About Careray Digital Medical Technology Co.Ltd(688607)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) is a sponsor of initial public offering and listing of Careray Digital Medical Technology Co.Ltd(688607) (hereinafter referred to as “company” and ” Careray Digital Medical Technology Co.Ltd(688607) “). In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for trial Implementation), the listing and circulation of some restricted shares in the initial public offering of Careray Digital Medical Technology Co.Ltd(688607) has been verified. The verification results and opinions are as follows:
1、 Types of restricted shares traded in this listing
According to the reply on Approving the registration of Careray Digital Medical Technology Co.Ltd(688607) initial public offering of shares (zjxk [2020] No. 3662) issued by China Securities Regulatory Commission on December 29, 2020, we agree to the application for registration of Careray Digital Medical Technology Co.Ltd(688607) (hereinafter referred to as ” Careray Digital Medical Technology Co.Ltd(688607) ” or “the company” or “the company”) initial public offering of shares. The company issued 22032257 RMB common shares (A shares) to the public for the first time and was listed on the science and Innovation Board of Shanghai Stock Exchange on February 1, 2021. After the issuance, the total share capital of the company is 88129027 shares, including 69750953 tradable shares with limited sales conditions, accounting for 79.15% of the total share capital of the company; 18378074 tradable shares without restrictions, accounting for 20.85% of the total share capital of the company.
The restricted shares listed and circulated this time are part of the restricted shares and strategic placement shares issued by the company in the initial public offering, involving a total of 16 shareholders or subjects of restricted shares, with a total of 46212117 shares corresponding to restricted shares, accounting for 52.44% of the total share capital of the company. Among them, 1735347 strategic placement shares, accounting for 1.97% of the total share capital of the company; In addition to the strategic placement shares, the number of restricted shares circulating in this listing is 44476770, accounting for 50.47% of the total share capital of the company.
The total number of shares that have been released and applied for listing and circulation this time is 46212117. The restriction period is 12 months from the date of listing of the company’s shares. Now the restriction period is about to expire and will be listed and circulated from February 7, 2022 (as February 1, 2022 is a non trading day and superimposed with the factors of Spring Festival holidays, it will be postponed to February 7, 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 are part of the restricted shares and strategic placement shares issued in the initial public offering. From the formation of the restricted shares issued in the initial public offering of the company to the date of issuance of this verification opinion, 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 on Careray Digital Medical Technology Co.Ltd(688607) initial public offering of shares and listing on the science and innovation board and the announcement on the listing of Careray Digital Medical Technology Co.Ltd(688607) initial public offering of shares on the science and innovation board, the commitments of the shareholders or subjects 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) Citic Securities Company Limited(600030) Careray Digital Medical Technology Co.Ltd(688607) employees participate in the collective asset management plan for strategic placement on the science and innovation board and promise to obtain the restricted sale period of the shares placed this time is 12 months from the date of the issuer’s initial public offering and listing. After the expiration of the restricted sale period, the relevant provisions of the CSRC and the Shanghai Stock Exchange on share reduction shall apply to the reduction of the allocated shares.
(II) shareholders matrix future Limited (i.e. Changcheng Co., Ltd., the same for the full text), Zhongxin Suzhou Industrial Park Venture Capital Co., Ltd., Horgos Junlian Chengyu Venture Capital Co., Ltd., Shen Wenhua, Tianjin chuangji Industrial Development Co., Ltd., Suzhou qianrong Xinsheng venture capital partnership (limited partnership), Suzhou Huyang linzhiyuan Investment Center (limited partnership) Highsino Group Limited, Suzhou qianrong Yingrun equity investment partnership (limited partnership), Suzhou Populus euphratica linfengyi Investment Center (limited partnership), ye xuanxi, Suzhou Industrial Park Zhongxin Hengxiang Investment Center (limited partnership), Suzhou Industrial Park Zhongxin Hengqi equity investment partnership (limited partnership) Victory leader Investment Limited (i.e. Guanwei Investment Co., Ltd., the same for the full text) and Suzhou Kangli junzhuo equity investment center (limited partnership) promise:
“For the Careray Digital Medical Technology Co.Ltd(688607) shares held by me / my company, I will not transfer or entrust others to manage the Careray Digital Medical Technology Co.Ltd(688607) shares directly or indirectly held by me / my company before this issuance within 12 months from the date of listing of Careray Digital Medical Technology Co.Ltd(688607) shares, nor propose Careray Digital Medical Technology Co.Ltd(688607) to repurchase this part of shares.
If I / we violate the above commitments, I / we will bear all legal liabilities arising therefrom. If relevant laws, regulations and normative documents or securities regulatory authorities such as China Securities Regulatory Commission and Shanghai Stock Exchange have other requirements for share locking, I / we agree to adjust the locking of Careray Digital Medical Technology Co.Ltd(688607) shares held by me / us accordingly. “
In addition to the above commitments, the shareholders or subjects of restricted shares applying for listing have no other special commitments.
As of the date of issuance of this verification opinion, all placing objects 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 in circulation this time is 462117
1. The number of strategic placement shares circulating in this listing is 1735347, and the sales restriction period is 12 months. The company confirms that the number of shares listed and circulated is the number of all strategic placement shares in the restricted period.
2. In addition to the strategic placement shares, the number of restricted shares circulating in this listing is 44476770.
(II) the listing and circulation date is February 7, 2022 (since February 1, 2022 is a non trading day and superimposed with Spring Festival holidays, it will be postponed to February 7, 2022)
(III) listing and circulation list of restricted shares
Number of names (shares) of the remaining restricted shares (shares) in the company’s total shares (shares) (shares)
1 Changcheng Co., Ltd. 13089380 14.85% 13089380 0
2. There are 8965203 10.17% venture capital companies limited in the new Suzhou Industrial Park
3. Horgos Junlian Chengyu venture capital has 5055490 5.74% limited company
4 Shen Wenhua 3.86% 3.4 million 0
5 Tianjin chuangji Industrial Development Co., Ltd 3286069 3.73% 3286069 0
Citic Securities Company Limited(600030) – China Merchants Bank Co.Ltd(600036) – CITIC Securities
6 coupon Careray Digital Medical Technology Co.Ltd(688607) employees participate in the science and Innovation Board battle 1735347 1.97% 1735347 0 strategic placement collective asset management plan
7 Suzhou qianrong Xinsheng venture capital partnership 1685163 1.91% 1685163 0 industry (limited partnership)
8 Suzhou Populus euphratica linzhiyuan Investment Center (1.81% limited partnership)
9 HIGHSINO GROUP LIMITED 1,516,647 1.72% 1,516,647 0
10 Suzhou qianrong Yingrun equity investment partnership 1322204 1.50% 1322204 0 industry (limited partnership)
11 Suzhou Populus euphratica forest Fengyi Investment Center (1.10% limited partnership)
12 ye xuanxi 889807 1.01% 889807 0
13. Zhongxin Hengxiang investment in Suzhou Industrial Park 881469 1.00% 881469 0 (limited partnership)
14 Suzhou Industrial Park Zhongxin Hengqi equity investment 881334 1.00% 881334 0-funded partnership (limited partnership)
15 Guanwei Investment Co., Ltd. 589807 0.67%
16 Suzhou kanglijunzhuo equity investment center 352494 0.40% (limited partnership)
Total 462117 52.44% 462117 0
Note: 1 The proportion of the number of restricted shares held in the total share capital of the company shall be rounded to two decimal places;
2. The discrepancy between the total and the mantissa of the sum of the sub item values is caused by rounding.
(IV) listing and circulation of restricted shares:
Serial No. type of restricted shares number of shares in circulation (shares) restricted period (month)
1 strategic placement shares 1735347 12
2 initial restricted shares 44476770 12
Total 46212117 –
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that as of the date of issuance of this verification opinion, Careray Digital Medical Technology Co.Ltd(688607) the holders of restricted shares listed and circulated this time have strictly complied with their commitments made in the initial public offering of the company. The listing and circulation quantity and listing and circulation time of some restricted shares comply with the requirements of relevant laws, regulations and normative documents, such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation). The recommendation institution agrees Careray Digital Medical Technology Co.Ltd(688607) that some restricted shares will be listed and circulated this time.
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