China Securities Co.Ltd(601066) about
Verification opinions on the listing and circulation of offline placement restricted shares in the initial public offering
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a recommendation institution under the continuous supervision of Bgt Group Co.Ltd(300774) (hereinafter referred to as ” Bgt Group Co.Ltd(300774) ” or “company”), according to the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem shares The guidelines for the recommendation of Listed Companies in Shenzhen Stock Exchange and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange have carefully verified the listing and circulation of offline placement restricted shares in the initial public offering of the company. The specific circumstances are as follows: I. overview of offline placement shares in the initial public offering
With the approval of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on the approval of Bgt Group Co.Ltd(300774) initial public offering of shares (zjxk [2021] No. 2061), the company issued 4087636366 RMB common shares (A shares) for the first time and was listed on the gem of Shenzhen Stock Exchange on August 4, 2021.
The total share capital of the company before the initial public offering was 367887294 shares. After the initial public offering, the total share capital of the company was 408763660 shares, of which 38378581 shares were tradable with no sale conditions, accounting for 9.39% of the total share capital after the issuance, and 370385079 shares were tradable with limited sale conditions, accounting for 90.61% of the total share capital after the issuance.
The restricted shares listed and circulated this time are the offline placement restricted shares of the company’s initial public offering. The number of shares is 2497785, accounting for 0.6111% of the total share capital after issuance. The restricted period is 6 months from the date of the company’s initial public offering and listing. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on July 28, 2021 Announcement on the results of Bgt Group Co.Ltd(300774) initial public offering and listing on the gem. 2、 Changes in the number of shares of the company since the formation of restricted shares listed and circulated this time
From the formation of restricted shares in the company’s initial public offering to the disclosure date of the announcement, the company has not changed the number of share capital due to profit distribution, conversion of capital reserve to share capital, etc. 3、 Implementation of commitments by shareholders applying for lifting share restrictions
The restricted shares listed and circulated this time belong to the offline placement restricted shares of the initial public offering. According to the listing announcement of Bgt Group Co.Ltd(300774) initial public offering and listing on the gem, the offline issuance part adopts the proportional sales restriction method, and the offline investors promise that the sales restriction period of 10% (rounded up) of their allocated shares is 6 months from the date of the company’s initial public offering and listing. In addition to the above-mentioned commitment of shareholders to apply for the placement of restricted shares, there are no other commitments to be circulated under the network.
As of the disclosure date of this announcement, the shareholders applying for lifting the restrictions on sale have strictly fulfilled the above commitments, and there is no situation that the non performance of relevant commitments affects the listing and circulation of the restricted shares.
The shareholders who applied for lifting the restrictions on the sale of shares did not occupy the company’s funds, and the company did not provide them with illegal guarantees. 4、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the shares to be lifted this time is Wednesday, February 16, 2022.
2. The number of restricted shares released this time is 2497785 shares, accounting for 0.6111% of the total share capital after issuance.
3. The total number of shareholders applying for lifting the restrictions on the sale of shares is 7935.
4. The details of the application for lifting the restrictions on the sale of shares are as follows:
Type of restricted shares number of restricted shares (shares) in total share capital ratio of the number of restricted shares released this time remaining restricted shares
Number of cases (shares) (shares)
Initial public offering network 2497785 0.6111% 2497785 0
Placement of restricted shares
Note: there is no pledge or freezing of the restricted shares this time; Among the shareholders who lifted the restricted shares this time, no shareholder served as a director, supervisor or senior manager of the company at the same time, and no shareholder was a former director, supervisor or senior manager of the company and resigned for less than half a year; IPO offline placement restricted shares do not include IPO strategic placement shares. 5、 Statement of changes in equity structure
After the company’s initial public offering of offline placement restricted shares is lifted, the changes of the company’s shares are as follows:
This change before the lifting of the restriction on sales this time after the lifting of the restriction on sales this time
Nature of shares the number of shares in the total shares the proportion of the number of shares in the total shares (shares) increase (shares) decrease (shares) (shares) proportion (%) (%)
1、 Restricted sales conditions: 370385079 90.61 – 2497785 367887294 90.00 ordinary shares / non tradable shares
Among them: the shares are limited to 367887294 90.00-367887294 90.00 before the initial offering
Restricted shares after IPO 2497785 0.61 – 2497785 0.00 0.00
2、 No sale conditions 38378581 9.39 2497785 – 40876366 10.00 tradable shares
3、 Total share capital: 408763660 100.00 — 408763660 100.00
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The shareholders of offline placement Restricted Shares applied for listing and circulation of the company have strictly fulfilled the corresponding share locking commitments; The number of offline placement restricted shares and matters related to the listing and circulation of the company’s application for listing and circulation this time comply with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance and listing recommendation business, the Shenzhen Stock Exchange gem stock listing rules and so on; The company’s information disclosure on the listing and circulation of restricted shares is true, accurate and complete. In conclusion, the recommendation institution has no objection to the listing and circulation of the company’s initial public offering of offline placement restricted shares.
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(there is no text on this page, which is the signature page of the China Securities Co.Ltd(601066) verification opinions on the listing and circulation of Bgt Group Co.Ltd(300774) offline placement restricted shares in the initial public offering)
Sponsor representative:
Yu Lei, Huang Caiguang
China Securities Co.Ltd(601066) mm / DD / yy
