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广立微: 中国国际金融股份有限公司关于杭州广立微电子股份有限公司首次公开发行前已发行股份上市流通的核查意见
Zheng Quan Zhi Xing· 2025-07-31 16:26
Core Viewpoint - The report outlines the verification opinion of China International Capital Corporation regarding the listing and circulation of pre-IPO shares of Hangzhou Guangli Microelectronics Co., Ltd, confirming compliance with relevant regulations and the fulfillment of shareholder commitments [1][19]. Group 1: IPO and Share Capital Changes - The company completed its initial public offering (IPO) of 50 million shares, approved by the China Securities Regulatory Commission, and listed on the Shenzhen Stock Exchange on August 5, 2022, resulting in a total share capital of 200 million shares [1]. - After the IPO, the total share capital is 200,281,088 shares, with 160,104,687 shares subject to trading restrictions, accounting for 80.05% of the total, and 39,895,313 shares being freely tradable [1]. Group 2: Shareholder Commitments for Share Lock-up - Four shareholders applied for the lifting of share lock-up, including Hangzhou Guangli Equity Investment Co., Ltd., and commitments were made to not transfer or manage shares for 36 months post-listing [2][3]. - If the closing price falls below the IPO price at the end of the six-month period post-listing, the lock-up period will automatically extend for an additional six months [3][4]. Group 3: Share Reduction Commitments - Shareholders committed to a gradual reduction of shares post-lock-up, with a maximum of 25% of their holdings allowed to be sold in the first year after the lock-up period [5][6]. - Any reduction in share price below the IPO price within two years post-lock-up will result in adjustments to the reduction price and quantity [7][8]. Group 4: Measures for Stabilizing Share Price - The company will implement measures to stabilize share prices if the stock price falls below the latest audited net asset value for 20 consecutive trading days within three years of listing [9][10]. - The stabilization measures include share buybacks and potential increases in holdings by controlling shareholders, subject to regulatory compliance [11][12]. Group 5: Compliance and Verification - The verification by the sponsor institution confirms that the lifting of share restrictions complies with relevant regulations and that the disclosures made by the company are accurate and complete [19].
丛麟科技: 丛麟科技2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-07 11:12
Core Viewpoint - Shanghai Conglin Environmental Technology Co., Ltd. is proposing a share buyback plan to stabilize its stock price due to the stock closing below its net asset value for 20 consecutive trading days, which triggers the buyback measures outlined in its stock price stabilization plan [6][8]. Group 1: Meeting Procedures - The meeting will ensure the presence of only relevant participants, including shareholders, directors, and legal representatives, to maintain order [2][3]. - Shareholders must sign in 20 minutes before the meeting and present necessary identification to participate [2][3]. - The meeting will follow a specific agenda for discussing and voting on proposals [3][7]. Group 2: Share Buyback Proposal - The buyback aims to protect investor interests and stabilize the stock price, with a total buyback fund ranging from RMB 20 million to RMB 40 million [8][9]. - The buyback will be conducted through centralized bidding, with a maximum price of RMB 19.09 per share [10][11]. - The buyback shares will be canceled within 10 days after the completion or termination of the buyback [15]. Group 3: Financial Impact - As of March 31, 2025, the company has total assets of approximately RMB 3.19 billion and a debt ratio of 16.23%, indicating that the buyback will not significantly impact its financial stability [12][13]. - The company will use its own funds and special loans for the buyback, ensuring that it can meet its obligations without affecting its operational capabilities [13][14]. Group 4: Governance and Compliance - The board of directors has not engaged in any insider trading or market manipulation prior to the buyback decision, ensuring compliance with regulations [14]. - The management is authorized to handle all matters related to the buyback, including adjustments to the plan as necessary [15][16].
星华新材: 平安证券股份有限公司关于浙江星华新材料集团股份有限公司首次公开发行前已发行股份上市流通的核查意见
Zheng Quan Zhi Xing· 2025-03-26 11:27
Core Viewpoint - Ping An Securities has conducted a verification of the listing circulation of shares issued prior to the initial public offering (IPO) of Zhejiang Xinghua New Materials Group Co., Ltd. The verification is in accordance with relevant laws and regulations, confirming the company's compliance with the requirements for share issuance and circulation [1][2]. Group 1: IPO and Share Issuance - The company successfully completed its IPO on September 30, 2021, with 15 million shares issued, resulting in a total share capital of 60 million shares, of which 15 million are freely tradable and 45 million are subject to restrictions [1]. - Following the annual shareholders' meeting on May 16, 2022, the company implemented a profit distribution plan that included a capital reserve conversion, increasing the total share capital to 120 million shares, with 30 million freely tradable and 90 million restricted [2]. Group 2: Share Capital Changes - The company approved a share buyback plan during the second extraordinary shareholders' meeting in 2024, with a total of 3,775,174 shares repurchased from November 26, 2024, to January 14, 2025. The total share capital was subsequently reduced to 116,224,826 shares, with 39,094,828 freely tradable and 77,129,998 restricted [3]. - As of the date of the verification opinion, the total number of shares is 116,224,826, with 33.64% being freely tradable and 66.36% being restricted [3]. Group 3: Shareholder Commitments - Shareholders, including Wang Shijie and Chen Yi, have made commitments regarding the transfer of shares, including a lock-up period of 36 months from the IPO date, during which they will not transfer or manage their shares [4][5]. - The commitments also stipulate that if the closing price falls below the issuance price for a specified period, the lock-up period will automatically extend by six months [4][5]. Group 4: Share Buyback and Price Stabilization Measures - The company has outlined measures for stabilizing share prices, including share buybacks and commitments from controlling shareholders and management to increase their holdings under certain conditions [7][8]. - Specific procedures for implementing these measures include obtaining shareholder approval and ensuring compliance with relevant laws and regulations [9][10]. Group 5: Accountability and Compliance - The controlling shareholders have committed to fulfilling all public commitments made during the IPO process and accepting social supervision. Failure to comply will result in specific accountability measures, including public apologies and restrictions on share transfers [11][12].
金海通:金海通首次公开发行股票招股说明书
2023-02-15 16:18
天津金海通半导体设备股份有限公司 JHT Design Co.,Ltd. (天津华苑产业区物华道 8 号 A106) 保荐机构(主承销商) 天津金海通半导体设备股份有限公司 招股说明书 (上海市广东路 689 号) 首次公开发行股票招股说明书 本次发行概况 | 发行股票类型 | 人民币普通股(A 股) | | --- | --- | | 发行股数 | 万股,全部为新股发行,原股东不公开发售股份,本 1,500.00 | | | 次公开发行股票数量占发行后公司总股本的比例为 25% | | 每股面值 | 1.00 元 | | 每股发行价格 | 58.58 元 | | 发行日期 | 2023 年 2 月 20 日 | | 拟上市的证券交易所 | 上海证券交易所 | | 发行后总股本 | 万股 6,000.00 | | | (一)控股股东、实际控制人崔学峰、龙波承诺 | | | 1.自公司股票上市之日起 36 个月内,不转让或者委托他人管理 | | | 本人直接或者间接持有的公司首次公开发行股票前已发行的股 | | | 份,也不由公司回购本人直接或者间接持有的公司首次公开发 | | | 行股票前已发行的股份。 | ...