Everbright Securities Company Limited(601788)
About Polyrocks Chemical Co.Ltd(688669)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” and “sponsor”) as a sponsor of Polyrocks Chemical Co.Ltd(688669) (hereinafter referred to as ” Polyrocks Chemical Co.Ltd(688669) ” and “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange In accordance with the requirements of laws, regulations and normative documents such as the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the market circulation of some restricted shares in the initial public offering of Polyrocks Chemical Co.Ltd(688669) has been carefully and prudently verified. The verification results are as follows:
1、 Types of restricted shares traded in this listing
According to the reply on Approving the registration of Polyrocks Chemical Co.Ltd(688669) initial public offering issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2020] No. 3569), the company was approved to publicly issue 2333334 RMB ordinary shares to the public and was listed on the science and Innovation Board of Shanghai Stock Exchange on January 25, 2021.
Before the initial public offering, the total share capital of the company was 70000000 shares, and after the issuance, the total share capital was 93333334 shares, including 74308133 shares with limited sales conditions and 19025201 shares with unlimited sales conditions. The company’s initial public offering of 883395 restricted shares placed offline has been listed and circulated since July 26, 2021.
The restricted shares listed and circulated this time are restricted shares issued by the company in the initial public offering and restricted shares placed strategically. The restricted period is 12 months from the date when the shares first issued by the company are listed on the science and Innovation Board of Shanghai Stock Exchange. The details are as follows:
1. 21 shareholders involved in the company’s initial public offering of restricted shares, with the corresponding number of shares of 22993750, accounting for 24.64% of the total share capital of the company.
2. One shareholder involved in the company’s initial public offering of strategic placement restricted shares, an employee of Guangzheng asset management Polyrocks Chemical Co.Ltd(688669) , participated in the science and Innovation Board strategic placement collective asset management plan (hereinafter referred to as “Jushi asset management plan”), with a corresponding number of 23333333 shares, accounting for 2.50% of the total share capital of the company.
The total number of shareholders of the above restricted shares is 22, and the corresponding number of shares is 25327083, accounting for the company. It will be listed and circulated from January 25, 2022.
2、 Changes in the number of share capital of the company since the formation of restricted shares listed and circulated this time
The restricted shares listed and circulated this time belong to some restricted shares and strategic placement shares issued in the initial public offering. Since the formation of restricted shares issued in the initial public offering of the company, the company has not changed the number of share capital due to profit distribution and conversion of accumulation fund.
3、 Relevant commitments of restricted shares circulating in this listing
According to the company’s prospectus for initial public offering and listing on the science and innovation board, the commitments of the shareholders applying for lifting the restrictions on the sale of shares on the listing and circulation of the restricted shares held by them are as follows:
(I) National Kaide commitment of shareholders holding more than 5% shares:
1. The commitments on the circulation restrictions and voluntary lock-in of shares held by shareholders before this issuance are as follows: (1) within 12 months from the date of listing of shares, the company will not transfer or entrust others to manage the shares of the company directly or indirectly held by them, nor will the company repurchase such shares;
(2) If the CSRC and / or the Shanghai Stock Exchange and other regulatory authorities have further provisions on the above share lock-in period arrangement, the unit agrees to revise and implement the above lock-in period arrangement in accordance with the provisions of the regulatory authorities.
2. Commitments on shareholders’ shareholding and reduction intention are as follows:
(1) If the unit plans to reduce its holdings after the expiration of the lock-in period of the company’s shares, it will carefully abide by the relevant provisions of the company law, the securities law, the CSRC and the stock exchange on the reduction of shareholders’ holdings, carefully formulate the stock reduction plan in combination with the needs of the company’s stable stock price, operation and capital operation, and gradually reduce its holdings after the expiration of the lock-in period of shares;
(2) Reduction price: the reduction price will be determined according to the market price or block transaction at the time of reduction; (3) Reduction method: the reduction of the company’s shares by the unit shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading method of the exchange, block trading method, agreement transfer method, etc;
(4) When the unit implements the reduction, if it reduces its shares through the centralized competitive trading of the stock exchange, it shall file the reduction plan with the Shanghai Stock Exchange 15 trading days before the first sale and make an announcement. If it reduces its shares by other means, it shall make an announcement three trading days in advance;
(5) After the issuance of this commitment, in case of any inconsistency between the new laws, regulations, normative documents of CSRC and Shanghai Stock Exchange and the content of this commitment, the new laws, regulations, normative documents of CSRC and Shanghai Stock Exchange shall prevail.
(II) Yang Zhigao, Deng Sanhong and Yu Feiyue, the shareholders indirectly holding the issuer’s shares, promise:
1. Within 36 months from the date of listing of the company’s shares, the company shall not transfer or entrust others to manage the shares issued before the public offering of the company indirectly held by itself through Qingyuan Jufu investment management enterprise (limited partnership), nor shall the company repurchase such shares;
2. In case of any increase or decrease of the company’s shares according to law in the future, I will carry out the corresponding increase or decrease of the company’s shares in strict accordance with the provisions of relevant laws, regulations and normative documents issued by the competent departments such as the securities regulatory authority, self regulatory institutions and stock exchanges, and timely perform the relevant information disclosure obligations.
(III) commitments of other shareholders with shareholding ratio less than 5%:
1. Within 12 months from the date of listing, the company shall not transfer or entrust others to manage the company’s shares directly or indirectly held by it, nor shall the company repurchase such shares;
2. If the CSRC and / or Shanghai Stock Exchange and other regulatory authorities have further provisions on the above share lock-in period arrangement, the unit agrees to revise and implement the above lock-in period arrangement in accordance with the provisions of the regulatory authorities.
(IV) Wu Yang and Zhou Kan, the directors and senior managers who directly or indirectly hold the shares of the issuer, promise: 1. They will not transfer the shares of the initial public offering company directly or indirectly held by themselves in any way within 12 months from the date of listing of the company’s shares; During his term of office, the annual transfer of shares shall not exceed 25% of the total number of shares of the company directly and indirectly held by him; I will not transfer my direct and indirect shares in any way within six months after leaving office.
2. Within 4 years from the date of expiration of the restriction on the sale of shares held before the initial issuance and listing, the annual transfer of pre IPO shares of the company shall not exceed 25% of the total number of pre IPO shares held by the company at the time of listing, and the reduction proportion can be used cumulatively.
3. If the shares directly or indirectly held by me are reduced within two years after the expiration of the lock up 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 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 6 months.
The above issue price refers to the issue price of the company’s initial public offering of shares. If the company carries out ex rights and ex interests due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons after listing, it shall be treated as ex rights and ex interests in accordance with the relevant provisions of the CSRC and the stock exchange.
4. At the same time, I will abide by the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shanghai Stock Exchange and other relevant provisions of Shanghai Stock Exchange.
The above commitments are irrevocable. I will not refuse to fulfill the above commitments due to job change, resignation and other reasons.
(V) supervisors Li Shimei, Cai Zhiyong and Liao Huali, who directly or indirectly hold the shares of the issuer, promise: 1. They will not transfer their shares of the initial public offering company in any way within 12 months from the date of listing of the company’s shares; During his term of office, the annual transfer of shares shall not exceed 25% of the total shares of the company held by him; I will not transfer my shares in any way within six months of resignation.
2. At the same time, I will abide by the relevant laws, regulations and other relevant provisions of normative documents issued by the competent departments such as securities regulatory institutions, self regulatory institutions and stock exchanges.
The above commitments are irrevocable. I will not refuse to fulfill the above commitments due to job change, resignation and other reasons.
(VI) the issuer’s core technical personnel Chen Zhizhao, Gong Wenxing, Xie Sizheng, Zhu Hongfang and Li Lingyu promise: 1. Not to transfer or entrust others to manage the shares of the initial public offering company directly or indirectly held by themselves within 12 months from the date of the company’s issuance and listing and within 6 months after resignation; Within 4 years from the date of expiration of the restriction on the sale of shares held before the initial issuance and listing, the annual transfer of pre IPO shares of the company shall not exceed 25% of the total number of pre IPO shares held by the company at the time of listing, and the reduction proportion can be used cumulatively.
2. At the same time, I will abide by the relevant laws, regulations and other relevant provisions of normative documents issued by the competent departments such as securities regulatory institutions, self regulatory institutions and stock exchanges.
(VII) commitments related to strategic placement
The sales restriction period of the shares allocated to Guangzheng asset management Polyrocks Chemical Co.Ltd(688669) employees participating in the strategic placement collective asset management plan of the science and innovation board is 12 months, and the sales restriction period starts from the date of the company’s initial public offering and listing on the science and innovation board.
In addition to the above commitments, the shareholders of restricted shares applying for listing and circulation have no other special commitments.
As of the disclosure date of this announcement, the shareholders of restricted shares applying for listing and circulation have strictly fulfilled the corresponding commitments, and there is no situation that the non performance of relevant commitments affects the listing and circulation of restricted shares.
4、 Restricted shares circulating in this listing
(I) the total number of restricted shares traded in this listing is 25028956, accounting for 26.82% of the total share capital of the company, and the restricted period is 12 months.
(II) the listing and circulation date is January 25, 2022.
(III) listing and circulation list of restricted shares
Holding restricted shares holding restricted share capital no. of remaining restricted shares circulating in the secondary listing number of shareholders (shares) in the total number of shares (shares) of the company (shares)
1 Guangdong National Kaide technology entrepreneurship 4.9 million 5.25% – investment enterprise (limited partnership)
2 Qingyuan juchuang Technology Investment Co., Ltd
Guangzheng asset management Polyrocks Chemical Co.Ltd(688669) staff
3. Participate in the strategic placement set of science and innovation board 2333333 2.50% – joint asset management plan
Shenzhen baochuang win-win industrial investment
4. Fund partnership (2.20% limited partnership)
5 Sino Thai venture capital (Shenzhen) has 2037500 2.18% limited companies
6 Qingyuan Jufu investment management enterprise 1511250 1.62% 1282500 228750 (limited partnership)
7 Zhanjiang Zhongguang Venture Capital Co., Ltd. 1500000 1.61% – 1500000
8 Anning 1400000 1.50% 1400000-
9. Jinfu property, Shunde District, Foshan City has 1350000 1.45% limited liability company
Guangdong baochuang win-win Kechuang equity
10. Investment partnership (1.29% limited partnership)
11 Guangzhou zhongguangyuan business venture capital 1150000 1.23% 1150000 – Partnership (limited partnership)
12 Tian Jingren 1062500 1.14%-
13 sun Hongxia 1000000 1.07% 1000000-
14 Beijing Derun Jiasheng Investment Management Center (limited partnership)
15 Guangzhou Panyu Industrial Investment Co., Ltd. 200000 0.21% 200000 – company
16 Xi minhao 170000 0.18%-
17 Chen Ruibin 153750 0.16%-
18 Zheng Quanshu 25000 0.03% 25000-
19 Li Shimei
