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Huatai United Securities Co., Ltd
About BIWIN Storage Technology Co., Ltd
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United" or the "Sponsor"), as the sponsor of Shenzhen BIWIN Storage Technology Co., Ltd. (hereinafter referred to as "BIWIN Storage" or the "Company") in the issuance of A-shares to specific targets, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1—— Standardized Operation" and other relevant regulations, and verified the listing and circulation of some restricted shares in BIWIN's initial public offering, as follows:
1. The types of restricted shares that are listed and circulated this time
With the approval of the China Securities Regulatory Commission's "Reply on Agreeing to the Registration of the Initial Public Offering of Shenzhen BIWIN Storage Technology Co., Ltd." (Zheng Jian Xu Xu [2022] No. 2860), Shenzhen BIWIN Storage Technology Co., Ltd. (hereinafter referred to as the "Company") issued RMB ordinary shares (A shares) to the public for the first time
43,032,914 shares and was listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange on December 30, 2022.
The restricted shares listed and circulated this time are the initial public offering of strategic placement restricted shares. 1 shareholder of restricted shares, the restriction period is 24 months from the date of the company's initial public offering and listing, and the number of shares corresponding to this part of the restricted shareholders is 2,151,645 shares, accounting for 0.50% of the company's current total share capital; The current lock-up period is coming soon
It will be available for circulation from December 30, 2024.
2. The restricted shares in circulation in this listing
(1) The total number of restricted shares circulating in this listing is 2,151,645 shares, accounting for 0.50% of the company's total share capital;
(2) The date of this listing and circulation is December 30, 2024;
(3) The detailed list of restricted shares listed and circulated is as follows:
Holding restricted shares Holding restricted shares The remaining restricted shares in this listing flow
Serial No. Name of Shareholder Number (Shares) Total Shares of the Company Number (Shares) Number (Shares)
Proportion (%)
1 CITIC Securities Investment Co., Ltd. 2,151,645 0.50 2,151,645 0
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Total 2,151,645 0.50 2,151,645 0
Note: 1. The proportion of restricted shares held in the company's total share capital shall be rounded to two decimal places;
2. If the total number does not match the sum of the sub-values, it is due to rounding.
(4) Listing and circulation of restricted shares:
Serial No. Type of Restricted Shares Number of Shares Circulating in this Listing (Shares) Restricted Period
1 Strategic placement of restricted shares 2,151,645 for 24 months
Total 2,151,645 /
3. Changes in the number of shares of the company since the formation of the restricted shares listed and circulated
The company held the 18th meeting of the third board of directors on April 29, 2024 and May 20, 2024 respectively
The meeting and the 2023 Annual General Meeting of Shareholders deliberated and passed the "Proposal on Changing the Purpose of Repurchased Shares and Canceling and Reducing the Registered Capital", taking into account the actual situation of the company, and agreed that the company will adjust the use of 703,464 shares deposited in the special account for repurchase from "for employee stock ownership plan or equity incentive" to "for cancellation and corresponding reduction of registered capital", and cancel this part of the repurchased shares in accordance with relevant regulations
Cancellation procedures will be carried out. On June 17, 2024, after the completion of the cancellation of the above-mentioned repurchased shares, the total share capital of the company will be determined by:
430,329,136 shares changed to 429,625,672 shares. For details, please refer to the company's June 17, 2024 issue
The "Announcement on the Implementation of Repurchase Share Cancellation and Share Change" published on the website of the Shanghai Stock Exchange.
On September 4, 2024, the Company completed the first vesting period of the 2023 restricted stock incentive plan
Share registration work. After the vesting of shares, the total share capital of the company was changed from 429,625,672 shares to 431,240,342 shares
Share. For details, please refer to the Company's 2023 Restricted Stock Incentive Disclosed on September 6, 2024
Announcement of the vesting results of the first vesting period of the plan and the listing of shares.
In addition to the above-mentioned matters, the company has not experienced any changes in the number of share capital due to profit distribution and provident fund conversion.
4. The relevant commitments of the restricted shares listed and circulated this time
According to the "Prospectus for the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board of Shenzhen BIWIN Storage Technology Co., Ltd." and the "Announcement on the Listing of Shenzhen BIWIN Storage Technology Co., Ltd. on the Science and Technology Innovation Board for Initial Public Offering of Shares", the shareholders who applied for the lifting of the share restriction commitment to obtain the shares of this placement for a period of 24 months from the date of the company's initial public offering and listing. After the expiration of the restriction period, the strategic investor shall be subject to the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the reduction of shareholdings of the allotted shares.
In addition to the above commitments, the shareholders of the restricted shares who applied for listing and circulation this time have no other special commitments.
As of the disclosure date of this announcement, the shareholders who applied for the lifting of the restriction have strictly fulfilled the corresponding commitments, and there is no failure to fulfill the relevant commitments that will affect the listing and circulation of the restricted shares.
5. Sponsor verification opinions
Upon verification, the Sponsor is of the view that:
As of the date of the issuance of this verification opinion, the holders of the restricted shares of the company listed and circulated this time have strictly complied with the commitments they made in the initial public offering of shares of the participating companies. The number of restricted shares listed and circulated before the IPO and the time of listing and circulation are in line 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 Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation.
In summary, the sponsor has no objection to the listing and circulation of the company's initial public offering of restricted shares.
(There is no text on this page, it is the signed page of the "Verification Opinions of Huatai United Securities Co., Ltd. on the Listing and Circulation of Part of the Restricted Shares in the Initial Public Offering of Shenzhen BIWIN Storage Technology Co., Ltd.")
Sponsor Representative:
Wang Tianqi and Liu Xiaodong
Huatai United Securities Co., Ltd
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