Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
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Funeng Oriental Equipment Technology Co.Ltd(300173) verification opinions on the listing and circulation of some restricted shares
Date of signature: February, 2002
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor” or “independent financial consultant”) as an independent financial consultant for Funeng Oriental Equipment Technology Co.Ltd(300173) (hereinafter referred to as ” Funeng Oriental Equipment Technology Co.Ltd(300173) ” or “listed company”) 2019 major asset restructuring project, according to the administrative measures for major asset restructuring of listed companies Relevant provisions such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies have verified the listing and circulation of some restricted shares involved in the above transactions, and expressed the following opinions:
1、 Acquisition of shares subject to the lifting of restrictions
Funeng Oriental Equipment Technology Co.Ltd(300173) (formerly known as “Songde smart equipment Co., Ltd.”, hereinafter referred to as “the company” or ” Funeng Oriental Equipment Technology Co.Ltd(300173) “) was approved by the reply on approving Songde smart equipment Co., Ltd. to issue shares to purchase assets and raise supporting funds from Chaoyuan Technology (Hong Kong) Co., Ltd. (zjxk [2020] No. 551) of China Securities Regulatory Commission, On June 12, 2020, to the shareholders of Dongguan chaoye precision equipment Co., Ltd. (hereinafter referred to as “chaoye precision”), Chaoyuan Technology (Hong Kong) Co., Ltd., Deng Chizhu, Xiamen Shaoxu intelligent equipment investment partnership (limited partnership), Xiamen Yihang investment partnership (limited partnership), Xiamen Huibang Trina equity investment fund partnership (limited partnership) Xiamen Zhaoyuan investment partnership (limited partnership), Xiamen Longyuan investment partnership (limited partnership) and Ningde Guanhong Investment Co., Ltd. privately issued 82971425 shares to purchase 88% equity of chaoye precision held by them; On August 18, 2020, it issued 13114754 non-public shares to Foshan e-government technology Co., Ltd. (hereinafter referred to as “e-government”) to raise supporting funds (hereinafter referred to as “this non-public offering”).
The number of restricted shares lifted this time is 13114754 shares, accounting for 1.78% of the total share capital of the company; On the lifting date, the actual number of tradable restricted shares was 13114754, accounting for 1.78% of the total share capital of the company.
2、 A description of the commitments and performance of the shareholders applying for the lifting of restricted shares and other matters
(I) commitments made by shareholders applying for lifting restricted shares
In this non-public offering, e-government has made the following commitments on the lock-in period of shares:
(1) The Funeng Oriental Equipment Technology Co.Ltd(300173) shares subscribed by the subscriber through this non-public offering will not be transferred within 18 months from the date of completion of the issuance of such shares. After 18 months, according to the regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange
(2) If the information provided or disclosed in this non-public offering 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 the listed company 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 the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information of the unit to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the identity information and account information of the unit 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 there are violations of laws and regulations, the unit promises to lock in shares and voluntarily use them for compensation arrangements for relevant investors.
(3) If the lock up period commitment of the unit based on the shares obtained from this non-public offering is inconsistent with the latest regulatory opinions of the securities regulatory authority, the unit will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authority.
(4) After the expiration of the lock up period, the transfer or lifting of the ban shall be carried out in accordance with the relevant provisions of the CSRC and the stock exchange.
(5) After the completion of this non-public offering, the shares of the listed company acquired by the unit in this exchange and increased due to the implementation of ex rights matters such as share distribution and conversion of capital reserve into share capital by the listed company shall also abide by the above agreement.
(II) implementation of the above commitments of shareholders applying for lifting the restricted shares this time
As of the date of issuance of this verification opinion, the above shareholders have strictly complied with the above share locking commitment during the commitment period, and there is no situation that the non performance of relevant commitments affects the listing and circulation of restricted shares.
(III) whether there is non operational occupation of funds by the shareholders applying for lifting the restrictions on sales this time
As of the date of issuance of this verification opinion, the shareholders who applied for lifting the share restriction did not occupy the company’s funds for non operation, and the company did not guarantee them in violation of regulations.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is Friday, February 18, 2022;
2. The number of restricted shares lifted this time is 13114754 shares, accounting for 1.78% of the total share capital of the company;
3. The actual number of shares that can be listed and circulated this time is 13114754, accounting for 1.78% of the total share capital of the company; 4. The number of circulating shareholders of the listed company whose restrictions on sale are lifted this time is 1;
5. The details of the lifting of restrictions on the sale and listing of shares are as follows:
Total number of serial numbers (shares) number (shares) of shares listed at the time of lifting the restriction on sale
(shares)
1 e-government Foshan e-government technology Co., Ltd. 13114754 13114754 13114754
Total 13114754 13114754 13114754
4、 Change structure of share capital before and after the listing and circulation of restricted shares
After the non-public offering of restricted shares and listing and circulation, the changes in the capital structure of listed companies are as follows:
Before and after this change
Nature of shares proportion of shares (%) (+, -) proportion of shares
(shares) (shares) (%)
1、 Tradable shares with restricted sales conditions / non tradable shares of 65786535 8.95 – 13114754 52671781 7.17
Executive lock up shares 248923 0.03 0.03
Restricted shares after IPO 65537612 8.92 -13114754 52422858 7.14
2、 Tradable shares without sale conditions 668939163 91.05 13114754 682053917 92.83
3、 Total share capital 734725698 100 0 734725698 100
5、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
The shareholders applying for lifting the restrictions on the sale of shares have expired, and there is no violation of the commitments they made when subscribing for non-public shares in the major asset restructuring, no non operational occupation of the company’s funds, no illegal guarantee by the company, and no measures for the administration of major asset restructuring of listed companies In the case of restricted transfer specified in the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and other relevant laws and regulations, the shareholders who apply for lifting the restrictions on the sale of shares meet the conditions for lifting the restrictions on the sale specified in the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem; As of the date of issuance of this verification opinion, Funeng Oriental Equipment Technology Co.Ltd(300173) the information disclosure related to the restricted shares is true, accurate and complete.
The independent financial advisor has no objection to the listing and circulation of Funeng Oriental Equipment Technology Co.Ltd(300173) restricted shares.
(there is no text on this page, which is the signature page of Shenwan Hongyuan Group Co.Ltd(000166) verification opinions of Funeng Oriental Equipment Technology Co.Ltd(300173) securities underwriting and recommendation Co., Ltd. on the listing and circulation of some restricted shares) financial advisor sponsor:
Zhou Nanzhan Yongchang
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. mm / DD / yyyy
