China Securities Co.Ltd(601066)
About Changzhou Galaxy Century Microelectronics Co.Ltd(688689)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” or “sponsor”) as a sponsor of Changzhou Galaxy Century Microelectronics Co.Ltd(688689) (hereinafter referred to as ” Changzhou Galaxy Century Microelectronics Co.Ltd(688689) ” or “company”) for initial public offering and listing on the science and innovation board, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of securities issuance of listed companies According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the lifting of the ban on the listing and circulation of some restricted shares in Changzhou Galaxy Century Microelectronics Co.Ltd(688689) initial public offering has been carefully verified, and the following verification opinions have been issued:
1、 Types of restricted shares traded in this listing
The China Securities Regulatory Commission (hereinafter referred to as “CSRC”) issued the reply on Approving the registration of Changzhou Galaxy Century Microelectronics Co.Ltd(688689) initial public offering shares (zjxk [2020] No. 3566) on December 23, 2020, agreeing to the registration application of Changzhou Galaxy Century Microelectronics Co.Ltd(688689) initial public offering shares. The company first publicly issued 32.1 million RMB common shares (A shares) to the public and was listed on the science and Innovation Board of Shanghai Stock Exchange on January 27, 2021. After the issuance, the total share capital was 128.4 million shares, including 99196738 tradable shares with limited sales conditions, accounting for 77.2560% of the total share capital of the company after the issuance. 29203262 tradable shares without restrictions, accounting for 22.7440% of the total share capital of the company after issuance. For details, please refer to the website of Shanghai Stock Exchange on January 26, 2021
（www.sse.com.cn.） The announcement on the listing of Changzhou Galaxy Century Microelectronics Co.Ltd(688689) initial public offering of shares on the science and Innovation Board disclosed. The restricted shares listed and circulated this time are the restricted shares issued by the company in the initial public offering, and the number of restricted shareholders is 1. It is Changzhou Qingyuan Zhiben venture capital partnership (limited partnership). The restricted period is 12 months from the date when the shares issued by the company in the initial public offering are listed on the science and Innovation Board of Shanghai Stock Exchange. The number of shares corresponding to the above restricted shareholders is 4500000, Accounting for 3.5047% of the total share capital of the company, this part of restricted shares will be listed and circulated from January 27, 2022. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 26, 2021 The announcement on the listing of Changzhou Galaxy Century Microelectronics Co.Ltd(688689) initial public offering of shares on the science and Innovation Board disclosed. 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 the shares obtained by the shareholders of the company’s initial public offering. From the formation of the restricted shares of the company’s initial public offering to the disclosure date of this announcement, 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 prospectus of Changzhou Galaxy Century Microelectronics Co.Ltd(688689) initial public offering and listing on the science and innovation board, the shareholders of restricted shares listed and circulated this time make the following commitments:
1. Within 12 months from the date of listing of the company’s shares, the company shall not transfer or entrust others to manage the shares held by the partnership that have been issued before the public offering of shares, nor shall the company repurchase such shares.
2. According to laws and regulations and the business rules of Shanghai Stock Exchange, in case of no reduction of shares, promise not to reduce the shares of the issuer. After the expiration of the lock-in period, it will reduce its holdings in accordance with laws and regulations and the business rules of Shanghai Stock Exchange, and promises not to violate relevant restrictive provisions. When implementing the reduction, it will perform the necessary filing and announcement procedures in accordance with laws and regulations and the business rules of Shanghai Stock Exchange, and shall not reduce its holdings before performing the legal procedures.
3. If the partnership fails to fulfill the above commitments (except for objective reasons beyond the control of the company such as relevant laws and regulations, policy changes, natural disasters and other force majeure), the income obtained from the transfer of relevant shares belongs to the company, resulting in losses to investors and the company, the partnership will compensate for the losses according to law. 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 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 number of restricted shares in circulation this time is 4500000, accounting for 3.5047% of the total share capital of the company
(II) the listing and circulation date is January 27, 2022
(III) listing and circulation list of restricted shares
Holding restricted shares holding restricted share capital secondary listing flow number of remaining restricted shares shareholder name quantity (share) in the company’s total number of shares (share) quantity (share)
1 Changzhou Qingyuan Zhiben venture capital partnership 4500000 3.5047% 4500000 0 enterprises (limited partnership)
Total 4500000 3.5047% 4500000 0
Note: the proportion of the number of restricted shares held in the total share capital of the company shall be rounded to four decimal places. Listing and circulation of restricted shares:
No. type of restricted shares number of shares in circulation (shares) restricted period (month)
1 initial restricted shares 4500000 12
Total 4500000-
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the number of shares and the time of listing and circulation of the company’s restricted shares comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of securities issuance of listed companies The requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business and the Listing Rules of Shanghai Stock Exchange on the science and innovation board, as well as the contents of shareholders’ commitments; The information disclosure related to the restricted shares of the company is true, accurate and complete; In conclusion, the recommendation institution China Securities Co.Ltd(601066) has no objection to the lifting of the listing and circulation of restricted shares. (no text below)
