603843: Guoyuan Securities Company Limited(000728) verification opinions on the listing and circulation of Zhengping Road & Bridge Construction Co.Ltd(603843) non-public offering of restricted shares

Guoyuan Securities Company Limited(000728)

About Zhengping Road & Bridge Construction Co.Ltd(603843)

Verification opinions on the listing and circulation of non-public offering of restricted shares

Guoyuan Securities Company Limited(000728) (hereinafter referred to as " Guoyuan Securities Company Limited(000728) " or "sponsor") as a sponsor of Zhengping Road & Bridge Construction Co.Ltd(603843) (hereinafter referred to as " Zhengping Road & Bridge Construction Co.Ltd(603843) " or "company") non-public offering of shares, according to the measures for the administration of securities issuance and listing sponsor business In accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, the lifting of restrictions on the sale of restricted shares in Zhengping Road & Bridge Construction Co.Ltd(603843) this non-public offering has been carefully verified. The specific verification is as follows:

1、 Types of restricted shares listed this time

The listing type of restricted shares is non-public offering of restricted shares.

(I) approval of non-public offering of restricted shares

Approved by the reply on approving Zhengping Road & Bridge Construction Co.Ltd(603843) non-public shares issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2020] No. 2221), the company issued 139619037 non-public shares.

(II) share registration time and lock up period arrangement

On August 17, 2021, the company completed the registration and custody of the new shares of this non-public offering in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.

The new shares issued this time are tradable shares with limited sale conditions. The restricted sale period of the shares subscribed by the issuing object is 6 months. They will be listed and traded on the Shanghai Stock Exchange from the next trading day after the expiration of the restricted sale period. In case of legal holidays or rest days, they will be postponed to the first trading day thereafter.

2、 Changes in the number of share capital of the company since the formation of the restricted shares

Since the formation of the restricted shares, the company has not had any share allotment, conversion of provident fund to share capital and other matters, and the number of share capital of the company has not changed.

3、 Relevant commitments on the listing and circulation of restricted shares

The 21 shareholders participating in the Zhengping Road & Bridge Construction Co.Ltd(603843) non-public offering promise that the shares in the non-public offering will not be transferred within 6 months from the date of issuance.

As of the date of issuance of this verification opinion, 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 failure to fulfill the relevant commitments affects the listing and circulation of the restricted shares.

4、 Listing and circulation of restricted shares

The number of restricted shares listed and circulated this time is 139619037.

The listing and circulation date of restricted shares is February 21, 2022.

The detailed list of listing and circulation of non-public offering shares and restricted shares is as follows:

Name of sequential shareholders holding Limited shares number of Limited shares held in the company's remaining restricted shares in this listing (shares) proportion of the company's total share capital number (shares) number (shares)

1 Yang Fuyu 6349206 0.9075% 6349206 0

Beijing hongyingruiyue Enterprise Co., Ltd

2 industry development consulting center 4761904 0.6806% (limited partnership)

3 Wang Yijin 12698412 1.8150% 12698412 0

4 Yang Junmin 19365079 2.7679% 19365079 0

5 Tan Liang 12380952 1.7697% 12380952 0

6 Zhang Jianxue 10158730 1.4520%

7 Longyuan International Investment Development Co., Ltd

8 mu Xiaomin 9523809 1.3613% 9523809 0

9 Qinghai Weiyuan road and bridge has 5206349 0.7442% limited liability company

10 Ma Xuefang 5396825 0.7714% 5396825 0

11 Wang Jixin 5269841 0.7532% 5269841 0

12 Chen Shaopeng 4761904 0.6806% 4761904 0

13 Zhao Yichun 9523809 1.3613% 9523809 0

14 lamatso 1904761 0.2723% 1904761 0

15 mA Jinbiao 3174603 0.4538%

16 Han Xingwu 3174603 0.4538% 3174603 0

17 Lufeng 1682539 0.2405% 1682539 0

18 Ma Chengyun 1587301 0.2269%

19 Gaoqian 3809523 0.5445% 3809523 0

20 Chen Li 2063492 0.2949% 2063492 0

21 Zhang Wei 952380 0.1361%

Total 139619037 19.9563% 0

5、 Statement of changes in share capital structure

Unit: shares

Changes before and after the listing of the project

Conditions for sale of shares 619037-139900 Limited

Tradable shares without sale conditions 560004200 139619037 6996232337

Total shares 69962337 0

6、 Verification opinions of the recommendation institution

Zhengping Road & Bridge Construction Co.Ltd(603843) the listing and circulation of restricted shares in this non-public offering complies with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies, the measures for the administration of securities issuance and listing recommendation business, and the stock listing rules of Shanghai Stock Exchange; 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; The shareholders who lifted the restricted shares strictly fulfilled their share locking commitments.

Guoyuan Securities Company Limited(000728) has no objection to the lifting of the ban on the listing and circulation of restricted shares.

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(there is no text on this page, which is the signature page of Guoyuan Securities Company Limited(000728) verification opinions on the listing and circulation of Zhengping Road & Bridge Construction Co.Ltd(603843) restricted shares of non-public development banks)

Sponsor representative:

Li Jun, Wang Yan

Guoyuan Securities Company Limited(000728) mm / DD / yy

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