Guolian Minsheng Securities Underwriting and Sponsorship Co., Ltd. (hereinafter referred to as the "Sponsor") is the continuous sponsor of Zhuhai Kairuis Technology Co., Ltd. (hereinafter referred to as the "Company" or "Kairuis") for its initial public offering of shares and listing on the ChiNext market. In accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 13—Sponsorship Business," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 2—Normative Operation of ChiNext Listed Companies," and the "Shenzhen Stock Exchange ChiNext Stock Listing Rules," etc., the Sponsor has investigated the matter of the listing and circulation of part of Kairuis's pre-IPO shares. The details are as follows:
I. Pre-IPO Shares and Share Change Situation
(I) Pre-IPO Share Issuance Situation
With the approval of the China Securities Regulatory Commission's "Approval for the Registration of Initial Public Offering of Shares by Zhuhai Kairuis Technology Co., Ltd." (Securities Regulatory License (2023) No. 417), the Company was approved to issue 10,625,000 ordinary shares (A shares) and was listed on the ChiNext market of the Shenzhen Stock Exchange on March 28, 2023. After the completion of the initial public offering, the Company's total share capital was 42,500,000 shares, of which restricted shares amounted to 31,875,000 shares, accounting for 75.00% of the total share capital after issuance; unrestricted shares amounted to 10,625,000 shares, accounting for 25.00% of the total share capital after issuance.
(II) Post-Listing Share Change Situation
On May 17, 2023, the Company's 2022 Annual General Meeting of Shareholders deliberated and approved the "Proposal on the Company's 2022 Profit Distribution Plan." Based on the total share capital of 42,500,000 shares as of March 28, 2023, the Company transferred 3 shares for every 10 shares from capital reserve to all shareholders. The Company's 2022 annual equity distribution was completed on May 26, 2023. After this capital reserve transfer, the Company's total share capital increased to 55,250,000 shares. Apart from this, the Company has not experienced any other share changes due to share increases, buybacks and cancellations, or stock dividends.
As of the date of this announcement, the Company's total share capital is 55,250,000 shares, of which restricted shares are 39,000,000 shares, accounting for 70.59% of the total share capital, and unrestricted shares are 16,250,000 shares, accounting for 29.41% of the total share capital.
II. Commitment Fulfillment by Shareholders Applying for Lifting of Share Restrictions
The restricted shares to be listed and circulated this time are shares issued before the Company's initial public offering. The shareholders applying for the lifting of share restrictions are two parties: Fu Wenwu and Zhuhai Hengqin Ruinuo Investment Consulting Co., Ltd. (hereinafter referred to as "Ruinuo Investment").
According to the Company's "Prospectus for Initial Public Offering of Shares and Listing on the ChiNext Market" and "Listing Announcement for Initial Public Offering of Shares and Listing on the ChiNext Market," Fu Wenwu and Ruinuo Investment, the shareholders applying for the lifting of share restrictions, need to comply with the following commitments: