Citic Securities Company Limited(600030) verification opinions on the listing and circulation of Luoyang Glass Company Limited(600876) non-public offering of restricted shares
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") as the sponsor of Luoyang Glass Company Limited(600876) (hereinafter referred to as " Luoyang Glass Company Limited(600876) " or "company") non-public offering of shares in 2021, according to the administrative measures for securities issuance and listing sponsor business and other provisions, after verification, the following verification opinions are issued on the listing and circulation of Luoyang Glass Company Limited(600876) non-public offering of restricted shares:
1、 Types of restricted shares listed this time
Approved by the second extraordinary general meeting of Luoyang Glass Company Limited(600876) shareholders in 2021, the first A-share shareholders' meeting in 2021 and the first H-share shareholders' meeting in 2021, and approved by the reply on approving Luoyang Glass Company Limited(600876) non-public offering of shares (zjxk [2021] No. 2104) of China Securities Regulatory Commission, The company issued 97134531 non-public shares to specific objects at the issue price of 20.59 yuan / share. On August 18, 2021, the company handled the registration, custody and sales restriction procedures for the newly issued 97134531 shares in China Securities Depository and Clearing Co., Ltd. Shanghai Branch. After the completion of this non-public offering, the total share capital of the company increased from 548540432 shares to 645674963 shares. (for details, see the announcement on the results of public offering of A-Shares and changes in share capital published on the website of Shanghai Stock Exchange on August 20, 2021)
The issuing objects and placement of this non-public offering are as follows:
No. number of shares allocated to the issuing object (shares) amount allocated (yuan) lock-in period (month)
1. New material base for transformation and upgrading of Shenzhen Venture Capital manufacturing industry
Jin (limited partnership) 38853812 79999989.08 6
2 Triumph Science & Technology Co.Ltd(600552) Group Co., Ltd. 13229724 272400017.16 36
3. Kegai ceyuan (Chongqing) private equity investment base
Gold partnership (limited partnership) 7285089 14999982.51 6
4. Jinan Jiangshan investment partnership (limited liability company)
(2) 6313744 129999988.96 6
5 China Galaxy Securities Co.Ltd(601881) 5,730,937 117,999,992.83 6
6 Luoyang manufacturing high quality development fund (limited)
Partnership) 4856726 9999988.34 6
7 UBS AG 4,759,592 97,999,999.28 6
8 Ping An Insurance (Group) Company Of China Ltd(601318) Life Insurance Co., Ltd. - 2914035 599980.65 6
No. number of shares allocated to the issuing object (shares) amount allocated (yuan) lock-in period (month)
Investment linked - individual insurance investment linked
9. Ping an asset - Industrial And Commercial Bank Of China Limited(601398) - Xinxiang No. 3 asset
Management products 2914035 5999990.65 6
10 Guotai Junan Securities Co.Ltd(601211) 2,914,035 59,999,980.65 6
11 Ningbo Hongyang investment management partnership (limited)
Partnership) - Hongyang special fund phase I private placement certificate 2914035 599980.65 6
Bond investment fund
12 Shanghai Boshen Investment Center (limited partnership)-
Boshen 27th securities investment private equity fund 2914035 59999980.65 6
13 Nord Fund Management Co., Ltd. 1534732 31600131.88 6
Total 97134531 19999999993-
2、 Implementation of commitments by shareholders applying for lifting restricted shares
The 12 shareholders who applied for lifting the restrictions on the sale of shares promised during the company's non-public offering that they would not transfer the shares subscribed for this time within six months from the date of Luoyang Glass Company Limited(600876) the end of this offering (referring to the date of listing of the shares issued this time).
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.
As of the date of issuance of this verification opinion, the shareholders applying for the lifting of share restrictions do not occupy the company's funds for non-profit purposes, and the company has not conducted illegal guarantees and other acts damaging the interests of the company.
3、 Changes in the number of share capital of the company since the formation of the restricted shares
In August 2021, the company issued 97134531 non-public shares, and the total share capital of the company increased from 548540432 shares to 645674963 shares. After this non-public offering of shares, the company did not change its total share capital due to profit distribution, conversion of capital reserve into share capital, etc. On October 13, 2021, the company disclosed the announcement on the listing and circulation of restricted shares of non-public development banks, and completed the listing and circulation of 17502115 restricted shares. So far, the number of circulating shares with limited sales conditions has been reduced to 97134531 shares, and the number of circulating shares with unlimited sales conditions has increased to 548540432 shares, with a total of 645674963 shares.
From the date of completion of the circulation and listing of restricted shares to the date of issuance of this verification opinion, the total share capital of the company has not changed.
4、 Listing of restricted tradable shares in this non-public offering
1. The number of restricted shares listed and circulated in this non-public offering is 83904807 shares;
2. The listing and circulation date of the non-public offering of restricted shares is February 18, 2022;
3. Detailed list of listing and circulation of restricted shares in this non-public offering
Unit: shares
Sequence Holding Limited sales flow the application for listing flow the remaining Limited sales flow number the name of shareholders the number of common shares the number of common shares in this listing accounts for the total number of shares
Proportion (%)
1 Shenzhen Venture Capital manufacturing transformation and upgrading new materials 38853812 38853812 6.02% 0
Fund (limited partnership)
2 Triumph Science & Technology Co.Ltd(600552) Group Co., Ltd. 13229724 0 0 13229724
3 kegai ceyuan (Chongqing) private equity investment 7285089 7285089 1.13% 0
Fund partnership (limited partnership)
4 Jinan Jiangshan investment partnership (Co., Ltd.) 6313744 0.98% 0
(partner)
5 China Galaxy Securities Co.Ltd(601881) 5,730,937 5,730,937 0.89% 0
6 Luoyang manufacturing high quality development fund (4856726 0.75% 0
Limited partnership)
7 UBS AG 4,759,592 4,759,592 0.74% 0
8 Ping An Insurance (Group) Company Of China Ltd(601318) Life Insurance Co., Ltd. 2914035 2914035 0.45% 0
Company investment company individual insurance investment company
9 ping an asset - Industrial And Commercial Bank Of China Limited(601398) - Xinxiang No. 3 Zi 2914035 2914035 0.45% 0
Production management products
10 Guotai Junan Securities Co.Ltd(601211) 2,914,035 2,914,035 0.45% 0
Ningbo Hongyang investment management partnership (if any)
11 limited partnership) - Hongyang special fund phase I private 2914035 2914035 0.45% 0
Raised securities investment fund
Shanghai Boshen Investment Center (limited partnership)
12 - Boshen 27th securities investment private equity fund 2914035 2914035 0.45% 0
gold
13 Nord Fund Management Co., Ltd. 1534732 1534732 0.24% 0
Total 97134531 83904807 12.99% 13229724
5、 Statement of changes in share capital structure
Unit: changes in share capital before the listing and after the listing
1. Shares held by state-owned legal persons 21874696 - 8644972 13229724
Conditions for limited sale 2. Shares held by other domestic legal persons 70500243 - 70500243 0
3. Shares held by overseas legal persons 47592 - 47592 0
The total number of tradable shares with limited sales conditions is 97134531 - 83904807 13229724
A shares with no sale conditions 298540432 + 83904807 382445239 tradable shares H shares 250000000 0 250000000 tradable shares with no sale conditions 548540432 + 83904807 632445239 in total
Total shares 645674963 0 645674963
6、 Verification opinions of the recommendation institution
1. Luoyang Glass Company Limited(600876) this time limit
