Huatai United Securities Co., Ltd
About Jiangsu Zhangjiagang Rural Commercial Bank Co.Ltd(002839)
Verification opinions on lifting the ban on the listing and circulation of some restricted shares in the initial public offering
Huatai United Securities Co., Ltd. (hereinafter referred to as the “sponsor”) as the continuous supervision organization for the initial public offering of Jiangsu Zhangjiagang Rural Commercial Bank Co.Ltd(002839) (hereinafter referred to as the “company” or the “company”), in accordance with the administrative measures for the sponsor business of securities issuance and listing, the stock Listing Rules of Shenzhen Stock Exchange The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange have verified the lifting of the ban on the listing and circulation of some restricted shares issued by the company in the initial public offering, and the verification opinions are as follows:
1、 Initial public offering and share capital of the company
(I) initial public offering of shares
In December 2016, Jiangsu Zhangjiagang Rural Bank Co., Ltd. (hereinafter referred to as “the company” and “the bank”) issued 180760000 RMB common shares (A shares) to the public for the first time with the approval of the reply on approving Jiangsu Zhangjiagang Rural Commercial Bank Co.Ltd(002839) initial public offering of shares (zjxk [2016] No. 3050) of China Securities Regulatory Commission. With the consent of the notice on the listing of Jiangsu Zhangjiagang Rural Commercial Bank Co.Ltd(002839) RMB common shares (SZS [2017] No. 69) of Shenzhen Stock Exchange, the company’s shares were listed on Shenzhen Stock Exchange on January 24, 2017. Before the initial public offering, the total share capital of the company was 1626766665 shares, and after the issuance, the total share capital was 1807526665 shares. As of January 10, 2022, the total share capital of the company is 1807959258 shares, of which 285138035 shares have not been lifted.
The restricted shares listed and circulated this time are the company’s initial public offering of restricted shares (self-discipline locking), involving a total of 196752539 restricted shares held by 789 shareholders, which will be listed and circulated from January 24, 2022. (II) changes in share capital after listing
On November 12, 2018, the company publicly issued RMB 2.5 billion A-share convertible corporate bonds, which are referred to as “Zhang bank convertible bonds”, bond code “128048”, and the start and end dates of Zhang bank convertible bonds are May 16, 2019 to November 12, 2024. As of January 10, 2022, the total share capital of the company is 1807959258 shares.
2、 Relevant commitments and performance of shareholders applying for lifting share restriction this time
(I) various commitments made by the shareholders applying for lifting the restrictions on the sale of shares
(1) Commitments made in the listing announcement
Zhangjiagang Municipal Public Assets Management Co., Ltd. and Jiangsu Shagang Group Co., Ltd., shareholders holding more than 5% of the company’s shares, promise that they will seriously abide by the provisions of relevant laws, regulations and rules for the shares issued before the company’s initial public offering upon the expiration of the lock-in period and without violating the restrictive conditions, The specific ways of reducing holdings include but are not limited to centralized bidding trading, block trading, agreement transfer, etc; The reduction ratio in the first year shall not exceed 20% of the shares issued before the initial public offering of the company, and the reduction price shall not be lower than the issue price; The reduction proportion in the second year shall not exceed 20% of the remaining shares, and the reduction price shall not be lower than the issue price. If the company’s shares are subject to ex rights and ex interests such as dividend distribution, share distribution, conversion of capital reserve into share capital during this period, the issue price shall be subject to ex rights and ex interests accordingly.
Shareholders holding more than 50000 employee shares of the company (including internal directors, internal supervisors and senior managers) have respectively signed the commitment letter of internal employee shareholders on banning the sale of shares held: within three years from the date of initial public offering and listing of Zhangjiagang rural commercial bank, they do not pass, including but not limited to signing the transfer agreement Reduce the shares of Zhangjiagang Rural Commercial Bank held or actually held by it by any means such as equity custody; Nor will it reduce the shares of Zhangjiagang Rural Commercial Bank held or actually held by Zhangjiagang rural commercial bank by means of repurchase of its directly or indirectly held shares by Zhangjiagang rural commercial bank. After the expiration of the above three-year shareholding lock-in period, the shares sold each year shall not exceed 15% of the total shares held by them, and shall not exceed 50% of the total shares held by them within five years. The directors and senior managers who hold the company’s shares promise that if the closing price of the company’s shares (referring to the price after resumption of rights, the same below) is lower than the issue price for 20 consecutive trading days within six months after the company’s listing, or the closing price at the end of six months after the listing is lower than the issue price, the lock-in period of the company’s shares will be automatically extended for six months. (2) Commitments made in the prospectus
The shareholders applying for lifting the restrictions on the sale of shares made the same commitments in the prospectus as in the listing announcement. In addition to the above commitments, the shareholders lifting the restrictions on the sale of shares have no other commitments.
(II) performance of share locking commitment
As of the date of issuance of this verification opinion:
1. The shareholders applying for lifting the restrictions on the sale of shares strictly fulfill the above-mentioned restrictions;
2. The shareholders applying for the lifting of share restrictions do not occupy the company’s funds for non-profit purposes, nor does the company provide illegal guarantees to them.
3、 Summary of restricted shareholders of the company’s initial public offering
Remarks on the commitment to lock up the number of shareholders
There are 14 corporate shareholders, 36 from the date of listing, of which one is a new legal person shareholder from 2013 to the date of signing the prospectus
At the initial registration of IPO, the legal person shareholder China has shares to fulfill the obligation of national social security to transfer to the social security director fund in 36 banks since the listing date. Therefore, after the listing, the new Fund Council transferred to a national social security director fund in January, inheriting the commitment of the original 6 state-owned legal person shareholders, The lock up period is 36 months from the date of listing, and the number of shares held is 18076000
The original external natural 1255 has 12 legal commitments in accordance with the company law since the date of listing
Shareholder month
From the date of registration in the shareholders’ list, from 2013 to January 24, 2015, the total number of new shareholders shall be 36 months, and there shall be at least 55. The 55 shareholders shall be lifted at the expiration of the sales restriction commitment. From 2013 to the date of full recruitment of the legal commitment in the company law, the ban will be lifted at the same time as the original external natural person shareholders; After January 24, 2015, the signing date of the share certificate, the new shareholders will gradually lift the ban in batches within the additional external natural persons in the next two years.
Since the date of the court’s ruling
1 36 months and meeting the requirements of the public
Judicial statutory commitments
Internal employee shares (5781 internal employee shareholders in January)
Internal employee shares (571 internal employee shareholders with 36 shares since the date of listing, including 20 new shares of less than 10000 shares from 2013 to the signing date of the prospectus)
The external directors and supervisors who hold the company’s shares at the time of initial public offering sign the external April revocable commitment not to hold the company’s shares within 36 months from the date of listing
Directors and supervisors
Total 2261
Note: as stated in the prospectus, from 2013 to the date of signing the prospectus, the company has 166 new shareholders, which are composed of 1 legal person + 135 external natural person shareholders + 10 (more than 50000 shares of new internal employees) + 20 (less than 50000 shares of new internal employees)
4、 Listing and circulation of restricted shares
1. In the employee lock-in commitments in the prospectus, one employee holding more than 50000 shares died and his shares were divided into six legal heirs (the nature of employee shares remains unchanged), so the number of internal employees holding more than 50000 shares decreased by one, and the number of internal employee shares holding less than 50000 shares increased by six. All the above-mentioned personnel have signed the employee share lock-in commitments.
1. The listing and circulation date of the restricted shares is January 24, 2022.
2. The number of restricted shares lifted this time is 196752539 shares, accounting for 10.8826% of the total share capital of the company. 3. The number of shareholders applying for the lifting of share restrictions is 789, including 2 corporate shareholders and 787 natural person shareholders.
4. The details of the lifting of restrictions on the sale and listing of shares are shown in the table below:
Unit: shares
No. name of shareholder no. of restricted share capital lifted once remarks No
1 Jiangsu Shagang Group Co., Ltd. 88697196 88697196 note 1
2 Zhangjiagang public assets management Co., Ltd. 84051844 note 1
3 internal staff shares (787 persons) 112016395 24003499 note 2
Total 284765435 196752539
Note 1: shareholders holding more than 5% of the shares, Zhangjiagang Municipal Public Assets Management Co., Ltd., Jiangsu Shagang Group Co., Ltd. and Jiangsu Guotai International Group Co.Ltd(002091) International Group Co., Ltd. promised before the initial listing of the shares: after the expiration of the share lock-in period, the reduction proportion in the first year shall not exceed 20% of the shares issued before the initial public offering of the company, and the reduction price shall not be lower than the issue price; The reduction proportion in the second year shall not exceed 20% of the remaining shares, and the reduction price shall not be lower than the issue price. Note 2: shareholders holding more than 50000 employee shares (including internal directors, internal supervisors and senior managers) promise that after the expiration of the three-year shareholding lock-in period, the shares sold each year will not exceed 15% of their total shares and 50% of their total shares within five years. Therefore, after 24003499 shares are listed and circulated, the remaining 88012896 shares are self-discipline locking shares
The company ensures that the number of people applying for deregulation and the shares held are true, accurate and complete, and that the commitments made by the shareholders for deregulation are strictly consistent with those made by the shareholders at the time of IPO.
5、 Statement of changes in share capital structure
Unit: shares
Changes before and after the listing
1. Shares held by state-owned legal persons 84051844 – 84051844 0
2. Shares held by other domestic legal persons 88697196 – 88697196 0
3. Shares held by domestic natural persons with limited sales conditions 112388995 – 24003499 88385496 circulating shares
4. Executive lock up shares 1070081 – 1070081
The total number of tradable shares with limited sales conditions is 286208116 – 196752539 89455577
A shares with unlimited sale conditions 1521751142 196752539 1718503681
Changes before and after the listing
The total number of tradable shares with unlimited conditions is 1521751142 196752539 1718503681
