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China Merchants Securities Co., Ltd.
About Tuojing Technology Co., Ltd.
Verification Opinions on the Listing and Circulation of Partial Restricted Shares in the Initial Public Offering
China Merchants Securities Co., Ltd. (hereinafter referred to as "China Merchants Securities" or "Sponsor") is the sponsor of Tuojing Technology Co., Ltd. (hereinafter referred to as "Tuojing Technology" or "Company") in the initial public offering and continuous supervision stage, According to the "Administrative Measures for Securities Issuance and Listing Sponsor Business", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other relevant regulations, verification of the listing and circulation of some of the restricted shares in the initial public offering of Tuojing Technology was carried out, and the verification was as follows:
Types of restricted shares in circulation 1. the listing
According to the China Securities Regulatory Commission issued on March 1, 2022 on the agreement to expand Jingke.
Approval of the Registration of the Initial Public Offering of Shares of Technology Co., Ltd. (Securities Regulatory License [2022] No. 424), the company was approved to issue 31,619,800 RMB ordinary shares (A shares) to the public for the first time, and
It was listed on the Shanghai Stock Exchange on April 20, 2022. Company's initial public offering of shares
After the completion of the ticket, the total share capital is 126,478,797 shares, including 100,308,044 shares with limited sale conditions and 26,170,753 shares with unlimited sale conditions.
The restricted shares listed and circulated this time are part of the company's initial public offering of strategic allotment restricted shares (that is, China Merchants Asset Management Tuojing Technology employees participate in the strategic allotment collective asset management plan of the Science and Technology Innovation Board) and other restricted shares in this restricted period, The number of restricted shares is 12, and the restricted period is 12 months from the date of listing of the company's shares. The total number of restricted shares corresponding to this part of restricted shares is 41,109,929 shares, total number of shares of the company
32.5034 percent, will be lifted and listed on April 20, 2023. Among them, the strategic placement of shares
The number of shares is 3,080,974, accounting for 2.4360 of the total number of shares of the company, and the number of shareholders is 1. except strategic placement
In addition to the shares, the number of other restricted shares in circulation in this listing is 38,028,955 shares, accounting for 30.0675 of the total number of shares of the company, and the number of shareholders is 11.
Changes in the number of shares of the 2. since the formation of the restricted shares listed in circulation
Since the formation of the Company's initial public offering of restricted shares, there has been no change in the number of share capital due to profit distribution or the conversion of provident fund. As of the date of this verification opinion, the total share capital of the Company is
126,478,797 shares.
Commitments 3. the restricted shares in circulation in this listing
According to the "Prospectus for the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board of Tuojing Technology Co., Ltd." and the "Announcement on the Listing of the Science and Technology Innovation Board of the Initial Public Offering of Shares of Tuojing Technology Co., Ltd.", the shareholders who applied for the lifting of the restrictions on the sale of shares The relevant commitments of the restricted shares held by them are as follows:
(I) commitment on share lock-up
Zhongwei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as "Zhongwei Company"), Jiaxing Junli Investment Partnership (Limited Partnership) (hereinafter referred to as "Jiaxing Junli"), Qingdao Runyang Jiahe Investment Partnership (Limited Partnership) (hereinafter referred to as "Runyang Jiahe"), Shenyang Scientific Instrument Co., Ltd., Chinese Academy of Sciences (hereinafter referred to as "Zhongke Instrument"), Shenyang Information Industry Venture Capital Co., Ltd. Company (hereinafter referred to as "Shenyang Venture Capital"), Suzhou Juyuan Oriental Investment Fund Center (Limited Partnership) (hereinafter referred to as "Suzhou Juyuan"), Hua Yu Guohua (Qingdao) Equity Investment Partnership (Limited Partnership) (formerly known as "CRRC Guohua (Qingdao) Equity Investment Partnership (Limited Partnership)", hereinafter referred to as "Hua Yu Guohua"), Suqian Hunpu Hunjin No.2 Investment Center (Limited Partnership) (hereinafter referred to as "Suqian Hunpu"), Yancheng Economic and Technological Development Zone Yanwu Semiconductor Industry Fund (Limited Partnership) (hereinafter referred to as "Yancheng Yanwu"), Shenyang Science and Technology Venture Capital Co., Ltd. (hereinafter referred to as "Shenyang Venture Capital"), Gongqingcheng Midsummer Equity Investment Management Partnership (hereinafter referred to "" Midsummer of the Communist Youth City ") the main contents of the commitment to share lock-up are as follows:
(1) Within 12 months from the date of listing of the issuer's shares, the Company/Enterprise shall not transfer or entrust others to manage the shares issued by the issuer directly or indirectly held by the Company/Enterprise prior to the listing of the issuer, nor shall it propose to repurchase such shares by the issuer.
(2) If the Company/the Enterprise reduces its shareholding in the Issuer in violation of the above undertakings or the mandatory provisions of the law, the Company/the Enterprise undertakes that the proceeds/proceeds from the illegal reduction of the Issuer's shares (hereinafter referred to as the "proceeds/proceeds from the illegal reduction") shall belong to the Issuer. If the Company/Enterprise does not turn over the proceeds/proceeds of the illegal reduction to the issuer, the issuer shall have the right to take over the amount of cash dividends payable to the Company/Enterprise equal to the proceeds/proceeds of the illegal reduction to the issuer.
(3) The Company/Enterprise will comply with the China Securities Regulatory Commission's "Certain Provisions on the Reduction of Shares by Shareholders of Listed Companies, Directors and Supervisors", "Rules for the Listing of Shares on the Shanghai Stock Exchange's Science and Technology Board" and "Rules for the Listing of Shares on the Shanghai Stock Exchange".
The relevant provisions of the Rules for the Implementation of Shareholding Reduction by Shareholders, Directors, Supervisors and Senior Management of Municipal Companies.
Note: The fund managers of Jiaxing Junli and Yancheng Yanwu are both Shanghai Linxin Investment Management Co.
(II) commitment on shareholding intention and reduction intention
The main contents of the commitments made by Zhongwei, Jiaxing Junli and Runyang Jiahe regarding the intention to hold shares and the intention to reduce their holdings are as follows:
(1) Conditions for share reduction
As the major shareholder of the issuer, the enterprise/company shall strictly follow the lock-up period requirements specified in the initial public offering prospectus and the commitment issued by the enterprise/company, and strictly abide by the relevant laws, regulations, normative documents and regulatory requirements, and shall not reduce its holding of the shares of the issuer during the lock-up period.
(2) The manner in which the shares are reduced.
After the expiration of the lock-up period, if the enterprise/company intends to reduce its holdings of the issuer's shares, it shall reduce its holdings in accordance with relevant laws and regulations and the rules of the Shanghai Stock Exchange, and shall not violate the commitments made by the company/enterprise. The reduction methods include but are not limited to centralized bidding transactions in the secondary market, block transactions, agreement transfers, etc.
(3) Price of reduced shares
The price of the shares of the issuer held by the enterprise/the company shall be determined according to the secondary market price at that time, and shall comply with the relevant laws and regulations and the rules of Shanghai Stock Exchange.
(4) Term of share reduction
After the expiration of the lock-up period (including the extended lock-up period) of the issuer's shares held by the enterprise/the company, during the period when the number of issuer's shares held by the enterprise/the company accounts for no less than 5% of the total number of issuer's shares, when the enterprise/the company reduces its shares held by the issuer, it shall notify the issuer in writing in advance, and the issuer shall make an announcement in a timely manner, after 3 trading days from the date of the issuer's announcement, the enterprise/company may reduce the shares of the issuer, complete within 6 months from the date of the announcement, and timely and accurately fulfill the obligation of information disclosure in accordance with the rules of the stock exchange.
(5) Comply with relevant provisions of relevant laws, regulations, rules and regulations at that time
In the event of a shareholding reduction by the Company/Company, the Company/Company will also comply with the relevant laws, regulations and rules that the Company/Company shall comply with at that time, as well as the relevant provisions of the CSRC or the exchange on which the issuer is listed on the reduction of shareholders' shares.
(6) Strict implementation of the above commitments
The Enterprise/Company will strictly fulfill the above commitments, and if it fails to fulfill the above commitments, it will bear the relevant responsibilities in accordance with the regulations of the China Securities Regulatory Commission and the stock exchange.
Restricted Sale Commitment of (III) Strategic Placing Shares
The main contents of the share lock-up in the strategic placement pooled asset management plan (hereinafter referred to as the "Asset Management Plan") of China Merchants Capital Management Tuojing Technology employees to participate in the board are as follows:
The holding period for the shares of the Capital Management Plan to obtain this placement is 12 months from the date of the issuer's initial public offering and listing. After the expiration of the sales restriction period, the asset management plan shall apply the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the reduction of shares. The Management Plan will not transfer the shares held in this placement in any form during the restricted sale period.
As of the date of issuance of this verification opinion, the above 12 shareholders have strictly fulfilled their corresponding commitments, and there is no situation in which the failure to fulfill the commitments will affect the listing and circulation of the restricted shares.
4. of the restricted shares in circulation in this listing
The total number of restricted shares in circulation (I) this listing is 41,109,929, accounting for 32.5034 per cent of the total number of shares of the Company;
1. The number of strategic placement shares in circulation is 3,080,974 shares, accounting for 2.4360 of the company's total share capital, and the limited sale period is 12 months from the date of the company's initial public offering and listing on the board.
2, in addition to the strategic placement of shares, the number of other restricted shares in circulation in this listing is 38,028,955 shares.
The date of this listing and circulation of the (II) is April 20, 2023;
Detailed list of (III) restricted shares listed and circulated:
Number of restricted shares held Restricted shares held as a percentage of the remaining restricted shares in the public listing stream
No. Name of shareholder (shares) Division Total share capital Proportion Number of shares
(shares) (shares)
1 Micro Corporation 10,622,547 8.3987 10,622,547 0
2 Jiaxing Junli 7,012,105 5.5441 7,012,105 0
Number of restricted shares held Restricted shares held as a percentage of the remaining restricted shares in the public listing stream
No. Name of shareholder (shares) Division Total share capital Proportion Number of shares
(shares) (shares)
3 Runyang Jiahe 6,233,158 4.9282 6,233,158 0
4 Science and Technology 3,000,000 2.3719% 3,000,000 0
5 Shenyang Venture Capital 2,970,297 2.3485 2,970,29700
6 Suzhou Juyuan 1,800,180 1.4233% 1,800,180
7 Hua Yu Guohua 1,621,622 1.2821 1,621,6220
8 Suqian Hunpu 1,500,000 1.1860 1,500,000 0
9 Yancheng Yan Dance 1,500,000 1.1860 1,500,000 0
10 Shenyang Venture Capital 990,099 0.7828% 990,099 0
11 Gongqingcheng Midsummer 778,947 0.6159% 778,947 0
12 Capital Management Plan 3,080,974 2.4360 3,080,974 0
Total 41,109,929 32.5034 41,109,929 0
Note:(1) the proportion of restricted shares held to the company's total share capital, rounded to four decimal places;(2) the total
The discrepancy between the number and the sum of the sub-values is due to rounding.
(IV) restricted shares listed circulation table:
No. Type of restricted shares Number of shares in circulation (shares) Restricted period (months)
1 38,028,955 of initial restricted shares 12
2 Strategic Placing Share 3,080,974 12
Total 41,109,929-
Verification opinions of 5. sponsor institutions
As of the date of issuance of this verification opinion, the restricted shareholders of the company's listing and circulation have strictly fulfilled the corresponding share lock-up commitments; the number of restricted shares listed and circulated under the offline placement and the time of listing and circulation are in line with the requirements of relevant laws, regulations and normative documents such as the the People's Republic of China Company Law, the the People's Republic of China Securities Law, the measures for the Administration of Securities issuance and listing sponsor Business, and the rules for the listing of shares on the Science and Technology Innovation Board of the Shanghai Stock Exchange; the Company's disclosure of information on the listing and circulation of the restricted shares is true, accurate and complete.
In summary, the sponsor has no objection to the listing and circulation of some restricted shares of Tuojing Technology's initial public offering.
Ticker Name
Percentage Change
Inclusion Date