Guoyuan Securities Company Limited(000728)
About Huaibei Mining Holdings Co.Ltd(600985) issuing shares and paying cash for purchase
100% equity of Huaibei Mining Holdings Co.Ltd(600985) Co., Ltd. and raising supporting funds and related party transactions
Verification opinions on the lifting of the ban on restricted shares
In accordance with the regulations of Shanghai Stock Exchange on the administration of major assets reorganization of listed companies, the measures for the administration of financial restructuring of listed companies, etc, Guoyuan Securities Company Limited(000728) accepts the entrustment of Huaibei Mining Holdings Co.Ltd(600985) (formerly known as “Anhui leiming scientific and Chemical Co., Ltd.”, which was officially renamed as ” Huaibei Mining Holdings Co.Ltd(600985) ” on October 10, 2018, hereinafter referred to as ” Huaibei Mining Holdings Co.Ltd(600985) “, “listed company” or “company”), Acting as the independent financial consultant of the company for issuing shares and paying cash to purchase 100% equity of Huaibei Mining Holdings Co.Ltd(600985) Co., Ltd. (hereinafter referred to as “huaikuang shares”) and raising supporting funds and related party transactions, the company checked the listing and circulation of restricted shares. The verification results and opinions are as follows:
1、 Issuance of restricted shares
(I) listing type of restricted shares: non-public offering of restricted shares
(II) approval of non-public offering of restricted shares
On July 27, 2018, Huaibei Mining Holdings Co.Ltd(600985) issued shares to purchase assets and raised supporting funds, which was approved by the CSRC (zjxk [2018] No. 1196). The company was approved to issue 1812224639 shares to 18 shareholders of Huaibei Mining Holdings Co.Ltd(600985) Co., Ltd. to purchase relevant assets, and the company’s non-public offering of supporting funds was approved to be no more than 630 million yuan.
(III) share registration
On August 16, 2018, 1812224639 shares newly added to the assets purchased through the issuance of shares completed the share registration and custody procedures in Shanghai Branch of China Securities Depository and Clearing Co., Ltd., and the total share capital of the company increased to 2112380969 shares.
(IV) lock up period arrangement
The new shares in this non-public offering are all tradable shares with limited sales conditions. The specific lock up periods of relevant shares are as follows:
Serial number shareholder name number of shares subscribed (shares) lock up period
(month)
1 Huaibei Mining Holdings Co.Ltd(600985) (Group) Co., Ltd. 1522331879 36
2 China Cinda Asset Management Co., Ltd. 126095842 12
3 Anhui Energy Group Co., Ltd. 22012017 12
4 Baosteel Resources Co., Ltd. 17609614 12
5 Guoyuan Equity Investment Co., Ltd. 16509013 12
6 Anhui Quanwei copper Holding Co., Ltd. 16509013 12
7 Jiarong Investment Co., Ltd. 14527931 12
8 China Huarong Asset Management Co., Ltd. 12464304 12
9 Masteel (Group) Holding Co., Ltd. 11006008 12
10 Chery Automobile Co., Ltd. 11006008 12
11 Galaxy Innovation Capital Management Co., Ltd. 11006008 12
12 Bank of China International Investment Co., Ltd. 9905407 12
13 Anhui Investment Group Holding Co., Ltd. 8254506 12
14 China Salt Industry Group Co., Ltd. 5503004 12
15 Zhongcheng Trust Co., Ltd. 5503004 12
16 Wang Jieguang 1650901 12
17 Zheng Yinping 275150 12
18 Cao Li 55030 12
Note: 1 In addition to the controlling shareholder Huaibei Mining Holdings Co.Ltd(600985) (Group) Co., Ltd. (hereinafter referred to as Huaibei Mining Holdings Co.Ltd(600985) group), the remaining 17 shareholders added 289892760 tradable shares with limited sales conditions due to this transaction, which have been listed and circulated since August 20, 2019.
2. According to the commitment made by Huaibei Mining Holdings Co.Ltd(600985) group during major asset restructuring, Huaibei Mining Holdings Co.Ltd(600985) group will automatically extend the lock up period of 1522331879 tradable shares with limited sales conditions for 6 months on the basis of the original lock up period of 36 months.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
(I) issuance of shares with supporting raised funds
With the approval of zjxk [2018] No. 1196 document of China Securities Regulatory Commission, the company issued shares to Guohua Energy Investment Co., Ltd., Huainan Mining (Group) Co., Ltd. and Maanshan Iron and Steel Group Investment Co., Ltd. to raise supporting funds, and issued 60031266 shares in total, On March 6, 2019, the company completed the share registration procedures at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd., and the new shares were locked for 12 months. So far, the total share capital of the company has increased to 2172412235 shares.
(II) conversion of convertible corporate bonds into shares
With the approval of zjxk [2019] No. 2269 document of China Securities Regulatory Commission, the company successfully issued 2.757.4 billion yuan of convertible corporate bonds on December 27, 2019, with an issue price of 100 yuan / piece and an issue quantity of 27.574 million pieces. “Huaikuang convertible bonds” can be converted into shares of the company from June 29, 2020. As of July 1, 2021, the cumulative number of shares converted by huaikuang convertible bonds is 308623690 shares. So far, the total share capital of the company has increased to 2481035925 shares.
In addition to the above matters, since the formation of the non-public offering of restricted shares, the company has not had any other events leading to the change of the number of share capital.
3、 Relevant commitments on the listing and circulation of restricted shares
(I) commitment content
The restricted shares to be listed and circulated this time are 1522331879 shares issued by the company to Huaibei Mining Holdings Co.Ltd(600985) group. According to the measures for the administration of major asset restructuring of listed companies, Huaibei Mining Holdings Co.Ltd(600985) the group made the following commitment: ” Huaibei Mining Holdings Co.Ltd(600985) the shares of the listed company obtained by the group through this restructuring will not be transferred within 36 months from the date of listing of the new shares. If the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days or the closing price at the end of 6 months after the completion of the transaction, Huaibei Mining Holdings Co.Ltd(600985) The lock up period of the company’s shares held by the group shall be automatically extended for at least 6 months. From the completion of the issuance of the above-mentioned new shares to the expiration of the above-mentioned lock-in period, Huaibei Mining Holdings Co.Ltd(600985) group shall also abide by the above-mentioned commitments for the shares of listed companies increased due to bonus shares, conversion of capital stock and other reasons. “
(II) regular extension of share lock
After verification, within 6 months after the completion of this transaction, the closing price of the company’s shares is lower than the issue price of 11.26 yuan / share for 20 consecutive trading days, triggering the conditions for the performance of the above commitments. According to the above commitments, Huaibei Mining Holdings Co.Ltd(600985) group’s lock up period of 1522331879 new shares due to this transaction will be automatically extended for 6 months on the basis of the original lock up period of 36 months, that is, the lock up period of shares will be extended to February 19, 2022. Before the restricted shares of the above extended commitment lock period are lifted, the shares increased by Huaibei Mining Holdings Co.Ltd(600985) group due to the company’s bonus shares, conversion of share capital and other reasons will also abide by the relevant commitments.
(III) performance of commitments
As of the date of issuance of this verification opinion, Huaibei Mining Holdings Co.Ltd(600985) group has strictly fulfilled the above commitments, and there is no situation that the non performance of relevant commitments affects the listing and circulation of restricted shares.
4、 Listing and circulation of restricted shares
The number of restricted shares listed and circulated this time is 1522331879;
The listing and circulation date of restricted shares is February 21, 2022;
The listing and circulation details of restricted shares are as follows:
No. name of shareholder holding limited sale shares proportion of limited sale shares in the total share capital of the company’s remaining restricted sale shares (shares) in this listing (%) quantity (shares) quantity (shares)
1 Huaibei Mining Holdings Co.Ltd(600985) group 1522331879 61.36 1522331879 0
Total 1522331879 61.36 1522331879 0
5、 Statement of changes in share capital structure
Unit: changes in share capital before the listing and after the listing
Article 15 shares held by state-owned legal persons 1522331879 – 1522331879 0
Circulation of parts
The total number of outstanding shares with limited sales conditions is 1522331879 – 1522331879 0
Circulation of 958704046 1522331879 2481035925 A shares without restriction
The total number of tradable shares with unlimited sale conditions is 958704046 1522331879 2481035925
Total shares 2481035925 0 2481035925
6、 Concluding observations of the independent financial adviser
After verification, the independent financial adviser believes that:
1. As of the date of issuance of this verification opinion, the shareholder Huaibei Mining Holdings Co.Ltd(600985) (Group) Co., Ltd. that lifted the restrictions on the sale of shares did not violate its commitments made during the asset restructuring;
2. The listing and circulation of the tradable shares subject to the limited sale conditions complies with the relevant laws and regulations and the relevant provisions of Shanghai Stock Exchange;
3. The number of tradable shares subject to the limited sale conditions and the listing and circulation time meet the requirements of relevant laws, regulations and rules such as the administrative measures for major asset restructuring and the stock listing rules of Shanghai Stock Exchange;
4. As of the date of issuance of this verification opinion, the company’s information disclosure related to the tradable shares with limited sales conditions is true, accurate and complete.
The independent financial consultant has no objection to the lifting of the restriction on the sale of shares and the listing and circulation of the company.
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(there is no text on this page, which is the signature and seal page of Guoyuan Securities Company Limited(000728) verification opinions on Huaibei Mining Holdings Co.Ltd(600985) issuing shares and paying cash to purchase 100% equity of Huaibei Mining Holdings Co.Ltd(600985) Co., Ltd. and raising supporting funds and lifting the ban on restricted shares of related party transactions) sponsor of Financial Consultant:
He Guangxing, Yuan Dajun, Hu Yongshun
Guoyuan Securities Company Limited(000728) mm / DD / yy
