Citic Securities Company Limited(600030)
Verification opinions on the lifting of restrictions on the sale and listing and circulation of some issued shares before Bank Of Qingdao Co.Ltd(002948) initial public offering of a shares
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) serves as the continuous supervision organization for the initial public offering of A-Shares by Bank Of Qingdao Co.Ltd(002948) (hereinafter referred to as ” Bank Of Qingdao Co.Ltd(002948) ” or “company”), In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, We have verified that some of the shares issued before the initial public offering of Bank Of Qingdao Co.Ltd(002948) A shares have been released from restrictions and listed for circulation, and our verification opinions are as follows:
1、 Overview of issued shares before IPO of a shares
1. Initial public offering of a shares
According to the reply on approving Bank Of Qingdao Co.Ltd(002948) initial public offering of shares (zjxk [2018] No. 1727) of China Securities Regulatory Commission, Bank Of Qingdao Co.Ltd(002948) initial public offering of RMB common shares (A shares) 450977251 shares. According to the notice on the listing of Bank Of Qingdao Co.Ltd(002948) RMB common shares (SZS [2019] No. 26) of Shenzhen Stock Exchange, Bank Of Qingdao Co.Ltd(002948) was listed on Shenzhen Stock Exchange on January 16, 2019.
Before the initial public offering of a shares, Bank Of Qingdao Co.Ltd(002948) issued a total of 4058712749 shares; As of January 6, 2022, Bank Of Qingdao Co.Ltd(002948) shares totaled 4509690000, including 2746655020 RMB ordinary shares (A shares) listed domestically and 1763034980 foreign ordinary shares (H shares) listed overseas. A shares include 2141602419 shares with limited sales conditions and 605052601 shares with unlimited sales conditions. The shares issued before the IPO of A-Shares in circulation this time totaled 163128859 shares, accounting for 59.39% of the company’s A-Shares and 36.17% of the company’s total shares. The lock up period of the above shares is three years from the date when the company is listed and traded in Shenzhen Stock Exchange. The lock up period will expire and be listed and circulated on January 17, 2022.
2. Changes in the total shares of the company after the listing of a shares
From the listing of A-Shares to the date of issuance of this verification opinion, the company did not distribute stock dividends, did not convert capital reserve into share capital, and the total shares of the company did not change.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
1. Commitments made by shareholders applying for lifting the restrictions on the sale of shares
Before the issuance of the company’s a shares, Qingdao Guoxin Industrial Co., Ltd., a domestic shareholder holding more than 5% of the company’s total share capital, promised not to transfer or entrust others to manage the company’s shares held directly or indirectly before the issuance, nor to resell the above shares to the company within 36 months from the date of listing and trading of the company’s A-Shares on the stock exchange.
Before the issuance of a shares, Qingdao Haier air conditioning Electronics Co., Ltd., Haier Smart Home Co.Ltd(600690) (formerly known as Qingdao Haier Co., Ltd.), Qingdao Haier mould Co., Ltd., Qingdao Haier tooling development Co., Ltd., Qingdao manico Intelligent Technology Co., Ltd. (formerly known as Qingdao Haier Siasun Robot&Automation Co.Ltd(300024) ), Qingdao Haier air conditioner Corporation Qingdao Haier special electric freezer Co., Ltd. respectively promises not to transfer or entrust others to manage the company’s shares held directly or indirectly before the issuance of the company’s A-Shares within 36 months from the date when the company’s A-Shares are listed and traded on the stock exchange, Nor sell back the above shares to the company (except for the transfer between its company and its affiliates under the condition of complying with relevant laws and regulations and the transferee agrees to abide by the transferor’s share locking commitment).
Shandong SANLIYUAN economic and Trade Co., Ltd., Qingdao Hairen Investment Co., Ltd., Qingdao Jifa Group Co., Ltd., Shanghai Jiacheng Investment Management Co., Ltd., Guosen Securities Co.Ltd(002736) , Qingdao BEIMENG Industrial Co., Ltd., Qingjian Group Co., Ltd., Qingdao Xinhong Textile Group Co., Ltd., Beijing International Trust Co., Ltd., joint Venture Group Co., Ltd., Hundsun Technologies Inc(600570) Qingdao Kingking Applied Chemistry Co.Ltd(002094) respectively undertake not to transfer or entrust others to manage the company’s shares held directly or indirectly before the issuance of the company’s a shares, nor to resell the above shares to the company within 36 months from the date when the company’s A-Shares are listed and traded on the stock exchange.
Qingdao collective enterprise association promises not to transfer or entrust others to manage its 2829795 shares or sell back the above shares to the company within 36 months from the date when the company’s A-Shares are listed and traded on the stock exchange.
Before the issuance of the company’s a shares, the directors, supervisors and senior managers holding the company’s shares promise that they will not transfer or entrust others to manage the company’s shares within 36 months from the date of listing of the company, nor will the company repurchase such shares; After the expiration of the above-mentioned lock up period, he will also timely report the company’s shares and their changes to the company according to law. During his tenure, the shares transferred by means of centralized bidding, block trading and agreement transfer shall not exceed 15% of the total number of shares held by him, and the total number of shares transferred within 5 years shall not exceed the total number of shares held by him
50% of the total shares of the company will not be bought within 6 months after the sale or within 6 months after the purchase
Sell shares of the company. The company shall not transfer its shares within 6 months after leaving office. The above share locking commitment does not apply
Termination due to job change and resignation.
According to the provisions of the notice on regulating employee stock ownership in financial enterprises (CAI Jin [2010] No. 97),
Individuals holding more than 50000 internal employee shares shall, from the date when the company’s shares are listed and traded on the stock exchange,
The lock up period for share transfer shall not be less than 3 years. After the expiration of the lock up period, the number of shares that can be sold each year shall not exceed the holding period
15% of the total, and shall not exceed 50% of the total within 5 years.
After the company’s A-Shares are listed, the shareholders who have completed the share registration and custody procedures and applied for lifting the share restriction this time undertake
Nuo, from the date when the company’s A-share shares are listed and traded on the stock exchange to January 15, 2022 (inclusive),
Do not transfer the company’s shares held before the company’s initial public offering of a shares.
2. The shareholders applying for lifting the restrictions on the sale of shares do not violate the above provisions.
3. The shareholders applying for lifting the restrictions on the sale of shares do not occupy the listed funds of the company for non operating purposes,
The company also did not provide guarantee for it in violation of regulations.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares this time: Monday, January 17, 2022
2. The total number of restricted shares released this time is 163128859, accounting for 59.39% of the company’s a shares, accounting for
36.17% of the total shares of the company.
3. The number of shareholders applying for lifting the restrictions on the sale of shares this time is 167, including 22 corporate shareholders
145 natural person shareholders.
4. The shareholders applying for lifting the restrictions on the sale of shares and the specific conditions of listing and circulation are shown in the table below:
Unit: shares
The number of shares and serial numbers of the Pledged Shares released this time and the total number of shares restricted and judicial frozen
1 Qingdao Guoxin Industrial Co., Ltd. 503556341-
2 Qingdao Haier air conditioning Electronics Co., Ltd-
3 Shandong SANLIYUAN economic and Trade Co., Ltd. 152170000 152170000 151600000
4 Haier Smart Home Co.Ltd(600690) 145,297,405 145,297,405 –
5 Qingdao Hairen Investment Co., Ltd. 133910000-
6 Qingdao Jifa Group Co., Ltd-
7 Shanghai Jiacheng Investment Management Co., Ltd. 77276328 77276328 61276328
The number of shares and serial numbers of the Pledged Shares released this time and the total number of shares restricted and judicial frozen
8 Guosen Securities Co.Ltd(002736) 52,540,225 52,540,225 –
9 Qingdao BEIMENG Industrial Co., Ltd. 34682270 34682270 34682270
10 Qingjian Group Co., Ltd. 32121818 32121818 3156710
11 other 12 corporate shareholders 166040382 55 million
12 145 natural person shareholders 24065916 24065916-
Including: 7 directors, supervisors and senior managers, 1 3100301 3100301-
20763589 – 110 shareholders holding 50000 or more employee shares in total 2
28 other natural person shareholders 202026-
Total 163128859 334120308
Note:
1. In addition to complying with the company law of the people’s Republic of China and the securities law of the people’s Republic of China, China Securities Regulatory Commission
In addition to the regulations issued by the Commission, Shenzhen Stock Exchange and China Securities Depository and Clearing Co., Ltd., the directors and supervisors of the company
I. The senior management will continue to fulfill the following commitments after the share restriction is lifted: through centralized bidding and bulk trading every year
Transfer the company’s A-Shares by means of trading, agreement transfer, etc. the issued shares before listing do not exceed the total number of shares held by the company
15%, and the total number of shares transferred within 5 years shall not exceed 50% of the total number of shares held by them.
2. According to the provisions of the notice on regulating employee stock ownership in financial enterprises (CAI Jin [2010] No. 97), the
Individuals with more than 50000 employee shares of the Department will continue to fulfill the following commitments after the share restriction is lifted: public shares that can be sold every year
The issued shares before the listing of A-Shares of the company shall not exceed 15% of the total number of shares held by the company, and the shares transferred within 5 years
The total number of shares shall not exceed 50% of the total number of shares held by them.
3. The above table is the data after the market is closed on January 6, 2022.
4、 Statement of changes in share capital structure
Unit: shares
Change or increase of the project before the lifting of the ban (+, -) after the lifting of the ban
1、 Limited
