Huatai United Securities Co., Ltd
About Offcn Education Technology Co.Ltd(002607)
Verification opinions on the listing and circulation of some restricted shares
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “the independent financial consultant”) is an independent financial consultant for Offcn Education Technology Co.Ltd(002607) (hereinafter referred to as ” Offcn Education Technology Co.Ltd(002607) “, “listed company” or “the company”) major asset replacement and issuance of shares to purchase assets and related party transactions (hereinafter referred to as “this major asset reorganization”), In accordance with the relevant provisions of laws and regulations such as the measures for the administration of major asset restructuring of listed companies and the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, and in accordance with the requirements of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange, The independent financial consultant has carefully checked the application for listing and circulation of Offcn Education Technology Co.Ltd(002607) some restricted shares in major asset restructuring, and issued the following verification opinions:
1、 Basic information on the acquisition of restricted shares this time
On November 28, 2018, the China Securities Regulatory Commission issued the reply on Approving the major asset restructuring of Yasha Automobile Co., Ltd. and issuing shares to Lu Zhongfang and others to purchase assets (zjxk [2018] No. 1972). The non-public issuance of RMB common shares (A shares) in this major asset restructuring of the company is as follows:
Sequence registration / application date name number of shares issued (shares) listing date
number
1 Lu Zhongfang 2550549260
2 li Yongxin 1058718560
3 Wang Zhendong 962471418
4 space fund 267353171
5 January 23, 2019 Guangyin investment 178235447 January 31, 2019 6 Jirui investment 89117723
7 Guo Shihong 48123570
8 Liu Bin 48123570
9 Zhang Yongsheng 48123570
10 Yang Shaofeng 48123570
11 public security 48123570
Total 5347063429
After the above issuance, the total share capital of the company was changed from 820335960 shares to 6167399389 shares. As of the date of issuance of this verification opinion, the total share capital of the company is 6167399389 shares, including 4465608102 restricted shares, 89117723 Restricted Shares applied for lifting this time, accounting for 1.4450% of the total share capital of the company, and 5.2367% of the shares with unlimited conditions of the listed company before the application for listing and circulation of restricted shares.
2、 Implementation of commitments by shareholders applying for lifting the restrictions on the sale of shares this time
(I) the main relevant commitments of the shareholders applying for the lifting of share restriction
Jirui Kechuang, the shareholder applying for lifting the restrictions on the sale of shares, made the following commitments:
“1. The shares of the listed company subscribed by the enterprise in this transaction shall not be transferred in any form or disposed of in other forms within 36 months from the listing date of such shares. If the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days within 6 months after the listing of such shares, or the closing price at the end of 6 months after the listing of such shares is lower than the issue price, the The lock up period of the consideration shares obtained through this transaction will be automatically extended for 6 months on the basis of the original lock up period. (if the listed company has ex rights and ex dividend matters such as dividend distribution, share distribution, conversion of share capital or allotment of shares during the above-mentioned period, the above-mentioned issue price shall be calculated based on the price adjusted by ex rights and ex rights and other factors).
2. The enterprise promises that if the transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, it will not transfer the shares of the listed company obtained in the transaction until the conclusion of the case investigation is clear.
3. After the completion date of this transaction, the company shall also abide by the above provisions for the increased shares held by the listed company due to share distribution, conversion to share capital and other reasons.
4. If the aforesaid lock-in period arrangement is inconsistent with the latest laws and regulations and the latest regulatory requirements of the securities regulatory authority, the enterprise agrees to implement it in accordance with the latest laws and regulations and the requirements of the regulatory authority.
5. After the lock-in period expires, it shall be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange. “
(II) performance of relevant commitments
As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on sales have strictly fulfilled their commitments, and the relevant commitment subjects have not violated the commitments. The shares applying for lifting the restrictions on sales meet the conditions for lifting the restrictions on sales. The shareholders who applied for lifting the restrictions on sales this time did not occupy the company’s funds for non operation, and the company did not provide guarantee for them.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of restricted shares is Friday, February 11, 2022
2. The number of restricted shares lifted this time is 89117723, accounting for 1.4450% of the total share capital of the company. 3. A total of one shareholder applied for lifting the restricted shares this time.
4. The lifting of restrictions on sale and listing and circulation of shares are as follows:
The total number of restricted shares held by the full name of the sequential shareholders. Is there any pledge / freeze on the proportion of the number of quality (shares) (shares) to the total share capital of the company after the lifting of the restricted share capital this time
1. Kirui Kechuang 89117723 89117723 1.4450% no
Total 89117723 1.4450%-
5. The board of directors of the company will strictly supervise relevant shareholders to abide by their commitments when selling shares, and their reduction shall strictly comply with the requirements of Several Provisions on the reduction of shares held by major shareholders and directors, supervisors and senior managers of listed companies (CSRC announcement [2017] No. 9) and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, And continuously disclose the performance of shareholders’ commitments in regular reports.
4、 Share capital structure before and after the lifting of the restrictions
Unit: shares
Nature of shares before this change number of shares (+, -) after this change
1、 Tradable shares with restricted sales conditions / non tradable shares 4465608102 – 89117723 4376490379
Including: senior management locking shares 767222559 – 767222559
Restricted shares after IPO 3698385543 – 89117723 3609267820
2、 Non tradable shares 1701791287 + 89117723 1790909010
3、 Total share capital 6167399389 – 6167399389
5、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
The listing and circulation of restricted shares meets the requirements of the company law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the Shenzhen Stock Exchange Stock Listing Rules and other relevant laws, regulations and normative documents; The number of restricted shares lifted and the listing and circulation time of the restricted shares comply with relevant laws, administrative regulations, departmental rules, relevant rules and shareholders’ commitments; As of the date of issuance of this verification opinion, Offcn Education Technology Co.Ltd(002607) the information disclosure related to the restricted shares is true, accurate and complete.
The independent financial advisor has no objection to the listing and circulation of Offcn Education Technology Co.Ltd(002607) restricted shares.
(there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on the listing and circulation of Offcn Education Technology Co.Ltd(002607) some restricted shares)
Huatai United Securities Co., Ltd. (seal) January 27, 2022
