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宇邦新材: 中信证券股份有限公司关于苏州宇邦新型材料股份有限公司股东向特定机构投资者询价转让股份相关资格的核查意见
Zheng Quan Zhi Xing·2025-07-24 16:21

Core Viewpoint - CITIC Securities is conducting a qualification review for the transfer of shares by a shareholder of Suzhou Yubang New Materials Co., Ltd. to specific institutional investors before the company's initial public offering [1][2]. Group 1: Transfer Delegation - CITIC Securities received a mandate from the selling party, Suzhou Yuzhi Ban Enterprise Management Partnership (Limited Partnership), to organize the inquiry transfer of shares [1]. - The inquiry transfer is in accordance with relevant regulations, including the Interim Measures for the Administration of Shareholders' Reduction of Holdings and the Shenzhen Stock Exchange's self-regulatory guidelines [1][2]. Group 2: Qualification Review Process - CITIC Securities conducted a thorough qualification review of the selling party, which included interviews and document collection [2]. - The selling party provided a commitment letter regarding the qualifications for the inquiry transfer of shares [2][3]. Group 3: Selling Party's Basic Information - Suzhou Yuzhi Ban Enterprise Management Partnership (Limited Partnership) was established on February 6, 2015, and is located in Suzhou [3]. - The partnership is legally registered and has not faced any legal or regulatory issues that would affect its operational status [3][4]. Group 4: Compliance with Regulations - The selling party has not violated any regulations regarding share reduction or holding period commitments [4][5]. - The shares intended for transfer are pre-IPO shares and are not subject to any pledges or judicial freezes [5][6]. - The selling party has fulfilled necessary review or approval procedures for the transfer [5][6]. Group 5: Financial Performance and Stock Price - Suzhou Yubang New Materials has distributed cash dividends exceeding 30% of the average annual net profit attributable to shareholders over the last three audited fiscal years [6]. - The stock price has remained above the net asset value per share and the IPO issuance price during the last 20 trading days [6]. Group 6: Transfer Window Compliance - The inquiry transfer does not fall within the restricted trading periods outlined in the regulations for directors and senior management [6][7]. - The company has confirmed that there are no significant events that could impact stock trading prices before the completion of the inquiry transfer [6][7]. Group 7: Final Review Opinion - CITIC Securities concludes that the selling party meets the qualifications required for the inquiry transfer as per the relevant guidelines and regulations [8].