Citic Securities Company Limited(600030)
About Shandong Yuma Sun-Shading Technology Corp.Ltd(300993)
Before the initial public offering, some of the issued shares were released from the restriction on sale and listed for circulation
Verification opinions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) (hereinafter referred to as ” Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) ” and “company”) for initial public offering and listing on GEM, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation 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 the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 13 – recommendation business, The company has verified the lifting of restrictions on the sale and listing and circulation of some of the issued shares before the company’s initial public offering. The details are as follows:
1、 Overview of initial public offering
With the approval of registration of Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) initial public offering (zjxk [2021] No. 880) issued by China Securities Regulatory Commission, the company issued 32920000 RMB common shares (A shares) for the first time and was listed on the gem of Shenzhen Stock Exchange on May 24, 2021. The total share capital before the initial public offering was 98760000 shares. After the initial public offering, the total share capital of the company was 131680000 shares, including 100456682 shares with limited sales conditions, accounting for 762885% of the total share capital of the company, and 312223318 shares with unlimited sales conditions, accounting for 237115% of the total share capital of the company. The restricted shares listed and circulated this time belong to some shares issued before the initial public offering, and the restricted sale period of these shares is 12 months from the date of the company’s initial public offering and listing. A total of 10 shareholders have been lifted this time, and the number of shares is 11160000, accounting for 8.4751% of the total share capital of the company. For details, see the announcement on Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) initial public offering and listing on GEM disclosed by the company on cninfo.com on May 21, 2021. This part of restricted shares will be listed and circulated from May 24, 2022. After some of the restricted shares issued before the IPO are listed and circulated, there are 87 Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares remaining, accounting for 665249% of the total share capital of the company.
Since the formation of restricted shares in the company’s initial public offering, the company has not experienced any change in the number of share capital due to profit distribution, conversion of provident fund, etc.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
(I) commitments made by shareholders applying for lifting the restrictions on the sale of shares
The shareholders applying for lifting the share restriction are Beijing Zhiming Haojin Investment Management Co., Ltd. – Ningbo Meishan bonded port Haojin Zhitong equity investment partnership (limited partnership) (hereinafter referred to as “Haojin Zhitong”), Beijing Zhiming Haojin Investment Management Co., Ltd. – Ganzhou Haojin Zhixin equity investment center (limited partnership) (hereinafter referred to as “Haojin Zhixin”) Qingdao Yonghe Jinfeng Group Co., Ltd. (hereinafter referred to as “Yonghe Jinfeng”), Li Qizhong, Guo Xingping, Yang Jinyu, Liang Jinhuan, fan Yingjie, Ji Ronggang and Liu Xiaowei, with a total of 10 shareholders. After verification of the prospectus of Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) initial public offering and listing on the gem and the announcement of Shandong Yuma Sun-Shading Technology Corp.Ltd(300993) initial public offering and listing on the gem, the commitments made by the shareholders applying for lifting the restrictions on the sale of shares are as follows:
1. Commitment on share restriction arrangement, voluntary lock-in of shares and extension of lock-in period
(1) Commitments made by the company’s shareholders Haojin to Tong and Haojin to the letter
“Within 12 months from the date of listing of the company’s shares (hereinafter referred to as the” lock-in period “), the company will not transfer or entrust others to manage the company’s shares directly and / or indirectly held by the enterprise before this offering, nor will the company repurchase the shares issued before the public offering of the company’s shares directly and / or indirectly held by the enterprise.
If the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities change the restrictive provisions on the transfer of shares of listed companies by shareholders holding more than 5% of the total shares of GEM listed companies, the enterprise will perform the share locking obligation in accordance with the changed provisions.
After the expiration of the above lock-in period, the relevant share transfer and transaction shall be carried out in accordance with the laws and regulations in force at that time, the relevant provisions, rules and requirements of the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities. ” (2) Commitments of directors, supervisors and senior managers holding shares of the company
1) Commitments of directors and senior managers directly holding shares of the company: Ji Ronggang, Yang Jinyu, Guo Xingping and Liang Jinhuan
“(1) within 12 months from the date of listing of the company’s shares (hereinafter referred to as the” lock-in period “), the company will not transfer or entrust others to manage the company’s shares directly and / or indirectly held by me before this offering, nor will the company repurchase the shares issued before the public offering of the company’s shares directly and / or indirectly held by me.
(2) From the date of listing of the company’s shares, if the company’s shares held by me are reduced within 2 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 (November 24, 2021, non trading days will be postponed), the lock-in period of the shares issued before the initial public offering of the company will be automatically extended for 6 months. During the extended lock up period, I will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by me, nor propose that the company repurchase such shares. The above issue price refers to the issue price of the company’s initial public offering of shares. If the company has ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion of share capital, issuance of new shares or allotment of shares during the above period, the above price will be adjusted accordingly.
(3) After the expiration of the aforesaid lock up period, during the period when I am a director / Senior Manager of the company, the shares of the company I transfer each year shall not exceed 25% of the total shares of the company I hold.
Those who leave before the expiration of their term of office shall abide by the following restrictive provisions within the term of office determined when they take office and within 6 months after the expiration of their term of office: (1) the shares of the company transferred each year shall not exceed 25% of the total shares of the company they hold; (2) I will not transfer my shares in the company within 6 months from the date of my resignation; (3) Other provisions of laws, administrative regulations, departmental rules, normative documents and the business rules of the stock exchange on the transfer of directors, supervisors and senior managers’ shares.
I promise that I will not give up fulfilling the above commitments due to job change, resignation and other reasons.
If the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities change the restrictive provisions on the transfer of shares of listed companies by directors, supervisors or senior managers of GEM listed companies, I will perform the obligation of share locking in accordance with the changed provisions.
After the expiration of the period of validity of the above-mentioned laws and regulations of the Shenzhen Stock Exchange and the relevant securities regulatory commission, the transfer of shares shall be implemented in accordance with the relevant laws and regulations of the Shenzhen Stock Exchange. “
2) Commitment of supervisor Li Qizhong who directly or indirectly holds shares of the company
“(1) within 12 months from the date of listing of the company’s shares (hereinafter referred to as the” lock-in period “), the company will not transfer or entrust others to manage the company’s shares directly and / or indirectly held by me before this offering, nor will the company repurchase the shares issued before the public offering of the company’s shares directly and / or indirectly held by me.
(2) After the expiration of the aforesaid lock-in period, during the period when I am the supervisor of the company, the shares of the company transferred by me each year shall not exceed 25% of the total shares of the company held by me.
Those who leave before the expiration of their term of office shall abide by the following restrictive provisions within the term of office determined when they take office and within 6 months after the expiration of their term of office: (1) the shares of the company transferred each year shall not exceed 25% of the total shares of the company they hold; (1) I will not transfer my shares in the company within 6 months from the date of my resignation; (3) Other provisions of laws, administrative regulations, departmental rules, normative documents and the business rules of the stock exchange on the transfer of directors, supervisors and senior managers’ shares.
I promise that I will not give up fulfilling the above commitments due to job change, resignation and other reasons.
If the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities change the restrictive provisions on the transfer of shares of listed companies by supervisors of GEM listed companies, I will perform the obligation of share locking in accordance with the changed provisions.
After the expiration of the period of validity of the above-mentioned laws and regulations of the Shenzhen Stock Exchange and the relevant securities regulatory commission, the transfer of shares shall be implemented in accordance with the relevant laws and regulations of the Shenzhen Stock Exchange. “
(3) Commitments of other shareholders holding shares of the company
Commitments of shareholders holding shares of the company, Yonghe Jinfeng, fan Yingjie and Liu Xiaowei:
“Within 12 months from the date of listing of the company’s shares (hereinafter referred to as the” lock-in period “), the company will not transfer or entrust others to manage the company’s shares directly and / or indirectly held by the enterprise / myself before this offering, nor will the company repurchase the shares issued before the public offering of the company’s shares directly and / or indirectly held by the enterprise / myself.
If the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities change the restrictive provisions on the shares issued before the transfer of public offering shares by the shareholders of GEM listed companies, the enterprise / I will perform the share locking obligation in accordance with the changed provisions.
After the expiration of the above lock-in period, the relevant share transfer and transaction shall be carried out in accordance with the laws and regulations in force at that time, the relevant provisions, rules and requirements of the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities. ” 2. Haojin Zhitong and Haojin wrote a letter about the commitment of shareholding intention and reduction intention
“1. The company continues to be optimistic about the development prospect of the company and is willing to hold the company’s shares for a long time; the company will strictly abide by the stock restriction arrangement and voluntary lock-in commitment of the company’s shares.
2. After the expiration of the lock-in period of the company’s shares held by the enterprise, if the enterprise intends to reduce its shares, it will carefully formulate the reduction plan on the premise of strictly abiding by the laws and regulations and the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, and gradually reduce its shares through the trading methods allowed by the laws, regulations and normative documents.
3. If the company reduces its shares, it shall make an announcement three trading days in advance, and perform the obligations of notification, filing and information disclosure in a timely and accurate manner in accordance with the provisions of laws, regulations and normative documents. Within two years after the expiration of the lock-in period of the company’s shares held by the enterprise, if the enterprise intends to reduce its shares, it will reduce its shares by means of centralized bidding, block trading, agreement transfer, etc., and the reduction price shall not be lower than the audited net asset value per share of the previous year before the listing of the company.
4. Since the number of shares of the company held by the enterprise and its persons acting in concert is less than 5% of the total share capital of the company, the enterprise may no longer abide by the above commitments.
5. If the above commitments are not fulfilled, the enterprise agrees to turn over the proceeds (if any) obtained from the sale of shares in violation of the commitments to the company.
If the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities change the restrictive provisions on the transfer of shares of listed companies by controlling shareholders, actual controllers and shareholders holding more than 5% shares of GEM listed companies, the enterprise will perform corresponding obligations in accordance with the changed provisions. “
(II) implementation of commitments by shareholders applying for lifting share restrictions this time
As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments, and there is no violation of the above commitments.
(III) as of the date of issuance of this verification opinion, none of the shareholders who applied for lifting the share restriction had occupied the company’s funds for non-profit, and the company had no illegal guarantee for the above shareholders.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is Tuesday, May 24, 2022.
2. The total number of Shares applied for lifting the restrictions on sale this time is 11160000, accounting for 8.4751% of the total share capital of the company.
3. A total of 10 shareholders lifted the restrictions on sales this time.
4. The details of the application for lifting the restricted shares are as follows:
No. name of shareholder total number of restricted shares (shares) number of restricted shares (shares) lifted this time remarks
1 Haojin Zhitong 3330000
2 Haojin sent a letter to 3330000
3 Yonghe Jinfeng 2100000
4 Li Qizhong 1000000 note ②
5 guoxingping Shanghai Pudong Development Bank Co.Ltd(600000) note ②
6 Yang Jinyu 200000 note ②
7 Liang Jinhuan 200000 note ②
8 Ji Ronggang 100000 note ②
9 fan Yingjie 200000
10 Liu Xiaowei 10
