Guotai Junan Securities Co.Ltd(601211)
About Flat Glass Group Co.Ltd(601865)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
According to the regulations of the Shanghai Stock Exchange (hereinafter referred to as “6015 securities exchange”) on the supervision and supervision of the continuous listing of listed companies (hereinafter referred to as “6015 securities exchange”) and the “Regulations on the supervision and supervision of listed companies” or “6015 securities exchange” for short, Prudential verification has been conducted on the lifting of the ban on the listing and circulation of some restricted shares in Flat Glass Group Co.Ltd(601865) initial public offering. The specific verification is as follows:
1、 Types of restricted shares listed this time
Approved by the reply on approving Flat Glass Group Co.Ltd(601865) initial public offering of shares (zjxk [2018] No. 1959) issued by the China Securities Regulatory Commission, Flat Glass Group Co.Ltd(601865) (hereinafter referred to as the “company”) issued 150000000 RMB ordinary shares (A shares) to the public for the first time and was listed on the Shanghai Stock Exchange on February 15, 2019. After the initial public offering of a shares, the total share capital of the company is 195000000 shares, including 150000000 circulating shares of A-Shares with unlimited sales conditions, 135000000 circulating shares of A-Shares with limited sales conditions and 450000000 circulating shares of H shares with unlimited sales conditions.
The Restricted Shares applied for listing and circulation are the company’s initial public offering of restricted shares, involving a total of 8 shareholders, namely Ruan Hongliang, Ruan Zeyun, Jiang Jinhua, Zhao Xiaofei, Tao Hongqiang, Tao Hongzhu, Jiang Jinlan and Zhu Haiou. According to relevant commitments, the lock-in period is 36 months from the date of listing of the company’s shares. As of the date of issuance of this verification opinion, the number of shares that have been lifted and applied for listing and circulation this time is 1159020000, accounting for 53.99% of the total share capital of the company, and will be listed and circulated from February 15, 2022.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
On February 15, 2019, after the company completed the initial public offering of a shares, the total number of shares of the company was 195000000, including 150000000 tradable shares of A-Shares with unlimited sales conditions, 135000000 tradable shares of A-Shares with limited sales conditions and 450000000 tradable shares of H shares with unlimited sales conditions. After this initial public offering, the total share capital of the company has changed as follows:
On February 17, 2020, Wei Yezhong, Shen Qifu, Wei Zhiming, Zheng Wenrong, Shen Fuquan, Zhu Quanming, pan Rongguan, Zheng Yong and sun Lizhong, nine shareholders, with a lock-in period of 12 months, issued a total of 190980000 restricted shares to the public. After the above-mentioned restricted shares are listed and circulated, the total number of shares of the company remains unchanged at 195000000, including 340980000 tradable shares of A-Shares with unlimited conditions, 1159020000 tradable shares of A-Shares with limited conditions and 450000000 tradable shares of H shares with unlimited conditions.
(II) the company’s 2020 A-share restricted stock incentive plan was granted for the first time
On August 11, 2020, the 23rd Meeting of the 5th board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of restricted shares granted for the first time in the 2020 A-share restricted stock incentive plan and the proposal on granting A-share restricted shares to incentive objects for the first time, and determined that the date of granting restricted shares was August 11, 2020, The grant price is 6.23 yuan / share, 15 restricted shares of the company are granted, and the number of granted shares is 4.6 million A-share restricted shares. The company completed the registration in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on August 28, 2020. The total number of shares of the company increased from 1950000000 shares before this grant to 1954600000 shares, including 340980000 tradable shares of A-Shares with unlimited sales conditions and 116362000 tradable shares of A-Shares with limited sales conditions, The number of H shares outstanding under the condition of unlimited sale is 450000000.
(III) the company’s non-public offering of A-Shares in 2020
Approved by the reply on approving Flat Glass Group Co.Ltd(601865) non-public Development Bank shares (zjxk [2020] No. 2648) of China Securities Regulatory Commission, the company issued 84545147 RMB ordinary shares (A shares) to 18 qualified investors, and completed the registration formalities in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on January 18, 2021, On January 19, 2021, the company received the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch. After the completion of this non-public offering, the total number of shares of the company increased from 1954600000 to 2039145147, including 340980000 tradable shares of A-Shares with unlimited sales conditions, 1248165147 tradable shares of A-Shares with limited sales conditions and 450000000 tradable shares of H shares with unlimited sales conditions.
(IV) conversion and redemption of A-share convertible corporate bonds publicly issued by the company in 2020
Approved by the reply on approving Flat Glass Group Co.Ltd(601865) public issuance of convertible corporate bonds (zjxk [2020] No. 294) of China Securities Regulatory Commission, the company publicly issued 14.5 million A-share convertible corporate bonds (the bonds are referred to as “Fulai convertible bonds” and the bond code is “113035”) on May 27, 2020, with a face value of 100 yuan each. With the consent of self regulatory decision [2020] No. 157 of Shanghai Stock Exchange, “Fulai convertible bonds” will be listed and traded in Shanghai Stock Exchange from June 17, 2020, and can be converted into shares of the company from December 3, 2020. Because the redemption terms of convertible corporate bonds are triggered during the conversion period. On December 23, 2020, the company held the 28th meeting of the 5th board of directors, deliberated and approved the proposal on the company’s early redemption of “Foley convertible bonds”, and agreed to exercise the early redemption right of “Foley convertible bonds” and redeem all the “Foley convertible bonds” registered on the redemption registration date. As of the closing of the market on the redemption registration date (January 29, 2021), the cumulative face value of “Fulai convertible bonds” of RMB 1447297000.00 has been converted into the company’s shares, and the cumulative number of shares converted is 107048107. The total number of shares of the company has increased from 2039145147 to 2146193254, including 448028107 tradable shares of A-Shares with unlimited sales conditions, There are 1248165147 A-share tradable shares with limited sales conditions and 450000000 H-share tradable shares with unlimited sales conditions.
(V) the company’s non-public offering of restricted shares for listing and circulation in 2020
On July 19, 2021, the restricted shares held by 18 qualified investors of the company’s non-public offering of A-Shares in 2020 were listed and circulated, with a total of 84545147 shares. After the non-public offering of restricted shares was listed and circulated, the total number of shares of the company remained unchanged at 2146193254, including 532573254 tradable shares of A-Shares with unlimited conditions, 116362000 tradable shares of A-Shares with limited conditions and 450000000 tradable shares of H shares with unlimited conditions.
(VI) grant reserved A-share restricted shares to the incentive object
On May 25, 2021, the second meeting of the sixth board of directors of the company deliberated and approved the proposal on granting reserved A-share restricted shares to incentive objects, and agreed to grant 700000 A-share restricted shares to 3 eligible incentive objects at the grant price of 14.23 yuan / share on May 25, 2021. The company completed the registration of 700000 shares of restricted stock of Shanghai A-share limited liability company in 2021. The total share capital of the company increased by 700000 shares accordingly, and the total number of shares of the company was changed from 2146193254 shares to 2146893254 shares, including 532573254 tradable shares of A-Shares with unlimited sales conditions, 116432000 tradable shares of A-Shares with limited sales conditions and 450000000 tradable shares of H shares with unlimited sales conditions.
(VII) the company’s 2020 A-share restricted stock incentive plan granted part of the first lifting of the restriction period for the first time, and the lifting of the restriction conditions achieved the listing and circulation of restricted shares
On August 9, 2021, the sixth meeting of the sixth board of directors of the company deliberated and approved the proposal on the achievement of the first lifting of the restrictions for the first time granted by the A-share restricted stock incentive plan in 2020, and agreed to handle the lifting of the restrictions for 920000 restricted shares that meet the conditions for the first lifting of the restrictions. The A-share restricted stock incentive plan is granted for the first time. After the first lifting of the restrictions on sale and listing, the total number of shares of the company remains unchanged, still 2146893254 shares, including 533493254 shares of A-share with unlimited sale conditions, 1163400000 shares of A-share with limited sale conditions and 450000000 shares of H-share with unlimited sale conditions.
3、 Relevant commitments on the listing and circulation of restricted shares
According to the prospectus of the company’s initial public offering of a shares, the shareholders applying for the listing and circulation of restricted shares make the following commitments on the locking of their shares:
(I) Ruan Hongliang, one of the actual controllers and the chairman and general manager of the company, Ruan Zeyun, one of the actual controllers and the Secretary of the board of directors, Jiang Jinhua, one of the actual controllers and the vice chairman and deputy general manager, Zhao Xiaofei, one of the actual controllers and deputy general manager, made the following commitments on the restricted circulation and voluntary locking of shares: (1) within 36 months from the date of the company’s initial public offering of A-Shares and listing, I will not transfer or entrust others to manage the shares of the company held before the public offering and listing, nor will the company repurchase such shares. (2) Within six months after the listing of the company’s a shares, if the closing price of the company’s shares for 20 consecutive trading days is lower than the issuing price of the company’s shares at the time of this public offering and listing (in case of ex rights and ex dividends after the listing of the company’s shares, the price shall be adjusted accordingly, the same below), Or if the closing price at the end of six months after listing (if that day is not a trading day, the first trading day after that day) is lower than the issuing price at the time of this issuance and listing, the lock-in period of the company’s shares held by me shall be automatically extended for six months. (3) After the expiration of the above-mentioned period, during my term of office, the shares transferred each year shall not exceed 25% of the total shares of the company I hold; I will not transfer my shares within six months after my resignation. If I resign before the expiration of my term of office, I shall also abide by the above provisions within the term of office determined when I take office and within 6 months after the expiration of my term of office. (4) If the company’s shares are reduced within two years after the expiration of the above-mentioned lock-in period, I promise that the price of the reduced shares shall not be lower than the issuing price of the shares at the time of this public offering and listing, and shall comply with the requirements of relevant laws and regulations and the rules of the stock exchange. In case of ex rights and ex interests after this issuance and listing, the above issuance price shall be adjusted accordingly. I promise not to give up fulfilling this promise due to job change, resignation and other reasons. (5) If I obtain income due to my failure to fulfill the above commitments, the income shall belong to the company, and I will pay the above income to the account designated by the company within five days of obtaining the income. If I fail to fulfill the above commitments and cause losses to the company or other investors, I will be liable for compensation to the company or other investors according to law.
(II) Ruan Hongliang, one of the actual controllers and the chairman and general manager of the company, Ruan Zeyun, one of the actual controllers and the Secretary of the board of directors, Jiang Jinhua, one of the actual controllers and the vice chairman and deputy general manager, and Zhao Xiaofei, one of the actual controllers and deputy general manager, made the following commitments on the shareholding intention and reduction intention:
1. I will continue to be optimistic about the development prospects of the company and its industry in the future, and am willing to hold shares in the company for a long time to ensure my position as the actual controller.
2. After the expiration of the lock-in period of the company’s shares held by me, and on the premise of not losing the status of actual controller of the company and not violating the relevant commitments I have made, I have the possibility of limited reduction of the shares held by me, but the reduction range will be limited to this: (1) after the expiration of the lock-in period of the promised shares, My annual transfer of shares of the company shall not exceed 10% of the total shares of the company held at the end of the previous year; (2) If the shares are reduced within two years after the expiration of the promised shareholding lock-in period, the reduction price shall not be lower than the issuance price of the shares when the company makes the initial public offering of A-Shares and is listed (if the shares of the joint-stock company have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance price will be adjusted ex right and ex interest). If the shareholding is reduced two years after the expiration of the promised shareholding lock-in, the reduction price shall be determined according to the market price at that time on the premise of meeting the commitments I have made; (3) Within any 90 consecutive days, the total number of shares reduced through centralized bidding trading shall not exceed 1% of the total number of shares of the company, and the total number of shares reduced through block trading shall not exceed 2% of the total number of shares of the company; (4) In case of reduction through negotiated transfer, the transfer proportion of a single transferee shall not be less than 5% of the total shares of the company, and the lower limit of transfer price shall be implemented in accordance with the provisions of block trading, unless otherwise provided by laws, administrative regulations, departmental rules, normative documents and the business rules of the stock exchange; If the company loses its qualification as a major shareholder after reducing its shareholding by means of agreement transfer, it shall abide by the reduction proportion specified in Item (3) within 6 months, and
