About Global Top E-Commerce Co.Ltd(002640) issuing shares and
Payment of cash for the purchase of assets and major asset restructuring and the listing and circulation of restricted shares
Verification opinions
Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” and “independent financial consultant”) as an independent financial consultant for Global Top E-Commerce Co.Ltd(002640) (hereinafter referred to as “cross border link”, “listed company” or “company”) to issue shares and pay cash to purchase assets and raise supporting funds, in accordance with the company law, the securities law and the administrative measures for major asset restructuring of listed companies In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of financial advisory business for mergers and acquisitions of listed companies and the stock listing rules of Shenzhen Stock Exchange, we have verified the listing and circulation of restricted shares of cross-border communication, and issued the following verification opinions:
1、 Overview of issuing shares and paying cash to purchase assets and issuing shares in major asset restructuring
According to the reply on approving Global Top E-Commerce Co.Ltd(002640) to issue shares to Zhou Min and others to purchase assets and raise supporting funds (zjxk [2017] No. 2191) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), it is approved that Global Top E-Commerce Co.Ltd(002640) (hereinafter referred to as “company” or “cross-border communication”) issue 49596977 shares to Zhou Min, 18035264 shares to Jiang Weiqiang Issue 2818010 shares to Shen Han, 1409005 shares to Chen Qiaoyun and 1409005 shares to Li Kan to purchase relevant assets. The new shares were listed on Shenzhen Stock Exchange on January 26, 2018. The total share capital of the company before the issuance was 1435110371 shares, and after the issuance, the total share capital became 1508378632 shares. The details of this offering are as follows:
Serial number: restricted period of issued shares
Name and quantity (shares)
1. Legal restricted sale period: Zhou Min, Jiang Weiqiang, Shen Han, Chen Qiaoyun and Li Kan obtained Zhou Min’s shares issued by the company this time, and shall not be transferred within 12 months from the date of completion and listing of this issuance (i.e. January 26, 2018).
2. Commitment restriction period:
(1) According to the special audit report issued by an accounting firm with securities and futures business qualifications recognized by cross-border communication, if the cumulative net profit of Youyi e-commerce in 2017 is not less than 90% of the cumulative commitment 2 Jiang Weiqiang’s 18035264 net profit, that is, 120.6 million yuan, Then the subscribers of each Youyi e-commerce can lift the ban on 30% of the shares of the listed company obtained through this transaction;
(2) According to the special audit report issued by an accounting firm with securities and futures business qualification recognized by cross-border communication, if the cumulative net profit of Youyi e-commerce in 2017 and 2018 is not less than 90% of the cumulative committed net profit, that is, 270.9 million yuan, Then the subscriber 3 Shen Han 2818010 of Youyi e-commerce can lift the ban on 30% of the shares of the listed company obtained through this transaction;
(3) According to the special audit report issued by an accounting firm with securities and futures business qualifications recognized by cross-border communication, if the cumulative net profit of Youyi e-commerce in 2017, 2018 and 2019 is not less than 90% of the cumulative committed net profit, that is, 458.1 million yuan; Meanwhile, according to 4 Chen Qiaoyun 1409005 impairment test report, the ending impairment amount of Youyi e-commerce is less than the total number of compensated shares × If the issuing price of issuing shares to purchase assets + the total amount of compensated cash, Zhou Min, Shen Han, Chen Qiaoyun and Li Kan can lift the ban on 30% of the shares of the listed company obtained through this transaction, and Jiang Weiqiang can lift the ban on 40% of the shares of the listed company obtained through this transaction;
(4) Zhou Min, Shen Han, Chen Qiaoyun and Li Kan may lift the ban on 10% of the shares of the listed company obtained through this transaction on the expiration date of the promised service period in the asset purchase agreement and the 5 1409005 supplementary agreement to the asset purchase agreement.
Total 73268261-
2、 Implementation of commitments by shareholders applying for lifting share restrictions
(I) commitments made by the shareholders who lifted the restrictions on sales this time
1. Commitment to the authenticity, accuracy and completeness of the information provided
(1) The relevant information provided by me in the course of this transaction is true, accurate and complete, and I guarantee that there are no false records, misleading statements or major omissions, and I will bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided. If the listed company or investors suffer losses due to false records, misleading statements or major omissions in the information provided, they will be liable for compensation according to law.
(2) If the company is suspected to have made false statements about the transfer of its shares or the company’s interests before the investigation is suspended due to the fact that it is suspected that the company has made false statements about the transfer of its shares or the company’s interests will be suspended from the investigation, And submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors of the listed company shall apply for locking on behalf of itself to Shenzhen Stock Exchange and registration and Clearing Company; If the application for locking is not submitted within two trading days, I authorize the board of directors to directly submit my personal information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit its personal information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares.
If the investigation concludes that I have violations of laws and regulations, I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
(3) I have submitted all documents and materials required for this transaction to the listed company and relevant intermediaries, and promise that the paper and electronic materials provided are true, complete and reliable, the relevant copies or copies are consistent with the original, all signatures and seals on the documents are true and valid, and the copies are consistent with the original. 2. A statement that it has legally owned the complete rights of the subject assets and there is no restriction or prohibition on the transfer
I legally own the equity of Youyi e-commerce, have fulfilled the obligation of full capital contribution, and have complete right to dispose of the equity; I am the ultimate and true owner of the underlying equity and do not hold the underlying equity in the form of trust, entrusting others or accepting others’ entrustment; There is no pledge, mortgage, guarantee or other restriction on rights, no dispute or potential dispute, no seizure or freezing by administrative or judicial authorities, and no other restriction or prohibition on transfer.
3. There is no case that the company is not allowed to participate in any major asset restructuring of Listed Companies in accordance with the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies
As a shareholder of Youyi e-commerce and the equity seller of this transaction, through self-examination, I and other enterprises under my control are not subject to investigation or investigation due to suspected insider trading related to this transaction, Within the last 36 months, there has been no case that the CSRC has imposed administrative punishment or judicial organs have investigated criminal responsibility according to law for insider trading related to major asset restructuring; The above entities are not allowed to participate in the major asset restructuring of any listed company as stipulated in Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to the major asset restructuring of listed companies (CSRC announcement [2012] No. 33). 4. Commitment on integrity and other related matters
(1) As of the date of issuance of this commitment, I have not committed any dishonesty in the securities market in the past three years. (2) As of the date of issuance of this commitment, I have not suffered any loss of integrity in the past five years, including but not limited to: failure to fulfill relevant public commitments and being taken administrative supervision measures by the CSRC or disciplined by the stock exchange; Being subjected to administrative punishment by the CSRC or being prohibited from entering the securities market; Being placed on file for investigation by the judicial organ due to suspected crime, and there is no clear conclusion; It is still under investigation due to violations of laws and regulations, and there is no final conclusion; Be responsible for the punishment of the company and enterprise (including current and former positions) for major violations of laws and regulations; An individual has a large amount of debts that are not paid off when due; Fraud or other dishonest acts.
(3) As of the date of issuance of this commitment, I have not received administrative punishment (except those obviously unrelated to the securities market), criminal punishment, major civil litigation or arbitration related to economic disputes (including ongoing, upcoming or possible litigation and arbitration) in the past five years.
(4) I have no affiliated relationship or other interest arrangements with the listed company.
5. Public commitment on information provided or disclosed by this exchange
If the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or the CSRC, the shares with interests in cross-border communication shall not be transferred until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the board of directors of cross border communication within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to Shenzhen Stock Exchange and registration and Clearing Company on behalf of me; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit his identity information and account information to Shenzhen Stock Exchange and registration and Clearing Company after verification and apply for locking; If the board of directors fails to submit their identity information and account information to Shenzhen Stock Exchange and registration and Clearing Company, they shall authorize Shenzhen Stock Exchange and registration and Clearing Company to directly lock relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
6. Commitment on regulating and reducing related party transactions
(1) I will exercise shareholders’ rights in accordance with the company law of the people’s Republic of China and other laws and regulations as well as the relevant provisions of the articles of association of cross border communication; When the general meeting of shareholders votes on the related party transactions involving me, I shall perform the obligation of avoiding voting in accordance with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association of cross border communication.
(2) I will put an end to all acts of illegally occupying the funds and assets of cross-border communication and its branches / subsidiaries. In any case, I will not require cross-border communication and its subsidiaries / subsidiaries to provide any form of guarantee to me and other enterprises invested or controlled by me.
(3) I will try my best to avoid and reduce the connected transactions between me and other enterprises invested or controlled by me and cross-border communication and its subsidiaries / branches; For related party transactions that cannot be avoided or occur for reasonable reasons, we will follow the principles of market justice, fairness and openness, sign agreements according to law, perform legal procedures, and perform the obligation of information disclosure in accordance with the articles of association of cross border communication and relevant laws and regulations.
(4) This commitment is irrevocable.
7. Commitment to avoid horizontal competition
(1) Except for Youyi e-commerce and its holding subsidiaries, I will not directly or indirectly own, manage, control, invest, engage in any other business or project that is the same as or similar to cross-border communication and its branches and subsidiaries, nor participate in the ownership, management, control and investment of any other business or project that is similar to cross-border communication and its branches The subsidiaries have the same or similar businesses or projects, and do not seek to engage in cross-border communication and cooperation with any third party directly or indirectly through joint venture, cooperation, joint venture, lease operation, contract operation, entrusted management and other means
(2) During the period when I directly or indirectly hold the equity of cross-border communication, I also abide by the above commitments.
(3) If I violate the above commitments, I will make comprehensive, timely and full compensation for the losses caused by cross-border communication.
(4) This commitment is irrevocable.
8. Commitment on integrity and other related matters
(1) As of the date of issuance of this commitment, the enterprise and its shareholders and key managers have not committed any dishonesty in the securities market in the past three years.
(2) As of the date of issuance of this commitment, the shareholders and key management personnel of the enterprise have not suffered any loss of integrity in the past five years, including but not limited to: failure to fulfill relevant public commitments and being taken administrative supervision measures by the CSRC or disciplined by the stock exchange; Being subjected to administrative punishment by the CSRC or being prohibited from entering the securities market; Being placed on file for investigation by the judicial organ due to suspected crime, and there is no clear conclusion; It is still under investigation due to violations of laws and regulations, and there is no final conclusion; Be responsible for the punishment of the company and enterprise (including current and former positions) for major violations of laws and regulations; An individual has a large amount of debts that are not paid off when due; Fraud or other dishonest acts.
(3) As of the date of issuance of this commitment, the enterprise and its shareholders and key management personnel have not been subject to administrative punishment (except those obviously unrelated to the securities market), criminal punishment, or major civil litigation or arbitration (including formal arbitration) related to economic disputes in the past five years
