Northeast Securities Co.Ltd(000686)
About Beijing Yjk Building Software Co.Ltd(300935)
Verification opinions on the listing and circulation of issued shares before initial public offering
Northeast Securities Co.Ltd(000686) (hereinafter referred to as ” Northeast Securities Co.Ltd(000686) ” or “sponsor”) is the sponsor of Beijing Yjk Building Software Co.Ltd(300935) (hereinafter referred to as ” Beijing Yjk Building Software Co.Ltd(300935) ” or “company”) for initial public offering and listing on GEM, According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the listing and circulation of issued shares before the initial public offering of Beijing Yjk Building Software Co.Ltd(300935) has been verified. The specific verification results are as follows:
1、 Overview of shares issued before IPO
With the approval of China Securities Regulatory Commission on Approving the registration of Beijing Yjk Building Software Co.Ltd(300935) initial public offering shares (zjxk [2020] No. 3664), the company issued 14130000 RMB common shares (A shares) for the first time and was listed on the gem of Shenzhen Stock Exchange on January 20, 2021. The total share capital of the company before the initial public offering was 42375000 shares and after the initial public offering was 56505000 shares. As of the date of issuance of this verification opinion, the total share capital of the company is 56505000 shares, of which 42375000 shares have not been lifted, accounting for 74.99% of the total share capital of the company.
From the date of listing to the date of issuance of this verification opinion, the company has not changed its shares due to additional share issuance, repurchase and cancellation, distribution of stock dividends or conversion of capital reserve into share capital.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
A total of 77 shareholders applied for lifting the restrictions on the sale of shares. The commitments made by the above shareholders in the company’s prospectus for initial public offering and listing on the gem and the announcement on initial public offering and listing on the gem are consistent. The specific circumstances are as follows:
1. Li Minggao and Chen Pu, the directors and he Qiuju and Liu haiqian, the senior managers of the company, promise:
(1) Within 12 months from the date of listing of the company’s shares, 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 will the company repurchase such shares.
(2) 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’s shares (in case of ex rights and ex dividend, the issue price shall be adjusted accordingly, the same below), or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company’s shares held by me shall be automatically extended for 6 months. (3) If all the shares of the company directly or indirectly held by me are reduced within two years after the expiration of the above lock-in period, the reduction price shall not be lower than the issuance price of this issuance.
(4) In addition to the lock-in period mentioned above, during the period when I am a director, supervisor or senior manager of the company, I will report to the company the company’s shares held by me and their changes, and the shares transferred each year shall not exceed 25% of the total number of shares of the company directly or indirectly held by me; I will not transfer my direct or indirect shares of the company within 6 months after my resignation. If I declare my resignation within 6 months from the date of listing of the company’s initial public offering, I will not transfer the company’s shares directly or indirectly held by me within 18 months from the date of reporting my resignation; If the employee applies for resignation from the 7th month to the 12th month from the date of IPO listing, the company’s shares directly or indirectly held by him shall not be transferred within 12 months from the date of application for resignation.
(5) I will reduce my shares in accordance with laws and regulations, the relevant provisions of the CSRC and the stock exchange on the reduction of shares held by shareholders of listed companies (including but not limited to several provisions on the reduction of shares held by shareholders of listed companies, directors, supervisors and senior executives, etc.). If there are new provisions in relevant laws and regulations, normative documents or the CSRC and Stock Exchange on the reduction of shareholders’ shares, I will carefully abide by the relevant provisions.
(6) I will not give up fulfilling the above commitments due to job change, resignation and other reasons.
2. The company’s supervisors Liang Bo, Li Baosheng and Han Yanwei promise:
(1) Within 12 months from the date of listing of the company’s shares, I will not transfer or entrust others to manage the shares directly or indirectly held by me that have been issued before the company’s initial public offering, nor will the company repurchase such shares.
(2) In addition to the lock-in period mentioned above, during the period when I am a director, supervisor or senior manager of the company, I will report to the company the company’s shares held by me and their changes, and the shares transferred each year shall not exceed 25% of the total number of shares of the company directly or indirectly held by me; I will not transfer my direct or indirect shares of the company within 6 months after my resignation. If I declare my resignation within 6 months from the date of listing of the company’s initial public offering, I will not transfer the company’s shares directly or indirectly held by me within 18 months from the date of reporting my resignation; If the employee applies for resignation from the 7th month to the 12th month from the date of IPO listing, the company’s shares directly or indirectly held by him shall not be transferred within 12 months from the date of application for resignation.
(3) I will reduce my shares in accordance with laws and regulations, the relevant provisions of the CSRC and the stock exchange on the reduction of shares held by shareholders of listed companies (including but not limited to several provisions on the reduction of shares held by shareholders of listed companies, directors, supervisors and senior executives, etc.). If there are new provisions in relevant laws and regulations, normative documents or the CSRC and Stock Exchange on the reduction of shareholders’ shares, I will carefully abide by the relevant provisions.
(4) I will not give up fulfilling the above commitments due to job change, resignation and other reasons.
3. In addition to the above personnel, 70 other natural person shareholders of the company promise:
(1) Within 12 months from the date of listing of the company’s shares, 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 will the company repurchase such shares.
(2) I will reduce my shares in accordance with laws and regulations, the relevant provisions of the CSRC and the stock exchange on the reduction of shares held by shareholders of listed companies (including but not limited to several provisions on the reduction of shares held by shareholders of listed companies, directors, supervisors and senior executives, etc.). If there are new provisions in relevant laws and regulations, normative documents or the CSRC and Stock Exchange on the reduction of shareholders’ shares, I will carefully abide by the relevant provisions.
In addition to the above commitments, the shareholders applying for lifting the restrictions on the sale of shares have no other additional commitments.
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 during the restriction period, and there is no situation that the non performance of relevant commitments affects the listing and circulation of the restricted shares. None of the shareholders applying for lifting the share restriction this time has occupied the company’s funds for non-profit, and the company has 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 Thursday, January 20, 2022.
2. The number of restricted shares released this time is 16801220 shares, accounting for 29.73% of the total share capital of the company; The actual number of tradable shares is 14093060, accounting for 24.94% of the total share capital of the company.
3. The total number of shareholders applying for lifting the restrictions on the sale of shares is 77.
4. The details of the lifting of restrictions on the sale and listing of shares are as follows:
No. name of shareholder total number of restricted shares this time no. of restricted shares this time no. of shares actually available for listing remarks (shares) (shares) No. of shares (shares)
1 Li Minggao 2175680 543920 note 1
2 Jia Xiaodong 2175420 2175420 2175420
3 Huang Xin 1305200 1305200 1305200
4 Chen Pu 870220 870220 217555 note 1
5 Li Weiguang 542080 542080 542080
6 Wang xianlei 542080 542080 542080
7 Tan Xifeng 522080 522080 522080
8 Liang Wenlin 522080 522080 522080
9 Dong Zhizhi 434980 434980 434980
10 Dai Yong 407560 407560 407560
11 Yu Fangfang 400000 400000
12 Li Fengduo 391560 391560 391560
13 Wang Jianfeng 391560 391560 391560
14 Peng Ming 390000 390000 390000
15 Yang Lingling 390000 390000 390000
16 Xu Haiyang 390000 390000 390000
17 Liu Lianmin 348140 348140 348140
18 Zhang Xiuli 304460 304460 304460
19 Wu Chunlin 300000 300000
20 Chen LingHong 290000 290000 290000
21 Liang Bo 271040 271040 67760 note 1
22 Chen Bin 217620 217620 217620
No. name of shareholder total number of restricted shares this time no. of restricted shares this time no. of shares actually available for listing remarks (shares) (shares) No. of shares (shares)
23 sun Jianli 217620 217620 217620
24 Li Baosheng 213940 53485 note 1
25 Liang qianmin 200000 200000 200000
26 Wang Xiaojun 195000 195000 195000
27 Cai Peng 193940 193940 193940
28 Zhang Fulong 178940 178940 178940
29 Chen yepeng 173940 173940 173940
30 Ren Yanxiang 173940 173940 173940
31 Zhang Ji 122680 122680
32 Guo Liyun 118680 118680
33 Li Guangjin 108680 108680
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