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Stock code: 688525 Stock abbreviation: BIWIN Storage Announcement No.: 2025-008
Shenzhen BIWIN Storage Technology Co., Ltd
Results of the issuance of shares to specific targets and changes in share capital
of the announcement
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:
Number and price of issuance
1. Number of shares issued: 30,025,284 shares
2. Issue price: 63.28 yuan / share
3. Total amount of funds raised: RMB 1,899,999,971.52
4. Net amount of funds raised: RMB 1,870,685,419.71
The shares are expected to be listed at the same time
Shenzhen BIWIN Storage Technology Co., Ltd. (hereinafter referred to as the "Company") issued new shares this time
30,025,284 shares were issued in Shanghai on April 11, 2025 in China Securities Depository and Clearing Co., Ltd
The company has completed the procedures for share registration, custody and restriction of sale. The new shares issued are tradable shares with limited sale conditions, and the new shares of this issuance will be listed and traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange on the next trading day after the expiration of the restriction period (if the expected listing time falls on a statutory holiday or rest day, it will be postponed to the first trading day thereafter). Restriction on the sale of the new shares
A total of 24 people participated in the subscription with cash, and the shares subscribed by the issuer shall not be transferred within six months from the date of the end of the issuance. After the expiration of the lock-up period, the reduction of shares shall be subject to the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange (hereinafter referred to as the "SSE"). The shares subscribed by the issuer for this issuance shall also comply with the above-mentioned restrictions on the shares obtained from the company's distribution of stock dividends and the conversion of capital reserve into share capital. Where laws and regulations have other provisions on the sales restriction period, follow those provisions.
Transfers of assets
The shares issued this time are all subscribed in cash and do not involve the transfer of assets.
The impact of the issuance on the company's share capital structure
After the completion of the registration of the new shares issued to specific targets, the company added 30,025,284 restricted tradable shares, accounting for 6.51% of the company's total share capital of 461,265,626 shares after the completion of this offering. The issuance will not lead to a change in the control of the listed company, and after the completion of the issuance, the equity distribution of the listed company will meet the listing conditions stipulated in the listing rules of the Shanghai Stock Exchange's Science and Technology Innovation Board.
1. Overview of the issuance
(1) The internal decision-making procedures for the performance of this issuance
On July 19, 2023, the company held the 10th meeting of the third board of directors, which deliberated and approved the meeting
issued relevant proposals, and decided to submit the aforementioned proposals to the company's fourth extraordinary general meeting of shareholders in 2023 for deliberation.
On August 4, 2023, the company held the fourth extraordinary general meeting of shareholders in 2023, and deliberated and approved the "Guan
Proposal on the Company's Compliance with the Conditions for Issuing A Shares to Specific Targets" and "On the Company's 2023 Annual Issuance to Specifics
Proposal on the Proposal for the Issuance of A Shares by Targets and the Issuance of A Shares by the Company to Specific Targets in 2023
Proposals related to this issuance, such as "Proposal on Requesting the Company's General Meeting of Shareholders to Authorize the Board of Directors and its Authorized Persons to Handle the Specific Matters Concerning the Issuance of A Shares to Specific Objects".
On April 29, 2024, due to the adjustment of the investment projects and the amount of funds raised in this issuance, the public
The company held the 18th meeting of the third board of directors and deliberated and approved the "On Adjusting the Company's 2023 Annual Direction
Proposal on the plan for the issuance of A shares by designated targets" and "On the company's issuance of A shares to specific targets in 2023
Proposals related to this issuance, such as the Proposal on Extending the Validity Period of the Resolution of the General Meeting of Shareholders and the Authorization Period for the Issuance of A Shares to Specific Targets in 2023.
On May 20, 2024, the company held the 2023 annual general meeting of shareholders and deliberated and approved the "About Extension".
Proposal on the validity period of the resolution of the shareholders' meeting and the validity period of the authorization for the issuance of A shares to specific targets in 2023.
On November 12, 2024 and November 28, 2024, the company held the second meeting of the third board of directors respectively
The 14th meeting and the 4th Extraordinary General Meeting of Shareholders in 2024 both deliberated and passed the "Proposal on Amending and Extending the Validity Period of the Resolution and Authorization of the General Meeting of Shareholders for Issuing A Shares to Specific Targets in 2023".
On March 12, 2025, the company held the 26th meeting of the third board of directors, which was deliberated and approved
"Proposal on the Authorization of the Company to Issue Shares to Specific Targets".
(2) The regulatory review and registration procedures for the implementation of this issuance
On February 11, 2025, the issuance was approved by the Listing Review Center of the Science and Technology Innovation Board of the Shanghai Stock Exchange
The application for the issuance of shares to a specific target meets the issuance conditions, listing conditions and information disclosure requirements.
On March 10, 2025, the China Securities Regulatory Commission (CSRC) issued the "Approval of Shenzhen Baiweicun
The approval of Chu Technology Co., Ltd. for the registration of issuing shares to specific targets (Zheng Jian Xu Xu [2025] No. 447) agrees to the company's registration application for issuing shares to specific targets.
The issuance was deliberated and approved by the board of directors and the general meeting of shareholders of the company, and was approved by the China Securities Regulatory Commission for registration, and the necessary internal decision-making and external approval procedures were performed.
(3) The issuance
1. The type and par value of the shares to be issued
The shares issued in this issue are RMB ordinary shares (A shares) listed in China, with a par value of RMB1.00 per share.
2. Number of issuances
According to the subscription quotation of the issuance object, the actual number of shares issued to the specific object is 30,025,284 shares, which does not exceed the maximum number of shares to be issued approved by the board of directors and the general meeting of shareholders of the company and registered with the consent of the China Securities Regulatory Commission, and does not exceed the upper limit of the number of shares to be issued (no more than 31,566,705 shares) specified in the issuance plan, and the number of shares to be issued exceeds 70% of the upper limit of the number of shares to be issued as specified in the issuance plan, which is in line with the company's board of directors, Resolutions of the general meeting of shareholders and relevant regulations of the China Securities Regulatory Commission.
3. Issue price
The offering will be issued by auction and will be priced on March 26, 2025, the first day of the offering period
Day. The issue price of the offering is not lower than 20 trading days prior to the pricing benchmark date (February 26, 2025).
Until March 25, 2025) 80% of the average trading price of the company's shares, that is, 60.19 yuan per share, at the end of this offering
The price is 60.19 yuan per share. (The average stock trading price in the 20 trading days prior to the pricing base date = 20 days before the pricing base date.)
Total stock trading volume on trading days ÷total stock trading volume for the 20 trading days prior to the pricing reference date).
AllBright Law Offices witnessed the whole process of investors' subscription invitation and subscription quotation. The company and the sponsor (lead underwriter) Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities", "sponsor (lead underwriter)" or "lead underwriter") determined the issue price of 63.28 yuan per share according to the investor's subscription quotation, in accordance with the principle of priority in the subscription price, priority in the subscription amount and the time priority of receiving the "Shenzhen BIWIN Storage Technology Co., Ltd. to issue A shares to specific objects and listed on the Science and Technology Innovation Board" (hereinafter referred to as the "subscription quotation"). , with a ratio of 105.13% to the issue floor price.
4. Raised funds and issuance costs
The total proceeds from the offering amounted to RMB1,899,999,971.52, representing a net proceeds of RMB1,870,685,419.71 after deducting the issuance expenses of RMB29,314,551.81 (excluding VAT).
5. Sponsor and lead underwriter
The sponsor (lead underwriter) of this offering is Huatai United Securities Co., Ltd.
(4) The capital verification and share registration of the raised funds
1. The receipt of raised funds and capital verification
On April 3, 2025, Tianjian Certified Public Accountants (Special General Partnership) issued the "Verification Report"
(Tianjian Test [2025] No. 3-15). After verification, as of 15:30 on April 2, 2025, cf
The investors who subscribed for the shares have deposited the subscription funds into the account opened by Huatai United Securities in Zhenhua Sub-branch of Industrial and Commercial Bank of China Co., Ltd. Shenzhen Branch, and the total amount of subscription funds has been deposited in the amount of RMB 1,899,999,971.52.
On April 3, 2025, Tianjian Certified Public Accountants (Special General Partnership) issued the "Capital Verification Report"
(Tianjian Test [2025] No. 3-16). After verification, as of 9 o'clock on April 3, 2025, the company actually
Issued 30,025,284 RMB ordinary shares (A shares) to specific targets, with a par value of RMB1.00 per share at an issue price of RMB63.28 per share, raising a total of RMB1,899,999,971.52 in monetary funds, after deducting expenses related to the issuance of RMB29,314,551.81 (excluding VAT), the Company actually raised funds
Net proceeds amounted to RMB1,870,685,419.71, of which RMB1,870,685,419.71 was included in the paid-in share capital
RMB30,025,284.00, included in the capital reserve (share capital premium) of RMB1,840,660,135.71, the registered share capital after issuance is RMB461,265,626.00, and the cumulative paid-in capital is RMB461,265,626.00.
2. Share registration
On April 11, 2025, the company completed the registration, custody and share restriction procedures for the new shares issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
(5) The transfer of assets
The shares issued this time are all subscribed in cash and do not involve the transfer of assets.
(6) The concluding opinions of the lead underwriter and the law firm on the issuance process and the compliance of the subscription object
1. The lead underwriter's concluding comments on the issuance process and the compliance of the subscription object
After verification, the lead underwriter of this offering believes that:
The issuance process of Shenzhen BIWIN Storage Technology Co., Ltd. follows the principles of fairness and impartiality, and meets the current regulatory requirements of the securities market. The issuance price, subscription object, restriction period arrangement, the scale of funds raised, as well as the bidding, pricing and placement process are in line with the "Company Law", "Securities Law", "Administrative Measures for the Registration of Securities Issuance of Listed Companies", "Administrative Measures for Securities Issuance and Underwriting" and "Implementation Rules for the Securities Issuance and Underwriting Business of Listed Companies on the Shanghai Stock Exchange" and other relevant laws, regulations, normative documents and the requirements of the company's board of directors and shareholders' general meeting, and are in line with the interests of listed companies and all their shareholders.
The issuance object does not include the controlling shareholders, actual controllers, directors, supervisors, senior management of the company and the lead underwriter and their related parties controlled or exerting significant influence, and there is no situation in which the above-mentioned institutions and personnel participate in the issuance bidding through direct or indirect means. The Company and its controlling shareholders, actual controllers and major shareholders have not made a commitment to the issuer to guarantee the minimum return or the disguised guarantee of the minimum return, nor have they harmed the interests of the Company directly or through the provision of financial assistance or other compensation to the issuer by interested parties.
The issuance in the issuance process, the selection of subscription objects and the results of the issuance, in line with the relevant provisions of the issuance of shares to specific objects, in line with the company's board of directors, the resolution of the general meeting of shareholders and the relevant provisions of the issuance plan, fully embodies the principle of fairness and justice, in line with the interests of listed companies and all shareholders.
2. The conclusive opinions of the company's lawyer on the issuance process and the compliance of the issuance object
After verification, the company's lawyer, AllBright Law Firm, believes that:
(1) The issuer has obtained the necessary approvals and authorizations for this issuance, and complies with the provisions of relevant laws, regulations and normative documents such as the Company Law, the Securities Law and the Registration Management Measures.
(2) The "Invitation to Subscribe", the sending object and the sending process of this issuance comply with the provisions of relevant laws, regulations and normative documents such as the Administrative Measures for Securities Issuance and Underwriting and the Implementation Rules, and are legal and valid.
(3) The investor who intends to subscribe has submitted the "Subscription Quotation", which is valid, in accordance with the provisions of the "Administrative Measures for the Issuance and Underwriting of Securities" and the "Implementation Rules" and other relevant laws, regulations and normative documents, and is legal and valid.
(4) The determination of the issuance price, the number of issuances and the issuance objects of this issuance shall comply with the provisions of relevant laws, regulations and normative documents such as the "Registration Management Measures", the "Administrative Measures for Securities Issuance and Underwriting" and the "Implementation Rules".
(5) The company's issuance of the "Subscription Invitation", "Subscription Quotation" and "Share Subscription Contract"
and other relevant legal documents are legal and valid, the issuance process is compliant, the issuance results are fair and just, and comply with the provisions of relevant laws, regulations and normative documents such as the Administrative Measures for the Issuance and Underwriting of Securities and the Implementation Rules.
(6) The subscription object of this issuance complies with the provisions of relevant laws, regulations and normative documents such as the Administrative Measures for the Issuance and Underwriting of Securities and the Implementation Rules, and has the corresponding subject qualifications.
In summary, AllBright Law Offices believes that the Company has obtained the necessary authorizations and approvals for this offering in accordance with the law; The legal documents such as the "Subscription Invitation", "Subscription Quotation" and "Share Subscription Contract" involved in this issuance are legal and valid; The issue price, the number of issues and the subscription objects of this offering comply with the relevant provisions of laws, regulations, normative documents and resolutions of the company's general meeting of shareholders; The issuance process of this offering is legal and compliant, and the issuance results are fair and just; The issuance complies with the provisions of relevant laws, regulations and normative documents such as the Company Law, the Securities Law, the Registration Management Measures, the Administrative Measures for the Issuance and Underwriting of Securities, and the Implementation Rules.
2. Brief introduction of the issuance results and targets
(1) Issuance results
According to the subscription price of the subscription object, and in strict accordance with the pricing and placement principle of "priority of subscription price, priority of subscription amount, priority of time of receipt of "subscription quotation" stipulated in the "subscription invitation", the company and the lead underwriter determined that the issue price was 63.28 yuan / share, and the subscription price was 63.28 yuan / share and above 24 subscription objects were determined to be allotted to the issuance object.
The number of shares issued this time is 30,025,284 shares, and the total amount of funds raised is 1,899,999,971.52 yuan.
The final issuance objects, the number of allotted shares and the allotted amount are as follows:
Preface Name of allotted target Number of allotted shares Allotment amount (RMB) Lock-up period
No. (Shares) (M)
1 UBSAG 1,327,433 83,999,960.24 6
2 Caitong Fund Management Co., Ltd. 3,429,203 216,999,965.84 6
3 GF Securities Co., Ltd. 347,667 22,000,367.76 6
4 Cathay Fund Management Co., Ltd. 1,074,589 67,999,991.92 6
5 Guotai Haitong Securities Co., Ltd. Note 1,121,997 70,999,970.16 6
6 He Wei 790,139 49,999,995.92 6
7 Hubei High-tech Investment Holding Investment Co., Ltd. 790,139 49,999,995.92 6
8 Hunan Light Salt Venture Capital Management Co., Ltd. - Light Salt 948,166 59,999,944.48 6
Smart Selection No. 40 Private Securities Investment Fund
9 Valin Jinshan (Tianjin) Industrial Investment Fund Partnership 790,139 49,999,995.92 6
(Limited Partnership)
Preface Name of allotted target Number of allotted shares Allotment amount (RMB) Lock-up period
No. (Shares) (M)
Huatai Asset Management Co., Ltd. (on behalf of "Huatai Preferred
10 No. 3 Equity Pension Product - Industrial and Commercial Bank of China 790,139 49,999,995.92 6
Company limited by shares")
Huatai Asset Management Co., Ltd. (on behalf of "Huatai Asset Management-
11 ICBC-Huatai Asset Management 790,139 49,999,995.92 6
products")
12 Huatai Asset Management Co., Ltd. (on behalf of "Zhonghui Life Insurance 790,139 49,999,995.92 6
Insurance Co., Ltd. - Huatai Multi-Asset Portfolio")
13 China Asset Management Co., Ltd. 995,575 62,999,986.00 6
14 Jiang Mihong 790,139 49,999,995.92 6
15 Lu Wei 948,166 59,999,944.48 6
16 NORD Fund Management Co., Ltd. 3,413,400 215,999,952.00 6
17 Qianhai CSSC (Shenzhen) Smart Ocean Private Equity Base 790,139 49,999,995.92 6
Gold Partnership (Limited Partnership)
18 Qingdao Guoxin Science and Technology Industry Investment Fund Partnership 1,264,222 79,999,968.16 6
(Limited Partnership)
19 Shanghai Shenchuang Industry City Private Equity Fund Partnership (Limited 1,580,278 99,999,991.84 6
Partnership)
20 Shanghai Shenchuang Shenhui Private Equity Fund Partnership (Limited 1,580,278 99,999,991.84 6
Partnership)
21 Wu Xiufang 790,139 49,999,995.92 6
22 Smart Internet Telecom Ark (Shenzhen) Venture Capital Base 3,160,556 199,999,983.68 6
Gold Partnership (Limited Partnership)
23 CITIC Securities Asset Management Co., Ltd. 932,364 58,999,993.92 6
24 Zhou Zhengxian 790,139 49,999,995.92 6
Total 30,025,284 1,899,999,971.52 -
Note: Guotai Junan Securities Co., Ltd. will complete the market of the company's name, registered capital and other matters on April 3, 2025
The registration procedures for the change of the entity have been changed to Guotai Haitong Securities Co., Ltd., the same below.
(2) The basic information of the issuance object
1、UBSAG
Name UBSAG
Nature of the enterprise: Qualified Foreign Institutional Investor
Registered office Bahnhofstrasse 45, 8001 Zurich, Switzerland, andAeschenvorstadt 1,
4051Basel, Switzerland
The capital is CHF 385,840,847
THE MAIN OFFICE ADDRESS IS 52ND FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8
FINANCE STREET CENTRAL, HONG KONG
Legal representative: Landlord Ming
Unified Social Credit Code QF2003EUS001
(Overseas Organisation Number)
Business Scope: Domestic securities investment
1,327,433 shares allocated
The lock-up period is 6 months from the date of the end of the offering
2. Caitong Fund Management Co., Ltd
Name: Caitong Fund Management Limited
Nature of business: Other limited liability company
Registered place: Room 505, No. 619, Wusong Road, Hongkou District, Shanghai
The registered capital is 20,000 yuan
Main office address: 45th Floor, No. 68 Yincheng Middle Road, Pudong New Area, Shanghai
Legal representative: Wu Linhui
Unified Social Credit Code 91310000577433812A
Fund raising, fund sales, asset management of specific clients, asset management and CSRC approval
Business Scope Other businesses that can be used. [Projects subject to approval in accordance with the law can only be carried out after approval by relevant departments.]
Business Activities】
3,429,203 shares were allocated
The lock-up period is 6 months from the date of the end of the offering
3. GF Securities Co., Ltd
Name: GF Securities Co., Ltd
Nature of enterprise Company Limited by shares (listed, invested or controlled by natural persons)
Registered place: Room 618, No. 2, Tengfei 1st Street, Sino-Singapore Guangzhou Knowledge City, Huangpu District, Guangzhou, Guangdong Province
The registered capital is 762,1087,664 yuan
Main office address: GF Securities Building, No. 26, Machang Road, Tianhe District, Guangzhou City, Guangdong Province
Legal representative: Lin Chuanhui
Unified Social Credit Code 91440000126335439C
Permitted items: securities business; sales of public securities investment funds; Securities companies are futures companies
Business Scope: Provide intermediary introduction business; Securities investment fund custody. (Projects subject to approval in accordance with the law, by.)
Business activities can only be carried out after approval by relevant departments, and specific business projects are approved by relevant departments
or license)
347,667 shares allocated
The lock-up period is 6 months from the date of the end of the offering
4. Guotai Fund Management Co., Ltd
Name: Cathay Fund Management Limited
Nature of enterprise Limited liability company (foreign investment, non-sole proprietorship)
Registered place: Room 225, 2nd Floor, No. 1200 Pudong Avenue, China (Shanghai) Pilot Free Trade Zone
The registered capital is 110 million yuan
Main Office Address: 15-20th Floor, Jiayu Building, No. 18 Pingping Road, Hongkou District, Shanghai
Legal representative: Zhou Xiangyong
Unified Social Credit Code 91310000631834917Y
Business Scope Fund establishment, fund business management, and other businesses approved by the China Securities Regulatory Commission. [Required by law.]
Approved projects can only be carried out after approval by relevant departments]
1,074,589 shares allocated
The lock-up period is 6 months from the date of the end of the offering
5. Guotai Haitong Securities Co., Ltd
Name: Guotai Haitong Securities Co., Ltd
Nature of enterprise Other companies limited by shares (listed)
Registered place: No. 618, Shangcheng Road, China (Shanghai) Pilot Free Trade Zone
The registered capital is 890,3730,620 yuan
Main office address: Guotai Haitong Building, 768 West Nanjing Road, Jing'an District, Shanghai
Legal representative: Zhu Jian
Unified Social Credit Code 9131000063159284XQ
Permitted items: securities business; securities investment consulting; Securities companies provide intermediaries for futures companies
Introduce the business. (For projects subject to approval in accordance with the law, business can only be carried out after approval by relevant departments.)
Business scope activities, specific business projects are subject to the approval documents or licenses of relevant departments) general items:
Securities financial advisory services. (Except for projects subject to approval in accordance with the law, with a business license in accordance with the law.)
Main business activities)
1,121,997 shares allocated
The lock-up period is 6 months from the date of the end of the offering
6, He Wei
Name: Wei He
Identification number 4309031982*****
Address: Nanshan District, Shenzhen, Guangdong Province*****
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
7. Hubei High-tech Investment Holding Investment Co., Ltd
Name: Hubei High-tech Investment Holding Investment Co., Ltd
Nature of enterprise Other companies limited by shares (unlisted)
Registered place: 18th Floor, Block T1, Great Wall Hui, No. 9 Zhongbei Road, Wuchang District
The registered capital is 50,000 yuan
Main office address: 18th Floor, Block T1, Great Wall Hui, No. 9 Zhongbei Road, Wuchang District
Legal representative: Zhou Wen
Unified Social Credit Code: 91420106MA4KXBPA3M
capital operation, asset management, investment; investment consulting (excluding financial, securities and futures consulting);
financial advisors; Invest in industrial investment funds, equity investment funds, M&A funds, etc. in accordance with the law; open
asset restructuring through transfer, merger, acquisition, etc.; Carry out direct investment business in accordance with laws and regulations.
Business scope (excluding items restricted and prohibited by national laws and regulations and decisions of the State Council, shall not be restricted or prohibited by any party.)
shall not engage in the solicitation of deposits from the public or the absorption of deposits from the public in disguised form.
shall not engage in financial business such as issuing loans; Projects subject to approval in accordance with the law shall be reviewed by relevant departments
Business activities can only be carried out after approval)
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
8. Hunan Light Salt Venture Capital Management Co., Ltd. - Light Salt Zhixuan No. 40 Private Securities Investment Fund
The manager of the subscription object is Hunan Light Salt Venture Capital Management Co., Ltd., and its basic information is as follows:
Name: Hunan Light Salt Venture Capital Management Co., Ltd
Nature of enterprise: Limited liability company (sole proprietorship of a legal person not invested or controlled by a natural person)
Registered place: 204, Building 2, Binjiang Fund Industrial Park, No. 188, Binjiang Road, Yuelu District, Changsha City, Hunan Province
The registered capital is 978,822,971 yuan
Main office address: 28th Floor, Office Building, Yunda International Plaza, No. 478, Section 1, Furong Middle Road, Kaifu District, Changsha City
Legal representative Ren Yan
Unified Social Credit Code 914300005676619268
private securities investment fund management; asset management; investment management; Securities investment. (Above.)
Business Scope It is not allowed to engage in national financial supervision such as taking deposits, collecting funds, entrusting loans, and issuing loans
management and financial credit business) (projects subject to approval in accordance with law can only be approved by relevant departments.)
to carry out business activities).
948,166 shares were allocated
The lock-up period is 6 months from the date of the end of the offering
9. Valin Jinshan (Tianjin) Industrial Investment Fund Partnership (Limited Partnership)
Name: Valin Jinshan (Tianjin) Industrial Investment Fund Partnership (Limited Partnership)
Nature of business: Limited partnership
Place of registration: Room 213, 2nd Floor, Block D, Office Building, Comprehensive Service Zone, Nangang Industrial Zone, Tianjin Economic and Technological Development Area
The registered capital is 200,000 yuan
Main office address: Valin Group, No. 222, Xiangfu West Road, Tianxin District, Changsha City, Hunan Province
Executive Partner: Hunan Dice Runtong Private Equity Fund Management Co., Ltd
Unified Social Credit Code 91120116684749919D
Business Scope Engaged in investment in unlisted enterprises, investment in non-public issuance of shares of listed companies and phases
consulting services. Where the state has monopoly or special provisions, it shall be handled in accordance with the monopoly and special provisions.
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
10. Huatai Asset Management Co., Ltd. (on behalf of "Huatai Preferred No. 3 Equity Pension Product - Industrial and Commercial Bank of China Co., Ltd.")
The manager of the subscription object is Huatai Asset Management Co., Ltd., and its basic information is as follows:
Name: Huatai Asset Management Limited
Nature of business: Other limited liability company
Place of registration: Unit 8F and 7F701, No. 1101 Bocheng Road, China (Shanghai) Pilot Free Trade Zone
The registered capital is 600.6 million yuan
Main Office Address: 7-8th Floor, Huatai Financial Building, 1101 Bocheng Road, Pudong New Area, Shanghai
Legal representative: Zhao Minghao
Unified Social Credit Code 91310000770945342F
Management and use of own funds and insurance funds, entrusted fund management business, and fund management business
Business Scope Related consulting business, other asset management business permitted by national laws and regulations. [Required by law.]
Approved projects can only be carried out after approval by relevant departments]
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
11. Huatai Asset Management Co., Ltd. (on behalf of "Huatai Asset Management-Industrial and Commercial Bank of China-Huatai Asset Management Products")
The manager of the subscription object is Huatai Asset Management Co., Ltd., and its basic information is as follows:
Name: Huatai Asset Management Limited
Nature of business: Other limited liability company
Place of registration: Unit 8F and 7F701, No. 1101 Bocheng Road, China (Shanghai) Pilot Free Trade Zone
The registered capital is 600.6 million yuan
Main Office Address: 7-8th Floor, Huatai Financial Building, 1101 Bocheng Road, Pudong New Area, Shanghai
Legal representative: Zhao Minghao
Unified Social Credit Code 91310000770945342F
Management and use of own funds and insurance funds, entrusted fund management business, and fund management business
Business Scope Related consulting business, other asset management business permitted by national laws and regulations. [Required by law.]
Approved projects can only be carried out after approval by relevant departments]
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
12. Huatai Asset Management Co., Ltd. (on behalf of "Zhonghui Life Insurance Co., Ltd. - Huatai Multi-Asset Portfolio")
The manager of the subscription object is Huatai Asset Management Co., Ltd., and its basic information is as follows:
Name: Huatai Asset Management Limited
Nature of business: Other limited liability company
Place of registration: Unit 8F and 7F701, No. 1101 Bocheng Road, China (Shanghai) Pilot Free Trade Zone
The registered capital is 600.6 million yuan
Main Office Address: 7-8th Floor, Huatai Financial Building, 1101 Bocheng Road, Pudong New Area, Shanghai
Legal representative: Zhao Minghao
Unified Social Credit Code 91310000770945342F
Management and use of own funds and insurance funds, entrusted fund management business, and fund management business
Business Scope Related consulting business, other asset management business permitted by national laws and regulations. [Required by law.]
Approved projects can only be carried out after approval by relevant departments]
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
13. China Asset Management Co., Ltd
Name: China Asset Management Co., Ltd
Nature of enterprise Limited liability company (foreign investment, non-sole proprietorship)
Registered place: No. 3 A, Anqing Street, Shunyi District, Beijing
The registered capital is 238 million yuan
Main office address: 11th Floor, Building 7, No. 1 Courtyard, Yuetan South Street, Xicheng District, Beijing
Legal representative: Zhang Youjun
Unified Social Credit Code 911100006336940653
(1) Fund raising; (2) fund sales; (3) asset management; (4) Engaging in special
asset management business for designated customers; (5) Other businesses approved by the China Securities Regulatory Commission. (Marketer.)
Business Scope The entity independently selects business projects and carries out business activities in accordance with the law; Projects subject to approval in accordance with the law, by:
After approval by relevant departments, business activities shall be carried out in accordance with the approved content; shall not engage in the property of the state and the city
The business activities of such projects are prohibited and restricted by the business policy. )
995,575 shares were allocated
The lock-up period is 6 months from the date of the end of the offering
14, Jiang Mihong
Name: Jiang Mihong
Identification number: 4306241978*****
Address: Guangming District, Shenzhen, Guangdong Province*****
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
15, Lu Wei
Name: Wei Lu
NRIC: 4303041976*****
Address: Nanshan District, Shenzhen, Guangdong Province*****
948,166 shares were allocated
The lock-up period is 6 months from the date of the end of the offering
16. NORD Fund Management Co., Ltd
Name NORD Fund Management Ltd
Nature of business: Other limited liability company
Registered place: 18th Floor, No. 99 Fucheng Road, China (Shanghai) Pilot Free Trade Zone
The registered capital is 10,000,000 yuan
The main office address in Shanghai is the 18th floor of the Aurora International Building, No. 99 Fucheng Road, Pudong New Area
Legal representative: Pan Fuxiang
Unified Social Credit Code 91310000717866186P
(1) Initiating, establishing and selling securities investment funds; (2) To manage securities investment funds;
Business scope (3) Other businesses approved by the China Securities Regulatory Commission. [Projects subject to approval in accordance with the law, after the phase.]
Business activities can only be carried out after approval by the customs department】
3,413,400 shares allocated
The lock-up period is 6 months from the date of the end of the offering
17. Qianhai CSSC (Shenzhen) Smart Ocean Private Equity Fund Partnership (Limited Partnership)
Name: Qianhai CSSC (Shenzhen) Smart Ocean Private Equity Fund Partnership (Limited Partnership)
Nature of business: Limited partnership
Registered in the Hedge Fund of Fund Town, No. 128, Guiwan 5th Road, Nanshan Street, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen
Heart 407
The registered capital is 381,250,000 yuan
Main office address: No. 128, Guiwan 5th Road, Nanshan Street, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen, Shenzhen
Heart 407
Managing Partner: Qianhai CSSC (Shenzhen) Private Equity Fund Management Co., Ltd
Unified Social Credit Code: 91440300MA5GD1C19N
The general business items are: entrusted asset management and investment management (not engaged in trust and financial financing
property management, securities asset management and other restricted items); Equity investment, entrusted management of equity
Business Scope Investment Funds (No Securities Investment Activities; It is not allowed to raise funds in a public way to carry out investment
capital activities; shall not engage in public offering fund management business) (in accordance with laws, administrative regulations,
If the State Council decides and other provisions require approval, the relevant approval documents can only be obtained in accordance with the law).
Licensed business items are: None
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
18. Qingdao Guoxin Science and Technology Industry Investment Fund Partnership (Limited Partnership)
Name: Qingdao Guoxin Science and Technology Industry Investment Fund Partnership (Limited Partnership)
Nature of business: Limited partnership
Registered place: 2501-7, Block B, Chuangye Building, No. 1 Zhizhidao Road, High-tech Zone, Qingdao City, Shandong Province
The registered capital is 150,000 yuan
Main office address: 2501-7, Block B, Chuangye Building, No. 1 Zhizhidao Road, High-tech Zone, Qingdao, Shandong Province
Managing Partner: Qingdao Guoxin Innovation Equity Investment Management Co., Ltd
Unified social credit code 91370222MAC5RT069L
General projects: private equity funds to engage in equity investment, investment management, asset management and other activities (required
Business Scope Business Scope Business activities can only be engaged in after completing the registration and filing with the Asset Management Association of China). (Except.)
Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law)
1,264,222 shares allocated
The lock-up period is 6 months from the date of the end of the offering
19. Shanghai Shenchuang Industrial City Private Equity Fund Partnership (Limited Partnership)
Name: Shanghai Shenchuang Industry City Private Equity Fund Partnership (Limited Partnership)
Nature of business: Limited partnership
Registered place: 203B, Building 1, No. 11, Lane 1352, Yuyuan Road, Changning District, Shanghai
The registered capital is 386,400,000 yuan
The main office address is 555 Expo Avenue, Pudong New Area, Shanghai
Managing Partner, Shanghai Shenchuang Industrial City Investment Management Center (Limited Partnership)
Unified social credit code: 91310000MA7B8UDC6G
General projects: private equity funds to engage in equity investment, investment management, asset management and other activities (required
Business Scope Business Scope Business activities can only be engaged in after completing the registration and filing with the Asset Management Association of China). (Except.)
Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law)
1,580,278 shares allocated
The lock-up period is 6 months from the date of the end of the offering
20. Shanghai Shenchuang Shenhui Private Equity Fund Partnership (Limited Partnership)
Name: Shanghai Shenchuang Shenhui Private Equity Fund Partnership (Limited Partnership)
Nature of business: Limited partnership
Registered place: Building C, No. 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone
The registered capital is 292,000 yuan
The main office address is 555 Expo Avenue, Pudong New Area, Shanghai
Managing Partner, Shanghai Shenchuang Shenhui Enterprise Management Partnership (Limited Partnership)
Unified social credit code 91310000MAD0WQNK6Q
General projects: private equity funds to engage in equity investment, investment management, asset management and other activities (required
Business Scope Business Scope Business activities can only be engaged in after completing the registration and filing with the Asset Management Association of China). (Except.)
Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law)
1,580,278 shares allocated
The lock-up period is 6 months from the date of the end of the offering
21, Wu Xiufang
Name: Wu Xiufang
ID No. 3401041968*****
Residence Minhang District***** Shanghai
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
22. Smart Internet Telecom Ark (Shenzhen) Venture Capital Fund Partnership (Limited Partnership)
Name: Smart Internet Telecom Ark (Shenzhen) Venture Capital Fund Partnership (Limited Partnership)
Nature of business: Limited partnership
Registered place: Luohu Business Center, No. 2028, Shennan East Road, Chengdong Community, Dongmen Street, Luohu District, Shenzhen
Units 3510-3512
The registered capital is 1,065,909 yuan
Main office address: 42nd Floor, Shenzhen Stock Exchange, No. 2012, Shennan Avenue, Futian District, Shenzhen
Executive Partner, Ark Internet (Shenzhen) Private Equity Fund Management Partnership (Limited Partnership)
Unified social credit code 91440300MA5GEQN630
Venture capital business, fiduciary asset management, investment management (not engaged in trust, financial assets
management, securities asset management and other restricted items); Equity investment, entrusted management of equity investment
Business Scope: Capital Funds (not allowed to engage in securities investment activities; Funds shall not be raised for investment in a public manner
Activity; shall not engage in public offering fund management business) (according to laws, administrative regulations, state
If the decision of the State Council and other regulations require approval, the relevant approval documents can be obtained in accordance with the law before the operation)
3,160,556 shares allocated
The lock-up period is 6 months from the date of the end of the offering
23. CITIC Securities Asset Management Co., Ltd
Name: CITIC Securities Asset Management Limited
Nature of enterprise: Limited liability company (sole proprietorship)
Registered place: Room 1-288, 6th Floor, 01, Building 1, Building 2, Yard 3, Jinli South Road, Fengtai District, Beijing
The registered capital is 100,000 yuan
Main office address: 16th Floor, CITIC Securities Building, No. 48 Liangmaqiao Road, Chaoyang District, Beijing
Legal representative: Yang Bing
Unified social credit code 91110106MACAQF836T
Licensed items: securities business. (For projects subject to approval in accordance with the law, they will be approved by relevant departments.)
Business scope can carry out business activities, and the specific business projects are subject to the approval documents or licenses of relevant departments)
(It is not allowed to engage in business activities of projects prohibited and restricted by the national and municipal industrial policies.) )
932,364 shares were allocated
The lock-up period is 6 months from the date of the end of the offering
24, Zhou Zhengxian
Name: Zhou Zhengxian
ND No. 3204111976*****
Address: Nanshan District, Shenzhen, Guangdong Province*****
790,139 shares allocated
The lock-up period is 6 months from the date of the end of the offering
(3) The relationship between the issuer and the company
According to the subscription materials and commitments provided by the allotted issuers, after verification, the subscription objects of this issuance do not include the controlling shareholders, actual controllers, directors, supervisors, senior managers of the company and the lead underwriter and their related parties under their control or significant influence, nor do they directly subscribe or indirectly participate in the subscription of the issuance through structured products.
(4) A description of the transactions between the issuer and its affiliates and the company in the past year and future transaction arrangements
The final issuer of this offering and its affiliates have no major transactions with the company in the past year; As of the disclosure date of this announcement, there is no future trading arrangement between the company and the issuer. For transactions that may occur in the future, the Company will strictly comply with the requirements of the Articles of Association and relevant laws and regulations, perform the corresponding decision-making procedures, and make full information disclosure.
3. Changes in the top 10 shareholders of the company before and after the issuance
(1) The top ten shareholders of the company before the issuance
Prior to this issuance, as of September 30, 2024, the company's top 10 shareholders held the following shareholdings:
Preface Name of Shareholder Nature of Shares Number of Shares Shareholding Ratio Holding Restriction Conditions
Number (shares) Number of shares (shares)
1 Sun Chengsi Natural persons in China 81,136,000 18.81% 80,936,000
Huaxin Investment Management Co., Ltd
2 - National Integrated Circuit Industry Investment Base State-owned legal person 36,885,396 8.55% -
Gold Phase II Co., Ltd
China Merchants Bank Co., Ltd. - Hua
3 SSE STAR Market 50 Component Trading Others 19,826,352 4.60% -
open-ended index securities investment funds
Shanghai Beyond Moore Private Equity Fund Management
4 Co., Ltd.-Shanghai Beyond Moore Domestic Non-state-owned 12,344,006 2.86% -
Right Investment Fund Partnership (Limited Legal Person
Partnership)
Preface Name of Shareholder Nature of Shares Number of Shares Shareholding Ratio Holding Restriction Conditions
Number (shares) Number of shares (shares)
Industrial and Commercial Bank of China Limited
5 -E Fund SSE STAR Market 50 Cheng Others 12,184,022 2.83% -
exchange-traded open-ended index securities
funds
6 Baitai (Shenzhen) Enterprise Management Consulting Domestic non-state-owned 8,000,000 1.86% 8,000,000
Partnership (Limited Partnership) Legal person
China's Internet investment fund management is domestic non-state-owned
7 Limited Company-China Internet Investment Foundation 7,422,410 1.72% -
Gold (Limited Partnership)
8 Xu Jianfeng Natural persons in China 6,009,000 1.39% 6,000,000
Shenzhen Red Earth Intelligent Equity Investment Management
9 Li Co., Ltd.-Guangdong Hongfu Galaxy Domestic non-state-owned 5,897,986 1.37% -
Red Earth Venture Capital Fund Partnership Legal Person
(Limited Partnership)
Huizhou Red Earth Investment Management Co., Ltd. is not state-owned
10 - Zhuhai Hongtu Zhanlu Equity Investment Corporation 5,881,823 1.36% -
Partnership (Limited Partnership)
Total - 195,586,995 45.35% 94,936,000
(2) The top ten shareholders of the company after the issuance
After the completion of the registration of the issued shares, as of April 11, 2025 (the record date of the new shares), the public
The top 10 shareholders of the company hold the following shares:
Preface Name of Shareholder Nature of Shares Number of Shares Shareholding Ratio Holding Restriction Conditions
Number (shares) Number of shares (shares)
1 Sun Chengsi Natural persons in China 81,136,000 17.59% 80,936,000
Huaxin Investment Management Co., Ltd
2 Division - National Integrated Circuit Industry Investment State-owned legal person 36,885,396 8.00% -
Capital Fund II Co., Ltd
China Merchants Bank Co., Ltd.-
3 ChinaAMC SSE STAR Market 50 Components Others 16,634,240 3.61% -
Easy-to-type open-ended index securities investment
funds
Industrial and Commercial Bank of China Co., Ltd
4 Division-E Fund SSE STAR Market 50 Others 12,889,593 2.79% -
Constituent ETF certificates
Bond investment funds
Preface Name of Shareholder Nature of Shares Number of Shares Shareholding Ratio Holding Restriction Conditions
Number (shares) Number of shares (shares)
5 Baitai (Shenzhen) Enterprise Management Consulting Domestic non-state-owned 8,000,000 1.73% 8,000,000
Partnership (Limited Partnership) Legal person
Shanghai surpasses Moore Private Equity Management
6 Li Co., Ltd.-Shanghai Beyond Motorcycle Domestic non-state-owned 6,731,603 1.46%
Equity Investment Fund Partnership Legal Person
(Limited Partnership)
CITIC Securities Co., Ltd.-
7 Harvest SSE STAR Market Chip Trading Others 6,622,922 1.44% -
Open-ended index securities investment base
gold
8 Xu Jianfeng Natural persons in China 6,009,000 1.30% 6,000,000
9 Shenzhen Fangtailai Enterprise Management Partnership Domestic non-state-owned 5,200,000 1.13% 5,200,000
Enterprise (Limited Partnership) Legal Person
10 Sun Jing Natural persons in China 5,000,000 1.08% 5,000,000
Total - 185,108,754 40.13% 105,136,000
Fourth, the company's share capital change table before and after the issuance
Prior to this issuance, the total share capital of the Company was 431,240,342 shares (as of March 31, 2025).
30,025,284 shares were issued to specific targets, and the total share capital of the company after the issuance was 461,265,626 shares. The changes in the company's share capital structure before and after the issuance to specific targets are as follows:
Before this issuance After this issuance
Class of shares (as of March 31, 2025) Number of shares issued
Quantity (shares) Proportion (%) (Shares) Quantity (shares) Proportion (%)
Limited conditions flow 113,936,000 26.42 30,025,284 143,961,284 31.21
Tong shares
Flows with unrestricted conditions 317,304,342 73.58 - 317,304,342 68.79
Tong shares
Total 431,240,342 100.00 30,025,284 461,265,626 100.00
5. Management discussion and analysis
(1) The impact on the company's share capital structure
Upon completion of the Offering, the Company will add 30,025,284 outstanding shares subject to restricted sale conditions in the Offering
It will not lead to a change in the control of the company, and the controlling shareholder and actual controller of the company is still Mr. Sun Chengsi. After the completion of the issuance, the company's equity distribution meets the listing conditions stipulated in the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules".
(2) The impact on the company's asset structure
After the completion of the issuance, the company's total assets and net assets will increase accordingly, and the company's financial strength, anti-risk ability and follow-up financing ability will be improved.
(3) Impact on the company's business structure
After deducting the issuance expenses, the raised funds of this offering are intended to be invested in the "Huizhou BIWIN Advanced Packaging and Testing and Memory Manufacturing Base Expansion Construction Project" and "Wafer-level Advanced Packaging and Testing Manufacturing Project", which are closely related to the company's main business, and the company's main business scope will not change due to this issuance, and the company's business structure will not change significantly due to this issuance.
(4) Impact on the corporate governance structure
Prior to this issuance, the company has established a sound corporate governance structure in strict accordance with laws and regulations. After the issuance, the company's controlling shareholder and actual controller has not changed, the issuance will not have a significant impact on the company's current corporate governance structure, the company will continue to strengthen and improve the company's corporate governance structure.
(5) The impact on the structure of the company's directors, supervisors, senior executives and scientific researchers
The issuance will not have a significant impact on the structure of directors, supervisors, senior management and core technical personnel, if the company intends to adjust the structure of directors, senior executives and core technical personnel, it will perform the necessary legal procedures and information disclosure obligations in accordance with relevant regulations.
(6) The impact on related party transactions and intra-industry competition
After the completion of the issuance, there will be no changes in the business relationship, management relationship and related party transactions between the controlling shareholder, the actual controller and their affiliates and the company, nor will there be intra-industry competition or potential intra-industry competition as a result of this issuance.
In the event of a related party transaction due to normal business needs of the Company in the future, the Company will determine the transaction price fairly, impartially and impartially in accordance with the provisions of current laws and regulations and the Articles of Association of the Company in accordance with the principles of marketization, and perform the necessary approval and disclosure procedures.
6. Changes in the proportion of shares with equity
Before and after this transaction, the changes in the proportion of shares owned by more than 5% of the company's shareholders and their persons acting in concert with the company are as follows:
Before this issuance After this issuance
Name of shareholder
Quantity (shares) Proportion (%) Quantity (shares) Proportion (%)
Sun Chengsi 81,136,000 18.81 81,136,000 17.59
Sun Jing 5,000,000 1.16 5,000,000 1.08
Sun Liang 4,000,000 0.93 4,000,000 0.87
Xu Jianfeng 6,009,000 1.39 6,009,000 1.30
Baisheng (Shenzhen) Enterprise Management
Consulting Partnership (2,000,000 0.46 2,000,000 0.43.)
Partnership Only)
Baitai (Shenzhen) Enterprise Management
Consulting Partnership (8,000,000 1.86 8,000,000 1.73.)
Partnership Only)
Tideson (Shenzhen) Enterprise
Management Partnership (Limited 2,800,000 0.65 2,800,000 0.61
Partnership)
Shenzhen Fangtailai Enterprise Management 5,200,000 1.21 5,200,000 1.13
Partnership (Limited Partnership)
Sun Rixin 9,000 0.00 9,000 0.00
Actual controller and controlling shares
East and its concert persons small 114,154,000 26.47 114,154,000 24.75
plan
National integrated circuit industry investment
Capital Fund II Co., Ltd. 36,885,396 8.55 36,885,396 8.00
firm
Total 151,039,396 35.02 151,039,396 32.75
Note: The difference in the mantissa of the proportion of shares after the change in equity is due to rounding.
7. The situation of intermediaries who issue professional opinions for the issuance of shares
(1) Sponsor (lead underwriter)
Name: Huatai United Securities Co., Ltd
Legal representative: Jiang Yu
Address: Qianhai Shenzhen-Hong Kong, No. 128, Guiwan 5th Road, Nanshan Street, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen
401, Building B7, Fund Town
Sponsor representatives: Wang Tianqi and Liu Xiaodong
Project team members: Gao Bo, Zhang Yanheng, Huang Tao, Fan Qijia, Chang Yi, Wang Zechuan, Liu Yang
Office address: 27th Floor, Fund Building, No. 5999, Yitian Road, Futian District, Shenzhen
Contact number 0755-81902000
Fax number 0755-81902020
(2) Company lawyers
Name AllBright Law Offices
Person in charge: Shen Guoquan
Handling lawyers: Mo Haiyang, Feng Xianjie
Address: 11th/12th Floor, Shanghai Tower, 501 Yincheng Middle Road, Pudong New Area, Shanghai
Contact number 0755-82816698
Fax number 0755-82816898
(C) audit institutions and capital verification institutions
Name: Tianjian Certified Public Accountants (Special General Partnership)
Person in charge: Zhang Liyan
Handle Certified Public Accountant
Chen Xiao, Lei Lina
division
Address: 6th Floor, Xinhu Business Building, No. 128 Xixi Road, Xihu District, Hangzhou, Zhejiang Province
Contact number 0755-82903436
Fax number 0755-82990751
The announcement is hereby made.
Board of Directors of Shenzhen BIWIN Storage Technology Co., Ltd
April 15, 2025
Ticker Name
Percentage Change
Inclusion Date