7-4-1 Important Commitments and Restrictive Measures for Non-fulfillment by the Issuer, its Actual Controller, Controlling Shareholder, Shareholders Holding 5% or More of Shares, and Responsible Subjects such as Directors, Supervisors, and Senior Management
| No. | File Name | Page |
|---|---|---|
| 1 | Commitment regarding share lock-up, shareholding, and reduction intentions | 1 |
| 2 | Commitment regarding company stock price stabilization | 32 |
| 3 | Commitment regarding assuming liability for compensation in accordance with the law | 53 |
| 4 | Commitment regarding share buybacks | 70 |
| 5 | Commitment regarding share buybacks for fraudulent issuance and listing | 77 |
| 6 | Commitment regarding dilution of immediate returns by the initial public offering | 83 |
| 7 | Commitment regarding profit distribution | 98 |
| 8 | Commitment letter regarding reducing and standardizing related-party transactions | 106 |
| 9 | Commitment regarding restrictive measures in case of failure to fulfill commitments | 128 |
Letter of Commitment Regarding Share Lock-up, Shareholding, and Reduction Intentions
In view of Jiangsu Zhanxin Semiconductor Technology Co., Ltd. (hereinafter referred to as the "Issuer" or the "Company") proposing to apply for an initial public offering of shares and listing on the ChiNext market (hereinafter referred to as the "Offering"), the undersigned, as the controlling shareholder of the Issuer, hereby commits as follows:
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The undersigned remains optimistic about the business prospects of the Company, fully supports the development of the Company, and intends to hold the Company's shares for the long term.
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Within 36 months from the date of the listing of the Issuer's shares, the undersigned will not transfer or entrust others to manage the shares of the Issuer directly or indirectly held by the undersigned (hereinafter referred to as "held" or "holding") prior to the Offering, nor will the undersigned propose that the Issuer repurchase such shares.
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If the net profit of the Company in the year prior to the listing (based on the net profit attributable to the parent company after deducting non-recurring gains and losses, the same below) declines by more than 50%, the lock-up period for the shares held by the undersigned will be extended by 12 months; if the net profit in the second year after the Company's listing declines by more than 50% compared to the year prior to the listing, the lock-up period for the shares held by the undersigned will be extended by an additional 6 months on the above basis; if the net profit in the third year after the Company's listing declines by more than 50% compared to the year prior to the listing, the lock-up period for the shares held by the undersigned will be extended by an additional 6 months on the above basis.
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If the undersigned reduces its holdings of the Issuer's shares within two years after the expiration of the lock-up period, the reduction price shall not be lower than the offering price; if the closing price of the Issuer's shares is lower than the offering price for 20 consecutive trading days within 6 months after the listing, or if the closing price at the end of the 6-month period after the listing (if that day is not a trading day, the next trading day) is lower than the offering price, the lock-up period for the shares held by the undersigned prior to the Offering will be automatically extended by 6 months. If the Issuer has dividends, bonus shares, capital reserve conversion, or other ex-rights or ex-dividend matters within the 6-month period, the aforementioned closing price shall be the price adjusted by the Issuer's shares.