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Jiangsu Huahai Chengke New Materials Co., Ltd. Announcement on the Listing and Circulation of Restricted Shares from the Initial Public Offering
Stock Code: 688535 Stock Short Name: Huahai Chengke Announcement No.: 2026-012
Jiangsu Huahai Chengke New Materials Co., Ltd.
Announcement on the Release of the Restricted Shares and Their Commencement of Trading for the First Public Offering
The board of directors and all the directors of the Company hereby warrant that the contents of this announcement do not contain any false representations, misleading statements, or material omissions, and that they shall bear legal responsibility for the authenticity, accuracy, and completeness of the contents of this announcement in accordance with law.
Key Matters to Note:
● The type of stock to be listed this time is the initial public offering restricted shares; the stock subscription method is via institutions under the offline placement method, and the number of shares to be listed is 28,240,905 shares.
● The total number of shares to be listed and released from restriction this time is 28,240,905 shares.
● The date for the shares to be listed and commence trading this time is April 7, 2026 (as April 4, 2026 is a non-trading day, the schedule is deferred to the next trading day).
I. Type of Restricted Shares for This Release
Pursuant to the “Reply on Approving the Registration of the Initial Public Offering of Stocks of Jiangsu Huahai Chengke New Materials Co., Ltd.” issued by the China Securities Regulatory Commission on January 12, 2023 (CSRC Approval [2023] No. 86), it is approved that Jiangsu Huahai Chengke New Materials Co., Ltd. (hereinafter referred to as the “Company”)’s registration application for its initial public offering of shares be approved. The Company’s initial public offering to the general public was for 20,180,000 shares of RMB ordinary shares (A shares), and the shares were listed on the Shanghai Stock Exchange’s STAR Market on April 4, 2023. The Company’s total share capital before the initial public offering of A shares was 60,516,453 shares; after the initial public offering of A shares, the total share capital was 80,696,453 shares. Among them, there were 64,263,366 shares with selling restrictions, accounting for 79.64% of the Company’s total share capital after the initial public offering; and 16,433,087 shares without selling restrictions, accounting for 20.36% of the Company’s total share capital after the initial public offering.
The restricted shares to be released from restrictions and commence trading this time are the Company’s restricted shares from its initial public offering. The number of restricted-share holders involved is 4. The lock-up period for each is 36 months from the date of the Company’s initial public offering and listing (April 4, 2023). The aggregate number of restricted shares corresponding to these restricted-share holders is 28,240,905 shares, accounting for 29.41% of the Company’s total share capital.
The total number of shares to be released from restrictions and applied for listing and trading this time is 28,240,905 shares. The lock-up period is about to expire. The above restricted shares will commence trading and be listed starting from April 7, 2026 (as April 4, 2026 is a non-trading day, the schedule is deferred to the next trading day).
II. Changes in the Company’s Share Capital from the Formation of the Restricted Shares for This Listing Until Now
Due to the issuance of shares to acquire assets by the Company, the newly added restricted shares of 5,699,018 shares were completed with registration at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on November 12, 2025. This resulted in the Company’s total share capital increasing from 80,696,453 shares to 86,395,471 shares. For details, see the “Announcement on the Implementation of the Issuance of Shares, Convertible Corporate Bonds and the Purchase of Assets with Payment in Cash and the Raising of Supporting Funds, and the Listing Announcement for the Newly Added Shares” disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on November 14, 2025.
Due to the issuance of shares to raise supporting funds by the Company, the newly added restricted shares of 9,618,852 shares were completed with registration at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on December 23, 2025. This resulted in the Company’s total share capital increasing from 86,395,471 shares to 96,014,323 shares. For details, see the “Announcement on the Implementation of the Issuance of Shares, Convertible Corporate Bonds and the Purchase of Assets with Payment in Cash and the Raising of Supporting Funds, and the Listing Announcement for the Newly Added Shares” disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 25, 2025. The restricted shares for this listing and trading are restricted shares from the Company’s initial public offering. Except for the above, since the formation of the restricted shares from the Company’s initial public offering, the Company has not had any other changes in the number of share capital due to profit distributions or capital reserve conversion to share capital.
III. Relevant Commitments of the Restricted Shares for This Listing and Trading
According to the Company’s “Prospectus for the Initial Public Offering of Stocks and Listing on the STAR Market of Jiangsu Huahai Chengke New Materials Co., Ltd.” and the “Announcement on the Initial Public Offering of Stocks and Listing on the STAR Market of Jiangsu Huahai Chengke New Materials Co., Ltd.” disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn), the commitments made by the shareholders who apply for the解除 of the lock-up restrictions for the shares held by them in this instance are as follows:
(I) Commitments regarding the arrangement of lock-up of shares held by shareholders before the initial public offering, voluntary lock-up of shares, extension of the lock-up period, etc.
The Company’s common de facto controller and chairman and general manager, Han Jianglong; the Company’s common de facto controller, director and deputy general manager, Cheng Xingming; and the Company’s common de facto controller, director, Tao Jun commit:
“1. Within 36 months from the date of the issuer’s initial public offering and listing, the undersigned will not transfer, nor authorize any other person to manage, the shares of the issuer directly or indirectly held by the undersigned before this offering, and will not have the issuer repurchase shares of the issuer already issued prior to this offering that are directly or indirectly held by the undersigned. 2. After the issuer’s stock is listed, for any period of 6 months, if the issuer’s stock closing price is lower than the offering price for 20 consecutive trading days (meaning the issuer’s offering price for its initial public offering; if, due to the issuer’s actions after listing such as distributing cash dividends, bonus shares, capital reserve conversion to share capital, issuing new shares, and other ex-rights/ex-dividend actions, the relevant treatment will be handled in accordance with the relevant provisions of the Shanghai Stock Exchange, and the same applies below), or if, at the end of the 6-month period after listing (if that date is not a trading day, then the first trading day thereafter) the closing price is lower than the offering price, the lock-up period for the company shares of the issuer that were already issued and directly or indirectly held by the undersigned prior to listing will be automatically extended by 6 months. 3. If the issuer has any major illegal circumstances as prescribed in the “STAR Market Stock Listing Rules of the Shanghai Stock Exchange” and the matter touches the delisting standards, then from the date on which the relevant administrative penalty decision or judicial ruling is made until the issuer’s stock is terminated from listing, the undersigned undertakes not to reduce holdings of the issuer’s shares. 4. Within the two years after the expiration of the above lock-up period, if the undersigned intends to reduce holdings of the issuer’s shares, the selling price shall not be lower than the offering price of the issuer’s stock at the time of this offering and listing. 5. After the expiration of the above-mentioned lock-up period, during the period in which the undersigned serves as a director / senior management officer of the issuer, the number of shares transferred each year shall not exceed 25% of the total number of shares of the issuer directly or indirectly held by the undersigned; within half a year after leaving the position, the undersigned shall not transfer shares of the issuer directly or indirectly held by the undersigned. 6. After this undertaking is issued, if the China Securities Regulatory Commission (CSRC) or its dispatched institutions or the Shanghai Stock Exchange make other regulatory requirements, and if the above undertakings cannot satisfy such requirements of the CSRC or its dispatched institutions or the Shanghai Stock Exchange, the undersigned undertakes to issue supplementary undertakings in accordance with the latest requirements at that time. 7. The undersigned will strictly comply with relevant provisions of the regulatory authorities regarding the reduction of shares held by shareholders and with the undertakings already made regarding the trading restrictions of the shares held and the voluntary lock-up. If the undersigned violates the above provisions or undertakings, in addition to bearing legal liability in accordance with relevant laws, regulations, CSRC requirements, and those of the Shanghai Stock Exchange, the undersigned shall also remit to the issuer all proceeds obtained from the violation of such provisions or undertakings.”
The Company’s common de facto controller, Han Jianglong, and Cheng Xingming, as core technology personnel, commit:
“Within 4 years from the expiration date of the above lock-up period, during the period in which I serve as the core technical personnel of the issuer, the number of shares transferred by me each year shall not exceed 25% of the total number of shares of the issuer directly or indirectly held by me; the reduction ratio may be cumulatively used. Within half a year after leaving the position, I will not transfer shares of the issuer directly or indirectly held by me.
Lianyungang Deyufeng Investment Partnership (Limited Partnership) (hereinafter referred to as “Deyufeng”) commits:
“1. Within 36 months from the date of the issuer’s initial public offering and listing, this partnership will not transfer or authorize any other person to manage the shares of the issuer directly or indirectly held by this partnership prior to this offering, and will not have the issuer repurchase shares of the issuer already issued prior to this offering that are directly or indirectly held by this partnership. 2. After the issuer’s stock is listed, for any period of 6 months, if the issuer’s stock closing price is lower than the offering price for 20 consecutive trading days (meaning the issuer’s offering price for its initial public offering; if, due to the issuer’s actions after listing such as distributing cash dividends, bonus shares, capital reserve conversion to share capital, issuing new shares, and other ex-rights/ex-dividend actions, the relevant treatment will be handled in accordance with the relevant provisions of the Shanghai Stock Exchange, and the same applies below), or if, at the end of the 6-month period after listing (if that date is not a trading day, then the first trading day thereafter) the closing price is lower than the offering price, the lock-up period for the company shares of the issuer that were already issued and directly or indirectly held by this partnership prior to listing will be automatically extended by 6 months. 3. If the issuer has any major illegal circumstances as prescribed in the “STAR Market Stock Listing Rules of the Shanghai Stock Exchange” and the matter touches the delisting standards, then from the date on which the relevant administrative penalty decision or judicial ruling is made until the issuer’s stock is terminated from listing, this partnership undertakes not to reduce holdings of the issuer’s shares. 4. Within the two years after the expiration of the above lock-up period, if this partnership intends to reduce holdings of the issuer’s shares, the selling price shall not be lower than the offering price of the issuer’s stock at the time of this offering and listing. 5. After this undertaking is issued, if the China Securities Regulatory Commission (CSRC) or its dispatched institutions or the Shanghai Stock Exchange make other regulatory requirements, and if the above undertakings cannot satisfy such requirements of the CSRC or its dispatched institutions or the Shanghai Stock Exchange, this partnership undertakes to issue supplementary undertakings in accordance with the latest requirements at that time. 6. This partnership will strictly comply with relevant provisions of the regulatory authorities regarding the reduction of shares held by shareholders and the undertakings already made regarding trading restrictions on the shares held and the voluntary lock-up. If this partnership violates the above provisions or undertakings, in addition to bearing legal liability in accordance with relevant laws, regulations, CSRC requirements, and those of the Shanghai Stock Exchange, this partnership shall also remit to the issuer all proceeds obtained from the violation of such provisions or undertakings.”
(II) Commitments regarding shareholding intent and reduction intent
The Company’s common de facto controller, Han Jianglong, Cheng Xingming, Tao Jun, and Deyufeng, a shareholder holding more than 5% of the shares, commit:
“1. After the expiration of the lock-up period, subject to the following conditions, reduction may be conducted: (1) the lock-up period has expired and there are no relevant circumstances of extension of the lock-up period; if there is an extension of the lock-up period, it will be deferred accordingly; the transfer of shares shall comply with relevant laws and regulations, regulatory policies, and similar requirements; (2) if a situation occurs in which the undersigned/this partnership needs to compensate investors, the undersigned/this partnership has already fully assumed the compensation liability. 2. If a reduction is conducted, the reduction shall be conducted in accordance with relevant laws, administrative regulations, departmental rules, normative documents, and the relevant provisions and requirements of the China Securities Regulatory Commission and the stock exchanges. The reduction methods include centralized bidding transactions, block transactions, agreement transfers, or other lawful methods. If a reduction is conducted, the undersigned/this partnership shall strictly comply with relevant provisions of laws and regulations, including the CSRC’s “Several Provisions on the Reduction of Shares by Shareholders, Directors, Supervisors and Senior Management of Listed Companies,” the “STAR Market Stock Listing Rules of the Shanghai Stock Exchange,” the “Implementation Rules for the Reduction of Shares by Shareholders and Directors, Supervisors and Senior Management of Listed Companies of the Shanghai Stock Exchange,” and other relevant regulations. The undersigned/this partnership shall notify the issuer in writing of information such as the reasons for the reduction, the proposed number of shares to be reduced, and the future shareholding intent, within the time limits stipulated in laws and regulations and normative documents, and the issuer shall promptly announce it. After three trading days from the date of the issuer’s announcement, the undersigned/this partnership may reduce the issuer’s shares. 3. The undersigned/this partnership will faithfully fulfill the undertakings. If the undersigned/this partnership reduces the issuer’s shares in violation of the above undertakings or laws, administrative regulations, departmental rules, normative documents, and the relevant provisions and requirements of the CSRC and the stock exchange, the proceeds from the unlawful reduction of the issuer’s shares (hereinafter referred to as the “Proceeds from Unlawful Share Reduction”) shall belong to the issuer. The undersigned/this partnership shall remit the Proceeds from Unlawful Share Reduction to the issuer within five business days. If the undersigned/this partnership does not remit the Proceeds from Unlawful Share Reduction to the issuer, the issuer shall have the right to withhold cash dividends payable to the undersigned/this partnership in an amount equal to the Proceeds from Unlawful Share Reduction that the undersigned/this partnership should remit.”
Other commitments made by the Company’s common de facto controller, Han Jianglong, Cheng Xingming, Tao Jun, and Deyufeng, a shareholder holding more than 5% of the shares:
“During the two years after the lock-up period expires (including the extended lock-up period), if the undersigned/this partnership reduces the shares of the issuer held, the selling price shall not be lower than the offering price of the issuer’s stock at the time of this offering and listing (where, from the date the Company’s stock is listed until the period during which the shares are reduced, if there are ex-dividend/ex-right events such as cash dividends, bonus shares, conversion of capital reserve to share capital, and share placement, the minimum selling price floor and the number of shares will be adjusted accordingly). If a reduction is conducted, the undersigned/this partnership shall, within the time limits stipulated by laws, administrative regulations, and normative documents, notify the issuer in writing of information including the reasons for the reduction, the proposed number of shares to be reduced, the future shareholding intent, and the impact of the reduction actions on the issuer’s governance structure, equity structure, and continuing operations, and the issuer shall promptly announce it; after three trading days from the date of the issuer’s announcement, the undersigned/this partnership may reduce the issuer’s shares.”
As of the date of disclosure of this announcement, the restricted-share holders applying for this release of trading are all strictly fulfilling the corresponding undertaking matters. There is no situation where any undertakings have not been fulfilled and that would affect the listing and trading of the restricted shares released this time.
IV. Occurrence of Fund Occupation by the Controlling Shareholder and Its Related Parties
The Company has no situation where funds are occupied by the controlling shareholder or its related parties.
V. Verification Opinions of the Intermediary
After verification, the sponsor believes that: as of the date when this verification opinion is issued, the holders of the above restricted shares from the Company’s initial public offering have strictly fulfilled their share lock-up undertakings made in the Company’s initial public offering of shares. The listing and release of trading of the restricted shares from this initial public offering complies with the requirements of relevant laws and regulations, including the “Measures for the Administration of Sponsor Business for Securities Issuance and Listing,” the “STAR Market Stock Listing Rules of the Shanghai Stock Exchange,” and the “STAR Market Listed Companies Self-Regulatory Guidance No. 1 — Standardized Operation,” among others.
In summary, the sponsor has no objection to the Company’s matters regarding the listing and trading of the restricted shares released from this initial public offering.
VI. Details of the Restricted Shares for This Listing and Trading
(I) The total number of restricted shares to be listed and released for trading this time is 28,240,905 shares, accounting for 29.41% of the Company’s total share capital, and the lock-up period is 36 months from the date the Company’s initial public offering shares are listed.
(II) The date for the shares to be listed and commence trading this time is April 7, 2026 (as April 4, 2026 is a non-trading day, the schedule is deferred to the next trading day).
(III) Detailed List of Restricted Shares for This Listing and Trading
■
Note: 1. The proportion of restricted shares held relative to the Company’s total share capital shall be retained to two decimal places by rounding.
VII. Attachments to the Online Announcement
“Verification Opinion of Everbright Securities Co., Ltd. on the Listing and Trading of Restricted Shares of Jiangsu Huahai Chengke New Materials Co., Ltd.”
This is hereby announced.
Board of Directors of Jiangsu Huahai Chengke New Materials Co., Ltd.
March 28, 2026
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