Zhongtai Securities Co.Ltd(600918)
About Hongbaoli Group Corporation Ltd(002165)
Verification opinions on the listing and circulation of non-public issuance of restricted shares
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as " Zhongtai Securities Co.Ltd(600918) " or "sponsor") as a sponsor of Hongbaoli Group Corporation Ltd(002165) (hereinafter referred to as " Hongbaoli Group Corporation Ltd(002165) " or "company") non-public offering of shares, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 13 - recommendation business, We have carefully and prudently verified the listing and circulation of Hongbaoli Group Corporation Ltd(002165) non-public offering of restricted shares. The verification results and opinions are as follows:
1、 Overview of restricted shares and changes in share capital
According to the approval document of the China Securities Regulatory Commission on the approval of Hongbaoli Group Corporation Ltd(002165) non-public development of shares (zjxk [2021] No. 509), the company is approved to issue no more than 180617433 new shares in a non-public manner.
In July 2021, the company privately issued 133211727 RMB ordinary shares to 23 investors at an issue price of 3.82 yuan / share. On August 23, 2021, 133211727 non-public shares of the company were listed on Shenzhen stock exchange with a sales restriction period of 6 months. The share capital of the company increased from 602058110 shares to 735269837 shares. Among them, the restricted shares after the initial public offering were 133211727 shares, accounting for 18.1174% of the total share capital of the company.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
The shareholders applying for lifting the restriction are UBS AG, CAITONG Fund Management Co., Ltd., Guangdong Dehui Investment Management Co., Ltd. - Dehui preferred private securities investment fund, Guangdong Dehui Investment Management Co., Ltd. - Dehui Zunxiang No. 9 private securities investment fund, Guangdong Dehui Investment Management Co., Ltd. - Dehui Zunxiang No. 6 private securities investment fund Guangdong Dehui Investment Management Co., Ltd. - Dehui exclusive private securities investment fund, Guotai Junan Securities Co.Ltd(601211) , Hangzhou Mingliang Asset Management Co., Ltd. - Mingliang Haiming selected private securities investment fund, he Huiqing, Hong Zhonghai, Hu Jinke, Huanghe long, LV Qiang, Ningbo ningju Asset Management Center (limited partnership) - ningju YINGSHANHONG 9 private securities investment fund Nord Fund Management Co., Ltd., shangzhongli, Shenzhen Junyi Private Securities Fund Management Co., Ltd. - Junyi Hongcheng private securities investment fund, Tian wanbiao, Wu
Guobin, Xue Xiaohua, Yulin coal resources transformation guidance fund partnership (limited partnership), Zhejiang Longyin Investment Management Co., Ltd. - Longyin Zunxiang No. 15 private securities investment fund, Zhou Feng, according to the report on the issuance of non-public offering of A-Shares and listing announcement of Hongbaoli Group Corporation Ltd(002165) Group Co., Ltd. and relevant commitment letters, The commitments of shareholders applying for lifting the restrictions on sales are as follows:
The company / I participated in the subscription of Hongbaoli Group Corporation Ltd(002165) non-public offering shares and the number of shares allocated. In accordance with the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, the company / I will promise that the above allocated shares will be locked for 6 months from the date of listing of new shares in this non-public offering, and will not be transferred during this period. The shares derived from the shares allocated this time due to the distribution of stock dividends by the listed company, the conversion of capital reserve and other forms also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. If the relevant laws and regulations have other provisions on the locking period of the shares held by the subscribers of this non-public offering, Comply with relevant regulations. 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.
The shareholders who apply for lifting the restrictions on the sale of shares do not occupy the company's funds for non-profit purposes, and the company does not have any illegal guarantee and other acts damaging the interests of the company.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is Wednesday, February 23, 2022.
2. The number of restricted shares lifted this time is 133211727 shares, accounting for 18.1174% of the total share capital of the company. 3. The number of shareholders applying for lifting the restrictions on the sale of shares is 23 and the number of securities accounts is 48.
4. The details of the lifting of restrictions on the sale and listing of shares are as follows:
The restrictions on sales are lifted this time
No. the proportion of the total number of shares (shares) of the company's total remarks (shares) the number of restricted shares (shares) and the share capital
（％）
1 Yulin coal resource transformation guide 13089005 1.78
Fund partnership (limited partnership)
2 Tian wanbiao 3926701 0.53
3 UBS AG 3,926,701 3,926,701 0.53
4 weeks peak 3926701 0.53
5 shangzhongli 6544502 6544502 0.89
6 LV Qiang 13089005 1.78
The restrictions on sales are lifted this time
No. the full name of the shareholder holds the restricted sales conditions. The number of Shares applied for lifting this time accounts for the total number of notes of the company
Total number of shares (shares) restricted number of shares (shares) proportion of share capital
（％）
Shenzhen Junyi private equity securities fund management Co., Ltd
7 Li Co., Ltd. - Junyi Hongcheng private placement 3926701 3926701 0.53
securities investment funds
Hangzhou Mingliang Asset Management Co., Ltd
Division 8 - selected private securities of Ming lianghaiming 3926701 0.53
investment funds
9 Xue Xiaohua 6020942 0.82
10 Wu Guobin 4188481 0.57
11 hujinke 3926701 0.53
12 Nord Fund Management Co., Ltd. 4188481 4188481 0.57
Ningbo ningju Asset Management Center (yes)
13 (limited partnership) - ningju YINGSHANHONG No. 9 3926701 3926701 0.53
Private equity investment fund
14 he Huiqing 9685863 1.32
15 Hong Zhonghai 6544502 6544502 0.89
16 Yellow River Dragon 6544502 6544502 0.89 Pledged Shares
6544502 shares
17 CAITONG Fund Management Co., Ltd. 11518324 11518324 1.57
18 Guotai Junan Securities Co.Ltd(601211) Securities Co., Ltd. 7068062 7068062 0.96
department
Zhejiang Longyin Investment Management Co., Ltd
Company 19 - Longyin Zunxiang No. 15 private placement certificate 5235602 5235602 0.71
Bond investment fund
Guangdong Dehui Investment Management Co., Ltd
Division 20 - exclusive private securities investment of Dehui 3926701 3926701 0.53
fund
Guangdong Dehui Investment Management Co., Ltd
Private equity investment division 26701-3953.3921
fund
Guangdong Dehui Investment Management Co., Ltd
Division 22 - Dehui Zunxiang No. 6 private securities 3926701 3926701 0.53
investment funds
Guangdong Dehui Investment Management Co., Ltd
Division 23 - Dehui Zunxiang No. 9 private securities 227446 227446 0.03
investment funds
Total 133211727 18.12-
4、 Changes in share capital structure after lifting restrictions
After the restrictions are lifted this time, the total share capital of the company has not changed, and the share capital structure has changed.
See the following table for details:
Before this change, after this change
Quantity (share) proportion (share) quantity (share) proportion
1、 Shares with limited sales conditions 141180118 19.20% - 133211727 7968391 1.08%
1. Executive lock up shares 7968391 1.08% - 7968391 1.08%
2. Restricted shares after IPO: 133211727 18.12% - 133211727 --
2、 17897192.98% unlimited sale conditions
3、 Total shares 735269837 100.00%
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the listing and circulation of the company's restricted shares meets the requirements of relevant laws, regulations and normative documents such as the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board. 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; As of the date of issuance of this verification opinion, the information disclosure related to the restricted shares of the company 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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(there is no text on this page, which is the signature and seal page of Zhongtai Securities Co.Ltd(600918) verification opinions on the listing and circulation of Hongbaoli Group Corporation Ltd(002165) restricted shares of non-public development banks)
Sponsor representative: Xu Chao
