Securities code: 002945 securities abbreviation: Chinalin Securities Co.Ltd(002945) Announcement No.: 2022-001 Chinalin Securities Co.Ltd(002945)
Suggestive announcement on listing and circulation of issued shares before initial public offering
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The number of shares whose sales restrictions are lifted this time is 1945210911 shares, accounting for 72.0448% of the total share capital of Chinalin Securities Co.Ltd(002945) (hereinafter referred to as "the company" or " Chinalin Securities Co.Ltd(002945) ");
2. The listing and circulation date of the restricted shares is January 18, 2022;
3. Shenzhen Liye Group Co., Ltd. (hereinafter referred to as "Liye group") and Shenzhen xigma Computer Technology Co., Ltd. (hereinafter referred to as "xigma company") are the shareholders of the release of restricted shares, After the restrictions are lifted, Liye group and sigma company will consciously abide by their commitments on share reduction and the relevant provisions on share reduction in laws and regulations such as several provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies issued by CSRC and detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies issued by Shenzhen Stock Exchange.
1、 Overview of shares issued before IPO
With the approval of the reply on approving Chinalin Securities Co.Ltd(002945) initial public offering (zjxk [2018] No. 2010) issued by the China Securities Regulatory Commission on December 4, 2018, the company issued RMB common shares (A shares) to the public for the first time
270 million shares and listed on Shenzhen Stock Exchange on January 17, 2019.
Before the initial public offering, the total share capital of the company was 2430000000 shares. After the initial public offering, the total share capital of the company increased to 270000000 shares. From the listing of the company to the disclosure date of this announcement, the company has not distributed stock dividends or converted capital reserve into share capital, nor implemented share repurchase, which has no impact on the number of shares issued before the company's initial public offering. On January 21, 2020, the company's shareholder Shenzhen Yijing food and Beverage Co., Ltd. (hereinafter referred to as "Yijing company") issued 484789089 shares before the company's initial public offering, lifting the restrictions on the sale and listing of circulation, Yijing company voluntarily promised that "from January 17, 2020 (the date when the company's initial restricted shares are listed and circulated) to January 17, 2022, it will not reduce its shares in the company within 24 months". As of the disclosure date of this announcement, the total share capital of the company was 2700000000 shares. The number of shares issued before the initial public offering of this lifting of restrictions on sales was 1945210911 shares, accounting for 72.0448% of the total shares of the company. After this lifting of restrictions on sales, the company has no shares whose restrictions on sales have not been lifted. The details are as follows:
Name of shareholders number of shares to be lifted shareholding ratio
(shares) (%)
Shenzhen Liye Group Co., Ltd. 1740397076 64.4592
Shenzhen sigma Computer Technology Co., Ltd. 204813835 7.5857
Total 1945210911 72.0448
Note: 4 decimal places are reserved for the proportion in this table. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
2、 Implementation of commitments by shareholders applying for lifting share restrictions this time
(I) shareholders' commitment to apply for lifting the restrictions on the sale of shares this time
1. Share locking commitment before IPO
Prior to the initial public offering, the shareholders Liye group and sigma company promised that "during the following lock-in period, they will not transfer or entrust others to hold or manage the issuer's shares held before this offering, nor will the issuer acquire these shares. The actual lock-in period shall be implemented according to the principle of whichever is longer". The details are as follows:
According to the institutional supervision of China Securities Regulatory Commission, the new equity lock-in period commitment and the share lock-in period of voluntary commitment shall be determined in accordance with the company law and relevant regulations of the stock exchange
Shenzhen Liye group has been locked for 36 months since August 27, 2015 and 60 months since the limited company whose shares are listed on the stock exchange
Shenzhen Sigmar plans to lock the company's shares in Computer Technology Co., Ltd. listed on the stock exchange for 36 months from August 27, 2015
department
2. Commitment of shareholders' reduction intention before initial public offering
Liye group, a shareholder holding more than 5% of the company's shares, promised before the initial public offering: "the proportion of reduction of shares held by the company within two years after the expiration of the lock-in period shall not exceed Chinalin Securities Co.Ltd(002945) held by the company at the time of issuance and listing 25% of the total number of shares, and the reduction price shall not be lower than the issue price; In case of ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc. from the company's initial public offering to the date of the reduction announcement, the issue price shall be adjusted accordingly; 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 at the end of 6 months after the listing is lower than the issue price, the lock-in period of holding the company's shares will be automatically extended for at least 6 months. When the company reduces its holdings within two years after the expiration of the lock-in period, it will notify Chinalin Securities Co.Ltd(002945) and make an announcement three trading days in advance. The reduction of shares shall comply with the requirements of relevant laws and regulations and the rules of the stock exchange; The reduction methods include centralized bidding trading in the secondary market, block trading, agreement transfer and other legal methods recognized by the stock exchange; The period of share reduction shall be within six months (including the expiration date of six months) after the announcement of the share reduction plan. After the expiration of the share reduction period, if it plans to continue to reduce its shares, it shall perform the reduction announcement again in accordance with the above arrangements. "
Sigma company, a shareholder holding more than 5% of the company, promised before the initial public offering: "the company holds Chinalin Securities Co.Ltd(002945) 25% of the total number of shares, and the reduction price shall not be lower than the issue price; In case of ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc. from the company's initial public offering to the date of the reduction announcement, the issue price shall be adjusted accordingly; 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 at the end of 6 months after the listing is lower than the issue price, the lock-in period of holding the company's shares will be automatically extended for at least 6 months.
When the company reduces its holdings within two years after the expiration of the lock-in period, it will notify Chinalin Securities Co.Ltd(002945) and make an announcement three trading days in advance. The reduction of shares shall comply with the requirements of relevant laws and regulations and the rules of the stock exchange; The reduction methods include centralized bidding trading in the secondary market, block trading, agreement transfer and other legal methods recognized by the stock exchange; The period of share reduction shall be within six months (including the expiration date of six months) after the announcement of the share reduction plan. After the expiration of the share reduction period, if it plans to continue to reduce its shares, it shall perform the reduction announcement again in accordance with the above arrangements. "
(II) the commitments made by the above shareholders in the prospectus are consistent with those made in the listing announcement.
(III) the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments.
(IV) within 6 months after the listing of the company, the closing price of the company's shares for 20 consecutive trading days is not lower than the issue price, and the closing price is not lower than the issue price at the end of 6 months after the listing. There is no situation that the stock lock-in period needs to be extended, and the lock-in period of the shares held by the above shareholders has expired.
(V) the shareholders applying for lifting the restrictions on the sale of shares do not occupy the funds of the listed company for non-profit, and the company does not provide any illegal guarantee for them.
3、 Listing and circulation arrangement of restricted shares
(I) the listing and circulation date of the restricted shares is January 18, 2022.
(II) the total number of restricted shares released this time is 1945210911 shares, accounting for% of the total share capital of the company
72.0448%。
(III) the number of shareholders applying for lifting the restrictions on the sale of shares is 2.
(IV) the details of the lifting of restrictions on the sale and listing of shares are as follows:
The total number of restricted shares held this time is the number of shares held. Is there any pledge or freezing
Shenzhen Liye Group Co., Ltd. 1740397076 no
company
Shenzhen sigma computer 204813835 no
Technology Co., Ltd
4、 Changes in share capital structure
The changes in the company's share capital structure after the lifting of restrictions on the sale and listing of shares are as follows:
Number of shares changed before and after this change
Share type
Proportion of number of shares (shares) (%) increase (shares) decrease (shares) proportion of number of shares (shares) (%)
1、 Sales restriction 1945210911 72.0448 - 1945210911 --
Piece shares
2、 Unlimited sales clause 754789089 27.9552 1945210911 - 2700000000 100.0000 shares
3、 Total number of shares 2700000000 100.0000 -- 2700000000 100.0000
5、 Verification opinions of the recommendation institution
After verification, the sponsor China Merchants Securities Co.Ltd(600999) believes that "the listing and circulation of the company's restricted shares complies with the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board" And other relevant laws, regulations and normative documents; The number of restricted shares lifted and the listing and circulation time of the company's restricted shares meet the requirements of relevant laws and regulations; The shareholders who lifted the restrictions on the sale of shares strictly fulfilled the commitments made by the company when it issued shares for the first time and was listed. As of the date of issuance of this verification opinion, the information disclosure made by the company on the release of restricted shares and listing in circulation is true, accurate and complete, and the sponsor has no objection to the application for Chinalin Securities Co.Ltd(002945) the release of restricted shares and listing in circulation. "
6、 Documents for future reference
1. Application for listing and circulation of restricted shares of the company;
2. Application form for listing and circulation of restricted shares of the company;
3. List of the company's share capital structure and list of restricted shares;
4. Verification opinions issued by the recommendation institution.
It is hereby announced.
Chinalin Securities Co.Ltd(002945) board of directors January 17, 2002
