Securities code: 002839 securities abbreviation: Jiangsu Zhangjiagang Rural Commercial Bank Co.Ltd(002839) Announcement No.: 2022-003 convertible bond Code: 128048 convertible bond abbreviation: Zhang bank convertible bond
Jiangsu Zhangjiagang Rural Commercial Bank Co.Ltd(002839)
Suggestive announcement on listing and circulation of issued shares (self-discipline locking) 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.
Important content tips:
The number of restricted shares listed and circulated this time is 196752539, accounting for 10.8826% of the total share capital of the company. The listing and circulation date of restricted shares this time is January 24, 2022
1、 Overview of shares issued before IPO
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, It was listed on Shenzhen Stock Exchange on January 24, 2017. The total share capital of the company before the initial public offering was 1626766665 shares, and the total share capital after the initial public offering was 1807526665 shares. 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.
As of January 10, 2022, the total share capital of the company is 1807959258 shares, of which 285138035 shares have not been lifted.
2、 Changes in the number of share capital of the company since its listing
Since the listing of the company, the total share capital of the company has changed due to the conversion of convertible corporate bonds. On November 12, 2018, the company publicly issued 2.5 billion yuan of convertible corporate bonds, which are referred to as “Zhang hang convertible bonds”, and the convertible bond code is 128048; The start and end date of convertible bonds of bank Zhang is from May 16, 2019 to November 12, 2024, and the conversion code is 128048. As of January 10, 2022, the total share capital of the company is 1807959258
3、 Implementation of commitments by shareholders applying for lifting share restrictions
1. Various commitments made by shareholders applying for lifting the restrictions on the sale of shares this time
(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 shares of the bank, promise to seriously abide by the provisions of relevant laws, regulations and rules for the shares issued before the bank’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 bank’s initial public offering, 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. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during this period, the issue price shall be subject to ex right and ex interest treatment accordingly.
Shareholders holding more than 50000 employee shares of the bank (including internal directors, internal supervisors and senior managers) have respectively signed the letter of commitment 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 shares of this bank promise that if the closing price of this bank’s shares for 20 consecutive trading days (referring to the price after resumption, the same below) is lower than the issue price within six months after listing, or the closing price at the end of six months after listing is lower than the issue price, the lock-in period of their shares of this bank 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.
As of the date of this announcement, the shareholders who applied for lifting the restrictions on the sale of shares did not fulfill their relevant commitments, which affected the listing and circulation of the restricted shares.
2. The shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above-mentioned restrictions.
3. 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.
4、 Summary of restricted shareholders of the company’s initial public offering
Remarks on the commitment to lock up the number of shareholders
14 corporate shareholders, one of which is 36 months from the date of listing to the date of signing the prospectus
At the initial registration of IPO, the legal person shareholder China has shares to perform the transfer
Since the national social security has the obligation to hold the social security director fund since the listing date, after the listing, a new National Fund Council will be transferred to the social security director fund for 36 months from the date of listing, which inherits the commitment of the original six state-owned legal person shareholders and holds a lock for 36 months from the date of listing, The number of shares held is 18076000
The original external natural 1255 has made legal commitments in accordance with the company law since the date of listing
12 months from shareholder
From registration to share
East inventory day
From 2013 to the bidding / court ruling, the total number of new shareholders from 2013 to January 24, 2015
From the date of signing the share certificate to the date of new 135, the 55 shareholders will be released after the expiration of the sales restriction commitment
Increase the number of external natural persons for months and meet the requirements of lifting the ban at the same time for the original external natural person shareholders. The rest will be lifted in batches within the next two years from the date of listing of Lu shareholders.
12 months
Statutory commitment
Internal employee shares (5781 employee shareholders within 36 months from the date of listing, of which 10 are newly added internal 10000 or more from 2013 to the date of signing the prospectus)
Internal employee shares (57.1 employee shareholders within 36 months from the date of listing, of which 20 are new internal shareholders from 2013 to the date of signing the prospectus)
Held at the time of initial public offering
The external of the bank’s shares will be 36 months from the 4th
Directors and supervisors month
Total 2261
Note: the composition of 166 new shareholders is: 1 legal person + 135 external natural person shareholders + 10 (more than 50000 new internal employees) + 20 (less than 50000 new internal employees) = 166
5、 Listing and circulation of restricted shares
The listing and circulation date of the restricted shares is January 24, 2022.
The number of restricted shares lifted this time is 196752539 shares, accounting for 10.8826% of the total share capital of the company. The number of shareholders applying for lifting the restrictions on the sale of shares this time is 789, including 2 corporate shareholders and 787 employees. Among the lock-in commitments of employees in the prospectus, one employee holding more than 50000 shares died, and his shares were inherited by 6 legal successors (the nature of his shares remains unchanged). Therefore, one shareholder holding more than 50000 shares was reduced, and 6 internal employee shares less than 50000 shares were increased, All the above personnel have signed the employee share locking commitment.
Natural shareholders.
Listing and circulation details of initial restricted shares:
No. remarks on the lifting of restrictions on sales of limited share capital held by shareholders
Number (shares) number of shares (shares)
1 Jiangsu Shagang Group Co., Ltd. 88697196 88697196 note (1)
company
2 Zhangjiagang directly under the public ownership 84051844 note (1)
Asset Management Co., Ltd
3 internal staff shares (787 persons) 112016395 24003499 note (2)
Note: (1) shareholders holding more than 5% of the shares, Zhangjiagang Municipal Public Assets Management Co., Ltd. and Jiangsu Shagang Group Co., Ltd., before the initial listing of the shares, promised that after the expiration of the share lock-in period, the reduction proportion in the first year would not exceed 20% of the shares issued before the bank’s initial public offering, and the reduction price would 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.
(2) Shareholders holding more than 50000 employee shares of the bank (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 this time, 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.
6、 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
The total number of tradable shares with unlimited conditions is 1521751142 196752539 1718503681
Changes before and after the listing
Total shares 1807959258 – 1807959258
7、 Verification opinions of intermediary institutions
After verification, the sponsor Huatai United Securities Co., Ltd. believes that:
The listing and circulation of restricted shares meets the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 13 – sponsorship business; The number of restricted shares lifted and the listing and circulation time of the restricted shares comply with relevant laws, administrative regulations, departmental rules, relevant rules and shareholders’ commitments; This release of restricted shares
