Qianxin: Qianxin's initial public offering of some restricted shares listed and circulated announcement
DATE:  Sep 12 2024

Securities code: 688561 Securities abbreviation: Qianxin Announcement No.: 2024-029

Qianxin Technology Group Co., Ltd

Announcement on the listing and circulation of some restricted shares in the initial public offering

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

The type of stock listing is the initial offering of restricted shares; The number of shares listed is 175,113,662 shares.

The total number of shares outstanding in this listing is 175,113,662 shares.

The stock will be listed for circulation on September 23, 2024.

Mr. Qi Xiangdong, the controlling shareholder and actual controller of the company, promised to 6 in the future from September 22, 2024

During the month, it did not transfer or reduce its direct holdings of 149,561,640 shares of the company in any way, accounting for 21.83% of the company's total share capital as of the disclosure date of this announcement.

In accordance with the relevant regulations and public commitments, Mr. Qi Xiangdong, the shareholders of the Company, Ningbo Meishan Bonded Port Area Anyuan Chuangzhi Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Anyuan Chuangzhi") and Tianjin Qi'an No. 3 Technology Partnership (Limited Partnership) (hereinafter referred to as "Qi'an No. 3") will be within two years after the expiration of the lock-up period, that is, in 2025

If the pre-IPO shares are reduced before December 31, the reduction price shall not be lower than the issue price (56.10 yuan/share*). firm

Shareholders will strictly comply with the requirements of the relevant regulations and public commitments.

Note: If the issue price (56.10 yuan/share) is subsequently ex-rights and ex-dividends due to dividends, share gifts, capital reserve conversion to share capital, additional issuance of new shares or allotment, etc., the issue price shall be adjusted in accordance with relevant laws, regulations, normative documents and relevant provisions of the Shanghai Stock Exchange.

1. The types of restricted shares that are listed and circulated this time

According to the China Securities Regulatory Commission's "About Agreeing to Qi'an Xinke

The approval of the registration of the initial public offering of shares of Technology Group Co., Ltd. (Zheng Jian Xu Xu [2020] No. 1356), Qianxin Technology Group Co., Ltd. (hereinafter referred to as "Qianxin" or the "Company") was approved to the public for the first time

Public offering of 101,941,579 RMB ordinary shares, with the approval of the Shanghai Stock Exchange, in July 2020

On the 22nd, it was listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange. After the completion of the company's initial public offering, the total share capital

679,616,000 shares, including 610,379,020 restricted shares and 69,236,980 unrestricted shares.

The restricted shares circulating in this listing are the company's initial public offering of restricted shares, and the shareholders of the restricted shares are Mr. Qi Xiangdong, Anyuan Chuangzhi and Qi'an No. 3, and the number of shares in circulation in this listing is 175,113,662 shares, accounting for 25.56% of the company's total share capital on the disclosure date of this announcement. The lock-up period of this part of the restricted shares is: from the date of listing of the company's shares

Three full fiscal years, i.e., December 31, 2023. In addition, according to the relevant commitments, Mr. Qi Xiangdong promised

From March 22, 2024 to September 21, 2024 (non-trading day), there will be no transfer or reduction of holdings in any way

Shares of the company held directly or indirectly by the company. As a result, the 175,113,662 restricted shares in circulation will be listed and circulated from September 23, 2024, including 149,561,640 shares directly held by Mr. Qi Xiangdong and 25,552,022 shares indirectly held by Mr. Qi Xiangdong through Anyuan Chuangzhi and Qi'an No. 3.

2. Changes in the number of shares of the company since the formation of the restricted shares

Upon completion of the Company's initial public offering, the total share capital will be 679,616,000 shares.

On December 13, 2021, the Company's 2020 restricted stock incentive plan granted part of the first vesting for the first time

A total of 2,466,124 shares were registered and listed for circulation, and the total share capital of the company increased from 679,616,000

shares increased to 682,082,124 shares. For details, please refer to the company's listing on the Shanghai Stock Exchange on December 8, 2021

The "Qianxin 2020 Restricted Stock Incentive Plan 2020 Vesting Results of Part of the First Vesting Period and Share Listing Announcement" (Announcement No.: 2021-040) on the website (www.sse.com.cn).

On September 7, 2022, the Company's 2020 restricted stock incentive plan granted part of the first vesting for the first time

A total of 7,399 shares were registered and listed for circulation, and the total share capital of the company increased from 682,082,124 shares

Added to 682,089,523 shares. For details, please refer to the company's publication on the Shanghai Stock Exchange website on September 3, 2022

(www.sse.com.cn) of the "Qianxin 2020 Restricted Stock Incentive Plan for the First Time Grant Part of the First Vesting Period Part of the Incentive Objects Vesting Results and Share Listing Announcement" (Announcement No.: 2022-056).

On March 15, 2023, the Company's 2020 restricted stock incentive plan was granted for the first time

A total of 3,008,852 shares in the first vesting period of the vesting period and reserved grant part have been registered and listed for circulation.

The total share capital of the company increased from 682,089,523 shares to 685,098,375 shares. For details, please refer to the company's report on March 2023

On January 11, the "Announcement on the Vesting of Part of the First Vesting Period of the First Grant of the 2020 Restricted Stock Incentive Plan and the Vesting Results of the First Vesting Period of the First Vesting Period of the Reserved Grant Part and the Listing of Shares" (Announcement No.: 2023-012) was published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

On June 6, 2023, the first vesting of the first vesting portion of the Company's 2020 restricted stock incentive plan was reserved for grant

A total of 74,002 shares were registered and listed for circulation, and the total share capital of the company increased from 685,098,375 shares

Added to 685,172,377 shares. For details, please refer to the company's publication on the Shanghai Stock Exchange website on June 1, 2023

The "Announcement on the Vesting of Part of the Incentive Objects in the First Vesting Period of the Reserved Grant Part of Qianxin's 2020 Restricted Stock Incentive Plan and Share Listing" (Announcement No.: 2023-031) (Announcement No.: 2023-031) of the station (www.sse.com.cn).

Since the formation of the company's initial public offering of restricted shares, the company has not changed the number of shares due to profit distribution and provident fund conversion.

3. The relevant commitments for the listing and circulation of restricted shares

(1) Mr. Qi Xiangdong's relevant commitments on the shares held, share lock-up, shareholding intention, and reduction of shareholdings:

According to the Prospectus for the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board and the Announcement on the Listing of Qianxin's Initial Public Offering of Shares on the Science and Technology Innovation Board, Mr. Qi Xiangdong undertakes as follows:

1. Commitment on the shares held

There is no pledge of the company's shares held by me, I have not set up any third-party rights and interests in such shares, I have not made any restrictive arrangements for the voting rights and income rights contained in such shares, there is no pledge, freezing or ownership dispute and other rights restrictions on such shares, there is no entrusted shareholding, trust shareholding, etc., and I have not made any other potential arrangements for such shares.

2. Commitment on share lock-up

1) I will strictly abide by the requirements of laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange, and within 36 months from the date of listing of the company's shares and within six months after resignation, I will not transfer or entrust others to manage the company's shares held by me before the issuance, nor will I propose to repurchase the shares by the company. If the two parties to the transfer have a control relationship or are controlled by the same actual controller, the aforesaid undertaking may be waived after 12 months from the date of listing of the company's shares.

2) Within six months after the listing of the company's shares, if the closing price of the company's shares for 20 consecutive trading days is lower than the issue price of the company's offering ("issue price"), or the closing price of the company's shares at the end of the six months after listing (if the day is not a trading day, the first trading day after that day) is lower than the issue price, the lock-up period of the company's above-mentioned shares held by me will be automatically extended for six months on the basis of the original lock-up period.

3) If the company after the issuance of dividends, shares, capital reserve to increase share capital, additional new shares or allotment

and other reasons, the issue price shall be adjusted in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the Shanghai Stock Exchange.

3. Commitment on shareholding intentions

I continue to be optimistic about the development prospects of the company and the industry in which it operates, and believe that the act of listing and public offering of shares is an important means of corporate financing, rather than speculation of short-term arbitrage. Therefore, I am willing to hold the company's shares for a longer period of time and more stably.

4. Commitment to reduce shareholdings

1) If the company does not make a profit at the time of stock listing, I will not reduce my pre-IPO shares within 3 full fiscal years from the date of listing of the company's shares before the company realizes a profit; In the 4th and 5th fiscal years from the date of listing of the company's shares, the reduction of pre-IPO shares in each year does not exceed 2% of the total number of shares of the company.

2) During my tenure as a director of the company, the annual transfer of shares shall not exceed 25% of the total number of shares of the company held by me.

3) I will comply with the requirements of laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange such as the Implementation Rules for Shareholders, Directors, Supervisors and Senior Managers of Listed Companies on the Shanghai Stock Exchange, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Questions and Answers on the Review of the Issuance and Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and other relevant rules of the Shanghai Stock Exchange for lock-up arrangements and share reduction arrangements after the expiration of the lock-up period. If there are other requirements or adjustments in laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange, I will implement the relevant requirements in effect at that time.

4) If the shares I hold are reduced within two years after the expiration of the lock-up period, the reduction price shall not be lower than the issue price (if the company ex-rights and ex-dividends due to dividends, share gifts, capital reserve conversion to share capital, additional issuance of new shares or allotment of shares after the issuance, the issue price shall be adjusted in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the Shanghai Stock Exchange), and shall comply with the requirements of laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange, and the cumulative number of shares reduced shall not exceed the shares I held before the issuance 100%。

5) Before reducing my shareholdings, I shall make an announcement three trading days in advance (if otherwise required by laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange, etc., such provisions shall prevail), and timely and accurately fulfill the information disclosure obligations in accordance with the requirements of laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange.

6) I promise the corresponding legal responsibility for the above matters. If I violate the above commitments and reduce my holdings of the company's shares without authorization, the proceeds from my reduction of the company's shares shall belong to the company.

7) I will not give up the performance of this commitment due to job change, resignation and other reasons.

(2) Anyuan Chuangzhi and Qi'an No. 3 commitments on the shares, share lock-up, shareholding intention and shareholding reduction:

According to the "Prospectus for the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board" and the "Announcement on the Listing of Qi'anxin's Initial Public Offering of Shares on the Science and Technology Innovation Board", Anyuan Chuangzhi and Qi'an No. 3 promise as follows:

1. Commitment on the shares held

There is no pledge of the company's shares held by the Partnership, the Partnership has not set up any third-party rights and interests in such shares, has not made any restrictive arrangements for the voting rights and income rights contained in such shares, has not made any pledges, frozen or ownership disputes and other rights restrictions on such shares, and there is no entrusted shareholding, trust shareholding, etc., and the Partnership has not made any other potential arrangements for such shares.

2. Commitment on share lock-up

1) The partnership will strictly abide by the requirements of laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange, and will not transfer or entrust others to manage the pre-issuance shares of the partnership / the company within 36 months from the date of listing of the company's shares, nor will it propose to repurchase the shares by the company. If the two parties to the transfer have a control relationship or are controlled by the same actual controller, the aforesaid undertaking may be waived after 12 months from the date of listing of the company's shares.

2) Within six months after the listing of the company's shares, if the closing price of the company's shares for 20 consecutive trading days is lower than the issue price of the company's offering (the "issue price"), or the closing price of the company's shares at the end of the six months after listing (if the day is not a trading day, the first trading day after that day) is lower than the issue price, the lock-up period of the above-mentioned shares of the company held by the partnership will be automatically extended for six months on the basis of the original lock-up period.

3) If the company ex-rights and ex-dividends due to dividends, share gifts, capital reserve conversion to share capital, additional issuance of new shares or allotment of shares after the issuance, the issue price shall be adjusted in accordance with relevant laws, regulations, normative documents and the relevant provisions of the Shanghai Stock Exchange.

3. Commitment on shareholding intentions

The partnership continues to be optimistic about the development prospects of the company and the industry in which it operates, and believes that the listing is a public development

The act of trading stocks is an important means of corporate financing, rather than speculation in short-term arbitrage. Therefore, the partnership is willing to hold the company's shares for a longer period of time and more stably.

4. Commitment to reduce shareholdings

1) If the company does not make a profit at the time of stock listing, the partnership will not reduce its pre-IPO shares within 3 full fiscal years from the date of listing of the company's shares before the company realizes a profit; In the 4th and 5th fiscal years from the date of listing of the company's shares, the annual reduction of pre-IPO shares shall not exceed 2% of the total number of shares of the company.

2) The partnership will comply with the requirements of laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange in accordance with the requirements of laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange in accordance with the requirements of the Implementation Rules for Shareholders, Directors, Supervisors and Senior Managers of Listed Companies on the Shanghai Stock Exchange, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Questions and Answers on the Review of the Issuance and Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange. If there are other requirements or adjustments in laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange, the partnership will comply with the relevant requirements in effect at that time.

3) If the shares held by the partnership are reduced within two years after the expiration of the lock-up period, the reduction price shall not be lower than the issue price (if the company ex-rights and ex-dividends due to dividends, share gifts, capital reserve conversion to share capital, additional issuance of new shares or allotment of shares after the issuance, the issue price shall be adjusted in accordance with the relevant laws, regulations, normative documents and relevant provisions of the Shanghai Stock Exchange), and shall comply with the requirements of laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange, etc., and the cumulative number of reductions shall not exceed the number of shares of the partnership/ 100% of the Company's pre-issuance shares.

4) Before the partnership reduces its shareholdings, it shall make an announcement three trading days in advance (if otherwise required by laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange, etc., such provisions shall prevail), and timely and accurately perform the information disclosure obligations in accordance with the requirements of laws, regulations, normative documents and relevant rules of the Shanghai Stock Exchange.

5) The partnership undertakes to bear the corresponding legal responsibilities for the above matters. If the partnership violates the above commitments and reduces the company's shares without authorization, the proceeds from the partnership's reduction of the company's shares shall belong to the company.

(3) The commitment of the relevant shareholders not to reduce their holdings of the company's shares during the specific period:

Based on the confidence in the company's future high-quality development and the recognition of the company's long-term value, Mr. Qi Xiangdong, the controlling shareholder and actual controller of the company, and his concerted actors, Anyuan Chuangzhi and Qi'an No. 3, have committed to March 2023

22 days not to transfer or reduce its holdings of the company's shares in any way within the next 12 months; During the commitment period, if there are shares arising from the conversion of capital reserve into share capital, distribution of stock dividends, allotment of shares, additional issuance, etc., the above commitments shall also be observed.

For details, please refer to the company's publication on the website of the Shanghai Stock Exchange on March 22, 2023 (www.sse.com.cn)

Announcement of Qianxin on the Commitment of the Controlling Shareholder and its Persons Acting in Concert Not to Reduce the Company's Shares for a Specific Period (Announcement No.: 2023-014).

Mr. Qi Xiangdong, the controlling shareholder and actual controller of the company, promised to launch 6 in the future from March 22, 2024

not to transfer or reduce its direct or indirect holdings of the Company's shares in any way during the month; During the commitment period, if there are shares arising from the conversion of capital reserve into share capital, distribution of stock dividends, allotment of shares, additional issuance, etc., the above commitments shall also be observed.

For details, please refer to the company's publication on the website of the Shanghai Stock Exchange on January 31, 2024 (www.sse.com.cn)

The announcement of Qianxin on promoting the company's "quality and efficiency improvement and return" and the commitment of the controlling shareholder and actual controller not to reduce the company's shares in a specific period (Announcement No.: 2024-001).

Mr. Qi Xiangdong, the controlling shareholder and actual controller of the company, promised to establish 6 in the future from September 22, 2024

not to transfer or reduce the company's shares directly held by it in any way during the month; During the commitment period, if there are shares arising from the conversion of capital reserve into share capital, distribution of stock dividends, allotment of shares, additional issuance, etc., the above commitments shall also be observed. For details, please refer to the "Announcement of Qianxin on the Commitment of the Controlling Shareholder and Actual Controller Not to Reduce the Company's Shares in a Specific Period" (Announcement No.: 2024-030) disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

In addition to the above commitments, the shareholders of the restricted shares who applied for the lifting of the restriction have no other special commitments. As of the disclosure date of this announcement, the shareholders of the restricted shares who applied for listing this time have strictly fulfilled the corresponding commitments, and there is no situation that the failure to fulfill the relevant commitments will affect the listing and circulation of the restricted shares.

4. Occupation of funds by controlling shareholders and their related parties

As of the disclosure date of this announcement, the company does not have the controlling shareholder and its related parties to occupy funds.

5. Verification opinions of intermediary agencies

After verification, the sponsor believes that:

As of the date of issuance of this verification opinion, the shareholders of the restricted shares of the company who applied for listing and circulation this time have strictly fulfilled the corresponding share lock-up commitments; The number of restricted shares listed and circulated by the company and the time of listing and circulation comply with the requirements of relevant laws, regulations and normative documents such as 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 Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation); Company pairs

The information disclosure of the listing and circulation of restricted shares is true, accurate and complete.

To sum up, the sponsor has no objection to the listing and circulation of the company's restricted shares.

6. The listing and circulation of restricted shares

(1) The total number of restricted shares circulating in this listing is 175,113,662 shares.

(2) The date of this listing and circulation is September 23, 2024.

(3) A detailed list of restricted shares listed and circulated

Preface Holding Restricted Shares Accounting for the remaining restricted shares in this listing flow

Name of Shareholder Number of Shares Total Share Capital of the Company Number of Shares

(shares) example (%) (shares) (shares)

1 Qi to East 149,561,640 21.83 149,561,640 0

2 Ningbo Meishan Bonded Port Area

Yuan Chuangzhi Equity Investment Partnership 25,500,403 3.72 25,500,403 0

Enterprise (Limited Partnership)

3 Tianjin Qi'an No. 3 Science and Technology Cooperation

Partnership (Limited Partnership) 51,619 0.01 51,619 0

Total 175,113,662 25.56 175,113,662 0

Listing and Circulation of Restricted Shares:

Serial No. Type of Restricted Shares Number of Shares Circulating in this Listing (Shares)

1 Initial restricted shares 175,113,662

Total - 175,113,662

7. Structure of changes in share capital

Before the change Number of changes After the change

Shares outstanding under restricted conditions 175,113,662 -175,113,662 0

510,058,715 +175,113,662 685,172,377 shares outstanding on unrestricted terms

Total shares 685,172,377 0 685,172,377

8. Miscellaneous

Based on the confidence in the company's future high-quality development and the recognition of the company's long-term value, the company's controlling shareholders,

Mr. Qi Xiangdong, the actual controller, promised not to transfer in any way in the next 6 months from September 22, 2024

Transferring or reducing the shares of the company directly held by the company, the details of which can be found on the company's website of the Shanghai Stock Exchange on the same day

Announcement on the reduction of the company's shares (Announcement No.: 2024-030).

According to the relevant regulations and public commitments, the company's shareholders Mr. Qi Xiangdong, Anyuan Chuangzhi and Qi'an No. 3 are locked

Within two years after the expiration of the period, that is, if the pre-IPO shares are reduced before December 31, 2025, the reduction price shall not be lower than the issuance

The market price (56.10 yuan / share, if the company subsequently ex-rights and ex-dividends due to dividends, share gifts, capital reserve to increase share capital, additional new shares or allotments, etc., the issue price shall be adjusted in accordance with relevant laws, regulations, normative documents and the relevant provisions of the Shanghai Stock Exchange). The shareholders of the company will strictly abide by the relevant regulations and the requirements of public commitments.

The board of directors of the company will continue to supervise the fulfillment of relevant commitments of shareholders and fulfill information disclosure obligations in a timely manner.

The announcement is hereby made.

Board of Directors of Qianxin Technology Group Co., Ltd

September 12, 2024

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