Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Jinhe Biotechnology Co.Ltd(002688)
Verification opinions on the listing and circulation of non-public issuance of restricted shares
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “recommendation institution”) acts as a recommendation institution for Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as ” Jinhe Biotechnology Co.Ltd(002688) ” and “company”) non-public offering of shares, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 7 – transactions and related party transactions, The company has verified the matters related to the listing and circulation of the company’s non-public offering of restricted shares, and expressed the following opinions:
1、 Overview of the lifting of restricted shares
Approved by the reply on approving Jinhe Biotechnology Co.Ltd(002688) non-public development shares (zjxk [2020] No. 3344) issued by the China Securities Regulatory Commission, the company issued 145132743 RMB ordinary shares (A shares) to 10 specific objects in a non-public offering, with a par value of RMB 1 per share and a specific issue price of RMB 5.65 per share, The total amount of funds raised in this issuance is 81999997.95 yuan. After deducting the issuance expenses (excluding value-added tax) of 17756396.62 yuan, the net amount of funds raised is 802243601.33 yuan. The new shares in this non-public offering were listed on Shenzhen Stock Exchange on August 12, 2021. The nature of the new shares issued this time is tradable shares with limited sales conditions. The restricted sales period of the shares subscribed by the issuing object is 6 months. In case of legal holidays or rest days, it will be postponed to the first trading day thereafter. The details are as follows:
Sequence name of issuing object number of allocated shares allocated amount lock-in period (share) (yuan) (month)
1 Inner Mongolia Financial Asset Management Co., Ltd. 35398230 19999999.50 6
2 Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd. 7079646 399999.90 6
3 Cathay Pacific Fund Management Co., Ltd. 13451327 75999997.55 6
4 Huaxia Fund Management Co., Ltd. 9734513 54999998.45 6
5 SAIC Qizhen (Shanghai) Asset Management Co., Ltd. 7079646 399999.90 6
6 China Galaxy Securities Co.Ltd(601881) 23,716,814 133,999,999.10 6
7 Guosen Securities Co.Ltd(002736) 8,849,557 49,999,997.05 6
8 Zhuang Li 12389380 69999997.00 6
9 Shanghai Bansheng Investment Management Co., Ltd. 7306194 4127996.10 6
10 CAITONG Fund Management Co., Ltd. 20127436 113720013.40 6
Total 145132743 81999997.95-
2、 Implementation of commitments by the issuing object applying for lifting the restrictions on the sale of shares
(I) commitments made by the issuer applying for lifting the restrictions on the sale of shares
Inner Mongolia Financial Asset Management Co., Ltd., Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd., Cathay Pacific Fund Management Co., Ltd., Huaxia Fund Management Co., Ltd., SAIC Qizhen (Shanghai) Asset Management Co., Ltd., China Galaxy Securities Co.Ltd(601881) , Guosen Securities Co.Ltd(002736) , Zhuang Li, Shanghai Bansheng Investment Management Co., Ltd CAITONG Fund Management Co., Ltd., as the subscription object of the company’s non-public offering of shares in 2021, has made the following commitments on this subscription:
No transfer of the above shares subscribed by the unit / myself within 6 months from the date of completion of the issuance of the shares of Jinhe Biotechnology Co.Ltd(002688) this non-public offering.
After the expiration of the lock-in period, the reduction of the shares of the above company subscribed by the unit / myself will also comply with the company law, securities law, Shenzhen Stock Exchange Stock Listing Rules and other laws, regulations, rules, normative documents, relevant rules of Shenzhen Stock Exchange and relevant provisions of the articles of Association.
(II) performance of the above commitments
As of the date of issuance of this verification opinion, the issuing objects applying for lifting the sales restriction have strictly fulfilled the above commitments.
(III) occupation of funds of listed companies and illegal guarantee
As of the date of issuance of this verification opinion, none of the issuing objects applying for lifting the restrictions on the sale of shares has occupied the company’s funds for non operation, and the company has no illegal guarantee for them.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is February 14, 2022.
2. The number of restricted shares lifted this time is 145132743 shares, accounting for 18.5967% of the company’s current total share capital of 780422398 shares.
3. There are 10 issuers applying for the lifting of share restrictions. The details of the lifting of share restrictions and listing and circulation are as follows:
Serial no. Name of share subscription object number of shares with limited sales number of shares (shares) released this time (shares)
1 Inner Mongolia Financial Asset Management Co., Ltd. 35398230
2 Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd. 7079646 7079646
3 Cathay Pacific Fund Management Co., Ltd
4 Huaxia Fund Management Co., Ltd. 9734513
5 SAIC Qizhen (Shanghai) Asset Management Co., Ltd. 7079646 7079646
6 China Galaxy Securities Co.Ltd(601881) 23,716,814 23,716,814
7 Guosen Securities Co.Ltd(002736) 8,849,557 8,849,557
8 Zhuang Li 12389380 12389380
9 Shanghai Bansheng Investment Management Co., Ltd. 7306194
10 CAITONG Fund Management Co., Ltd. 20127436 20127436
Total 145132743
4. The changes of the company’s share capital structure after the lifting of share restrictions and listing and circulation of shares are shown in the following table:
Before this change (+ / -) after this change
Nature of shares
Number of shares (shares) proportion of restricted shares listed shares (shares) number of shares (shares) proportion
1、 145943.00% – 142961.00% non tradable shares
Senior management locking shares 14296681.00 1.83% 14296681.00 1.83%
Restricted shares after IPO 145132743.00 18.60% – 145132743.00 —
2、 Unlimited sale conditions 620992974.00 79.57% 145132743.00 766125717.00 98.17% circulating shares
3、 Total share capital 780422398.00 100.00% 780422398.00 100.00%
Note: the share capital structure after the restrictions are lifted this time shall be subject to the final handling result of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
5. Since the date of the listing and circulation of the restricted shares, the share restriction commitments made by the above issuing objects have been fulfilled, and they have no other commitments to the company.
4、 Verification opinions of the recommendation institution
After verification, Dongfang investment bank believes that: Jinhe Biotechnology Co.Ltd(002688) the listing and circulation of restricted shares meets the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board; The number of restricted shares lifted and the listing and circulation time of the company’s restricted shares meet the requirements of relevant laws, administrative regulations, departmental rules and relevant rules; The holders of shares whose sales restrictions have been lifted this time have strictly fulfilled the share locking commitment made during the non-public offering of shares. As of the date of issuance of the verification opinions, the company’s disclosure of relevant information about the lifting of the ban on restricted shares is true, accurate and complete.
To sum up, Dongfang investment bank has no objection to Jinhe Biotechnology Co.Ltd(002688) the listing and circulation of restricted shares in this non-public offering.
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(there is no text on this page, which is the signature page of the verification opinions of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on the listing and circulation of Jinhe Biotechnology Co.Ltd(002688) restricted shares of non-public development banks)
Sponsor representative:
Han Yang Huang Jian
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. mm / DD / yyyy
