China International Capital Corporation Limited(601995) 、 China Securities Co.Ltd(601066)
About China Telecom Corporation Limited(601728)
Verification opinions on the listing and circulation of offline placement restricted shares in the initial public offering
China International Capital Corporation Limited(601995) , China Securities Co.Ltd(601066) (hereinafter collectively referred to as the "sponsor") as a continuous supervision sponsor for the initial public offering and listing of RMB common shares (A shares) of China Telecom Corporation Limited(601728) (hereinafter referred to as the "company"), In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, we have carefully verified the listing and circulation of China Telecom Corporation Limited(601728) IPO offline placement restricted shares. The verification results and opinions are as follows: 1 Types of restricted shares listed this time
Approved by the reply on approving China Telecom Corporation Limited(601728) initial public offering of shares (zjxk [2021] No. 2541) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, China Telecom Corporation Limited(601728) initial public offering of 10396135267 ordinary shares (A shares) (hereinafter referred to as "initial public offering" or "this offering") in RMB to the public (before the exercise of over allotment option) and listing on Shanghai Stock Exchange on August 20, 2021.
On September 22, 2021, the exercise period of the over allotment option expired, and the company issued 178635111 additional shares on the basis of the initial issuance of 10396135267 shares, accounting for about 1.7% of the initial issued shares. The final issued shares after the initial public offering and partial exercise of the over allotment option were 10574770378 shares.
The total share capital of the company before the initial public offering was 80932368321 shares, and after the initial public offering and partial exercise of the over allotment option, the total share capital was 91507138699 shares, including 73224400408 shares with limited sale conditions, accounting for 80.02% of the total share capital of the company, and 4405328291 shares with unlimited sale conditions, accounting for 4.81% of the total share capital of the company.
The total number of shares allotted by investors of the company's initial public offering and restricted distribution network is 6. The lock up period of this part of restricted shares is 6 months from the date when the company's A-share shares are listed on the Shanghai Stock Exchange. The lock up period will expire and be listed and circulated on February 21, 2022 (since February 20, 2022 is a non trading day, the listing and circulation date will be postponed to February 21, 2022).
2、 Changes in the number of share capital of the company since the formation of the restricted shares
After the formation of the restricted shares, as of the date of issuance of this verification opinion, except for exercising the over allotment option, the company has no change in the number of share capital due to distribution and conversion of reserve fund. 3、 Relevant commitments on the listing and circulation of restricted shares
According to the China Telecom Corporation Limited(601728) initial public offering arrangement and preliminary inquiry announcement, the offline issuing investors applying for lifting the restrictions on the sale of shares are subject to the following restrictions:
"In offline issuance, 30% of the shares allocated to each placing object have no lock period, which can be circulated from the date when the shares issued this time are listed and traded on the Shanghai Stock Exchange; 70% of the shares have a lock period of 6 months, and the lock period is calculated from the date when the shares issued this time are listed and traded on the Shanghai Stock Exchange.
When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the lock-in period arrangement for the placement object under their management. Once the quotation is made, it is deemed to accept the offline lock-in period arrangement disclosed in this announcement. "
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 or arrangements, and there is no situation that the listing and circulation of the restricted shares are affected by the failure to fulfill the relevant commitments or arrangements. 4、 Listing and circulation of restricted shares
(I) the number of restricted shares listed and circulated this time is 986228087;
(II) the listing and circulation date of restricted shares is February 21, 2022;
(III) detailed list of listing and circulation of restricted shares
Unit: shares
No. name of shareholder holding Limited shares proportion of Limited shares in the total share capital of the remaining company listed circulation quantity of restricted shares
1. The offline placement limit of this issuance is 986228087 1.08% 986228087 0
Selling holder
5、 Statement of changes in share capital structure
Unit: shares
Share type changes in restricted shares this time restricted shares this time
Before and after listing
1. Shares held by shareholders 67054958321 0 67054958321 before this offering
2. Strategic placement shares with limited conditions 5183214000 0 5183214000
A-share circulating shares 3. Offline placement of restricted shares
986,228,087 -986,228,087 0
Subtotal 73224400408 - 986228087 72238172321
A-share tradable shares without sale conditions 4405328291 986228087 5391556378
H shares 1387741000 0 1387741000
Total shares 91507138699 0 91507138699
6、 Verification opinions of the recommendation institution
China International Capital Corporation Limited(601995) , China Securities Co.Ltd(601066) as the continuous supervision and recommendation institution of the company's initial public offering and listing, it is verified that the listing and circulation of the company's restricted shares meets the requirements of relevant laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange and so on; The shareholders who lifted the restricted shares have strictly fulfilled the relevant commitments or arrangements; The number of restricted shares lifted and the listing and circulation time are in line with relevant laws, administrative regulations, departmental rules, relevant rules and shareholders' commitments or arrangements; As of the date of issuance of this verification opinion, the company's disclosure of relevant information about the listing and circulation of restricted shares is true, accurate and complete.
The recommendation institution has no objection to the listing and circulation of the company's restricted shares.
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