Dongxing Securities Corporation Limited(601198)
About Sunlour Pigment Co.Ltd(301036)
Verification opinions on the listing and circulation of offline placement restricted shares in the initial public offering
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) " or "recommendation institution") as Sunlour Pigment Co.Ltd(301036) (hereinafter referred to as " Sunlour Pigment Co.Ltd(301036) ", "company" and "issuer") makes an initial public offering of shares and is listed on the gem, and continuously supervises the recommendation institution in accordance with the measures for the administration of securities issuance and listing recommendation business and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) The Listing Rules of gem shares of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM and other relevant provisions have carefully verified the listing and circulation of Sunlour Pigment Co.Ltd(301036) IPO offline placement restricted shares, and issued the following verification opinions: I. IPO
According to the reply of China Securities Regulatory Commission on Approving the registration of Sunlour Pigment Co.Ltd(301036) initial public offering (zjxk [2021] No. 2057), Sunlour Pigment Co.Ltd(301036) was approved to issue 25 million RMB common shares (A shares) to the public and was listed on the gem of Shenzhen Stock Exchange on July 29, 2021.
After the IPO, the total share capital of the company is 100000000 shares, including 76289954 shares with circulation restrictions and restrictions, accounting for 76.29% of the total share capital after the issuance, and 23710046 shares without circulation restrictions and restrictions, accounting for 23.71% of the total share capital after the issuance.
All the restricted shares listed and circulated this time are the offline placement restricted shares of the initial public offering. The number of shares is 1289954, accounting for 1.29% of the total share capital after issuance. The restricted period is 6 months from the date of listing, and this part of the restricted shares has expired on January 28, 2022.
Since the formation of restricted shares in the company's initial public offering, the company has not experienced any change in the number of share capital due to profit distribution, conversion of provident fund, etc.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
According to the company's listing announcement on initial public offering and listing on the gem, offline investors applying for lifting the restrictions on the sale of shares are subject to the following restrictions:
"The offline issuance part adopts the method of proportional sales restriction, and the offline investors shall promise 10% of their allocated shares (rounded up) The sales restriction period is 6 months from the date of the issuer's initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange. The corresponding number of shares is 1289954, accounting for 1.29% of the total share capital after issuance. ".
In addition to the above commitments, the shareholders of offline placement restricted shares applying for listing and circulation have no other special commitments. As of the issuance date of this verification report, the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments, and there is no situation that the relevant commitments have not been fulfilled, which affects the listing and circulation of the restricted shares.
None of the shareholders who applied for lifting the restrictions on the sale of shares did not occupy the company's funds for non-profit purposes, and the company did not provide illegal guarantees to the above-mentioned shareholders. 3、 Release of restrictions on the circulation of shares listed this time
(I) the listing and circulation date of the shares subject to the lifting of restrictions is Wednesday, February 16, 2022; (II) the number of restricted shareholders lifted this time is 8831;
(III) the number of restricted shares lifted this time is 1289954 shares, accounting for 1.29% of the total share capital of the company;
(IV) the details of this application for lifting the restrictions on the sale of shares are as follows:
Unit: shares
Type of restricted shares the proportion of the number of restricted shares in the total share capital remarks on the number of restricted shares lifted this time
IPO offline 1289954 1.29% none
Placement of restricted shares
Note: among the shareholders who lifted the restricted shares this time, none of them served as directors, supervisors or senior managers of the company at the same time; No shareholder is a former director, supervisor or senior manager of the company and has resigned for less than half a year. There is no pledge or freezing of the shares whose sales restrictions are lifted this time.
4、 The share capital structure of the company before and after the lifting of the restrictions
Unit: shares
Category changes in restricted shares (shares) before the lifting of restrictions on sale this time
Increase in the proportion of quantity (shares) and decrease in the proportion of quantity (shares)
1、 Restricted sales conditions: circulating 76289954 76.29% - 1289954 75000000 75.00% shares / non circulating shares
Pre IPO restricted shares 75 million 75.00% - 75 million 75.00%
Restricted shares after IPO 1.29% - 1289954 --
2、 Unlimited sales conditions flow 23710046 23.71% 1289954 - 25000000 25.00% through shares
3、 Total share capital 100000000 100.00% -- 100000000 100.00%
5、 Verification opinions of the recommendation institution
The recommendation institution believes that the shareholders applying for lifting the share restriction have fulfilled the corresponding share lock-in commitment
Promise; The number of offline placement restricted shares and the listing and circulation time of the company's application for listing and circulation this time comply with the people's Republic of China
Company law of the people's Republic of China, securities law of the people's Republic of China, Shenzhen Stock Exchange gem shares
Listing rules, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - companies listed on GEM
Standardized operation and other relevant provisions; As of the date of issuance of this verification opinion, the company has made a statement on the offline placement of restricted shares
The information disclosure of listed circulation is true, accurate and complete.
To sum up, the recommendation institution Dongxing Securities Corporation Limited(601198) listed and circulated the company's offline placement restricted shares
No objection.
(there is no text on this page, which is the signature and seal page of Dongxing Securities Corporation Limited(601198) verification opinions on the listing and circulation of Sunlour Pigment Co.Ltd(301036) limited company's initial public offering of offline placement restricted shares) sponsor representative:
Wu Wanzhen, Li Wentian
Dongxing Securities Corporation Limited(601198)
February 14, 2022
