Tianyue Advanced: Announcement on the listing and circulation of some restricted shares in the initial public offering
DATE:  Jan 04 2025

Securities code: 688234 Securities abbreviation: Tianyue Advanced Announcement No.: 2025-001

Shandong Tianyue Advanced Technology 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 are no false records, misleading statements or material omissions 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 36,033,000 shares.

The total number of shares outstanding in this listing is 36,033,000 shares.

The listing and circulation date of this stock is January 13, 2025 (because January 12, 2025 is non-exchanged

Easy day, so the listing and circulation date will be postponed to the next trading day).

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

According to the Reply of the China Securities Regulatory Commission on Agreeing to the Registration of the Initial Public Offering of Shares of Shandong Tianyue Advanced Technology Co., Ltd. (Zheng Jian Xu Xu [2021] No. 3935), Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Company", "Tianyue Advanced") made an initial public offering of RMB ordinary shares (A shares)

42,971,105 shares and was listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange on January 12, 2022. Head of Company

After the completion of the public offering, the total share capital is 429,711,044 shares, of which 395,953,759 are restricted shares and 33,757,285 are unrestricted tradable shares.

The restricted shares circulating in this listing are part of the company's initial public offering of restricted shares, the number of restricted shareholders is 2, and the number of restricted shares circulating in this listing is 36,033,000 shares, accounting for 8.38% of the company's total share capital, which is restricted

The period is 36 months from the date of listing of the company (January 12, 2022).

The lock-up period is about to expire and the above shares will be available on January 13, 2025 (due to January 12, 2025

It is a non-trading day, so the listing and circulation date is postponed to the next trading day).

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

The restricted shares listed and circulated this time belong to the initial public offering of part of the restricted shares, which have been issued since the company's initial public offering

Since the formation of the restricted shares, the company has not changed the number of shares due to profit distribution, provident fund conversion, etc.

3. The relevant commitments of the restricted shares listed and circulated this time

According to the Announcement on the Listing of Shandong Tianyue Advanced Technology Co., Ltd. on the Science and Technology Innovation Board for Initial Public Offering, the shareholders who applied for the lifting of the share restriction this time have the following commitments on the listing and circulation of the restricted shares they hold:

(1) The company's shareholders Shanghai Maiming Enterprise Management Center (Limited Partnership) and Shanghai Zhuao Enterprise Management Center (Limited Partnership) share restriction arrangement and voluntary lock-up commitment:

1. Within 36 months from the date of the company's initial public offering and listing, the company shall not transfer or entrust others to manage the shares issued before the company's initial public offering, nor shall the company repurchase the shares issued before the company's initial public offering.

2. If the company reduces its holdings after the expiration of the above-mentioned lock-up period, the company will reduce its holdings according to actual needs and in accordance with the provisions of relevant laws, regulations and normative documents of the Shanghai Stock Exchange, and the reduction price shall be determined according to the secondary market price at that time.

3. If the company fails to fulfill the above commitments, it will publicly explain the specific reasons for the failure and apologize to shareholders and public investors in the general meeting of shareholders and newspapers designated by the Shanghai Stock Exchange or the China Securities Regulatory Commission; If the company obtains income from the reduction of holdings in violation of the above commitments, the proceeds shall belong to the company; At the same time, the company will bear all legal liabilities that may be caused thereby.

(2) The commitment of the company's shareholders Shanghai Maiming Enterprise Management Center (Limited Partnership) and Shanghai Zhuao Enterprise Management Center (Limited Partnership) to hold shares and reduce their holdings:

1. The company will abide by the requirements of the company's initial public offering prospectus and the commitments issued by the company, and strictly abide by the relevant provisions of laws and regulations, and will not reduce the company's shares during the restriction period.

2. When the company reduces its holdings of the company's shares, it will be in accordance with the Securities Law, the Administrative Measures for the Acquisition of Listed Companies, the Several Provisions on the Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Executives of Listed Companies (CSRC Announcement [2017] No. 9), the Implementation Rules for the Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers of Listed Companies on the Shanghai Stock Exchange (SSE Fa [2017] No. 24), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (SSE Fa [2019] No. 22) and other relevant laws. Laws and regulations and normative documents, announce specific shareholding reduction plans in accordance with the law, and comply with relevant shareholding reduction methods, shareholding reduction ratios, shareholding reduction prices, information disclosure and other regulations, to ensure that the reduction of the company's shares is in line with the China Securities Regulatory Commission,

Relevant laws and regulations of the Shanghai Stock Exchange.

3. If the company fails to fulfill the above commitments, the income obtained from the reduction of the company's shares in violation of the above commitments shall be owned by the company.

4. If the China Securities Regulatory Commission or the Shanghai Stock Exchange promulgates new regulations on the shareholding reduction arrangement or puts forward different opinions on the above-mentioned shareholding reduction intentions, the company agrees to revise and implement the relevant commitments on the shareholding reduction in accordance with the new regulations or opinions promulgated by the China Securities Regulatory Commission or the Shanghai Stock Exchange.

As of the disclosure date of this announcement, the shareholders of the restricted shares applying for listing this time have strictly fulfilled the corresponding commitments, and there is no situation where the failure to fulfill the relevant commitments will affect the listing and circulation of the restricted shares.

Fourth, the intermediary agency verification opinions

After verification, the sponsor believes that: as of the date of the issuance of this verification opinion, the listing and circulation of Tianyue Advanced's restricted shares comply with the requirements of relevant laws, regulations and normative documents such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11 - Continuous Supervision, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation; The number of restricted shares released from the restricted sale, the time of listing and circulation, etc., are in accordance with relevant laws, administrative regulations, departmental rules, relevant rules and shareholder commitments; The shareholders of the restricted shares were lifted this time and strictly fulfilled the share lock-up commitments they made in the initial public offering of shares; The company's information disclosure related to the restricted shares is true, accurate and complete.

To sum up, the sponsor has no objection to the lifting of the ban on the listing and circulation of Tianyue Advanced's restricted shares.

5. The restricted shares listed and circulated this time

1. The restricted shares listed and circulated this time are part of the restricted shares in the company's initial public offering and the number of shareholders of restricted shares

2, the number of restricted shares outstanding in this listing is 36,033,000 shares, accounting for 8.38% of the company's total share capital,

The lock-up period is 36 months from the date of listing of the Company (12 January 2022).

2. The listing and circulation time of the restricted shares: January 13, 2025 (due to the non-existence on January 12, 2025.)

trading day, so the listing and circulation date is postponed to the next trading day).

3. The detailed list of restricted shares listed and circulated:

Unit: shares

Holding restricted shares Holding restricted shares This listing flow The remaining restricted shares

Serial number Name of shareholder Number Number of shares in the company Number of shares

Proportion of the total

Holding restricted shares Holding restricted shares This listing flow The remaining restricted shares

Serial number Name of shareholder Number Number of shares in the company Number of shares

Proportion of the total

1 Shanghai Maiming Enterprise Management Center (Limited Partnership) 23,133,000 5.38% 23,133,000 0

2 Shanghai ZHUAO Enterprise Management Center (Limited Partnership) 12,900,000 3.00% 12,900,000 0

Total 36,033,000 8.38% 36,033,000 0

Note: 1. The proportion of restricted shares held in the total number of shares of the company shall be rounded to two decimal places.

2. The difference in the proportion between the number of restricted shares and the total share capital is due to rounding.

3. The original restriction on the sale of the company's shares before the initial public offering directly held by Mr. Zong Yanmin, the controlling shareholder and actual controller of the company

The period is 36 months from the date of the company's initial public offering and listing, subject to the triggering of the fulfillment of commitments to extend the lock-up period

The lock-up period will be extended by 6 months to July 12, 2025, so it will not participate in the listing and circulation this time. For details, please refer to the company

Announcement on the Extension of the Share Lock-up Period disclosed on the website of the Shanghai Stock Exchange on 17 February 2022 (Announcement No.:

2022-002)。

4. The listing and circulation of restricted shares

Unit: shares

Serial No. Type of Restricted Shares Number of Outstanding Shares in this Listing Restricted Period

1 Initial offering of restricted shares 36,033,000 36 months from the date of listing of the company

Total 36,033,000 -

The announcement is hereby made.

Shandong Tianyue Advanced Technology Co., Ltd

board of directors

January 4, 2025

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