million yuan, and the single share repurchase shall not exceed 1% of the company's total share capital; The cumulative number of shares repurchased in a single fiscal year shall not exceed 2% of the total share capital of the company after issuance; The total amount of funds accumulated for share repurchase shall not exceed the total amount of funds raised by the company's initial public offering of new shares.
The resolution of the general meeting of shareholders of the company on the repurchase of shares shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting. The controlling shareholder and actual controller of the company promise to vote in favor of the repurchase with the shares they control at the general meeting of shareholders.
After the company announces the share repurchase plan, if the closing price of the company's shares exceeds the latest audited net asset value per share for five consecutive trading days, the company may make a resolution to terminate the share repurchase.
(2) Increase of controlling shareholders and actual controllers
The controlling shareholders and actual controllers of the company shall notify the company in writing and make an announcement on the specific plan of increasing their holdings of the company's shares (including the number range, price range, completion time and other information) within 10 trading days from the date of triggering the conditions for the start of the measures to stabilize the stock price.
Xia Lurong, the controlling shareholder and actual controller of the company, promises that the amount of funds used for increasing shares in a single time shall not be less than 20% of the accumulated cash dividends obtained from the company since the listing of the company; The funds used to increase shares in a single year shall not exceed 70% of the accumulated cash dividends obtained from the company since the company was listed; The price of increasing the shares of the company shall not exceed the audited net asset value per share in the latest period.
The increase of shares held by the controlling shareholders and actual controllers of the company shall be completed within 30 days after completing the procedures prescribed by laws and regulations.
(3) Increased holdings of non independent directors and senior managers who hold positions in the company and receive remuneration
Non independent directors and senior managers who hold posts in the company and receive remuneration shall notify the company in writing and announce their specific plans to increase their holdings of the company's shares (including the number range, price range, completion time and other information) within 10 trading days from the date of triggering the conditions for the start of the measures to stabilize the stock price.
The non independent directors and senior managers who have the obligation to increase their holdings promise that the funds used to increase their holdings of the company's shares shall not be less than 20% of the total after tax salary and after tax cash dividends received from the issuer in the previous fiscal year, and not more than 50% of the total after tax salary and after tax cash dividends received from the issuer in the previous fiscal year.
The company shall appoint new employees to work in the company and receive them within 3 years after the initial public offering and listing
