China Securities Co.Ltd(601066)
Verification opinions on the listing and circulation of some restricted shares of Baic Bluepark New Energy Technology Co.Ltd(600733) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” independent financial consultant “) as an independent financial consultant for Baic Bluepark New Energy Technology Co.Ltd(600733) (hereinafter referred to as” Baic Bluepark New Energy Technology Co.Ltd(600733) “and” the company “) to replace major assets, issue shares to purchase assets, raise supporting funds and related party transactions, in accordance with the company law, the securities law and the measures for the administration of major asset restructuring of listed companies The listing and circulation of some restricted shares formed by Baic Bluepark New Energy Technology Co.Ltd(600733) This major asset restructuring has been verified in accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of financial advisory business of mergers and acquisitions of listed companies and the rules for the listing of shares on Shanghai Stock Exchange. The verification results are as follows:
1、 Types of restricted shares listed this time
The listing type of restricted shares this time is the issuance of shares to purchase asset restricted shares (hereinafter referred to as “issuance of restricted shares”) for major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as “restructuring”). The information about the restricted shares is as follows:
1. Approval time
Baic Bluepark New Energy Technology Co.Ltd(600733) (hereinafter referred to as “company” or “listed company” or ” Baic Bluepark New Energy Technology Co.Ltd(600733) “) received the reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on approving Chengdu Qianfeng Electronics Co., Ltd. to issue shares to purchase assets and raise supporting funds from BAIC Group Co., Ltd. (zjxk [2018] No. 899) on June 1, 2018, For details, please refer to the announcement on obtaining the approval of China Securities Regulatory Commission for major asset replacement and issuance of shares to purchase assets and raising supporting funds and related party transactions (Announcement No.: pro 2018-070) disclosed by the company on the website of Shanghai Stock Exchange, China Securities News and Shanghai Securities News on June 2, 2018.
2. Share registration
The company completed the registration of new shares for the purchase of assets by issuing shares on August 23, 2018. See the company’s website of Shanghai Stock Exchange and China Securities Journal on August 25, 2018 for details Announcement on asset purchase results and share changes of major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions disclosed by Shanghai Securities News (Announcement No.: pro 2018-089).
3. Issuing object and lock-in period arrangement
(1) Distribution object
Serial No. issuing object: shares (shares) after share capital reserve is converted into additional shares (shares)
1 BAIC Motor Group Co., Ltd. 246989452 864463082
2 Beijing Industrial Development Investment Management Co., Ltd. 72300168 253050588
3 BAIC (Guangzhou) Automobile Co., Ltd. 62409505 218433267
4 Wuhu Xinshi Xinye investment management partnership (limited partnership) 53502124 187257434
5 Shenzhen Jinggangshan New Energy Investment Management Co., Ltd. 36670645 128347257
6 Beijing Xingwang Industrial Park Co., Ltd. 32775112 114712892
7 Bohai Automotive Systems Co.Ltd(600960) 30,076,870 105,269,045
8 Daimler Greater China Investment Co., Ltd. 30076870 105269045
9 Ningbo Meishan bonded port area Gotion High-Tech Co.Ltd(002074) new energy automobile industry investment center (28920067 101220234 limited partnership)
10 Zhiyue (Shanghai) Investment Center (limited partnership) 25342944 88700304
11 Hefei Gotion High-Tech Co.Ltd(002074) power energy Co., Ltd. 17352040 60732140
12 Beijing Electronic Holding Co., Ltd. 14460033 50610116
13 Tianjin Zhongji Huixin enterprise management partnership (limited partnership) 14460033 50610115
14 Shanghai Zhongping Guoluo M & A equity investment fund partnership (limited partnership) 14460033 50610115
15 Shenzhen oceanwide Yunteng investment partnership (limited partnership) 14460033 50610115
16 Nanchang Ofilm Group Co.Ltd(002456) Electric Technology Co., Ltd. 11568026 40488091
17 Oceanwide Equity Investment Management Co., Ltd. 10122023 35427081
18 Tianjin Jinxing Investment Co., Ltd. 7663817 26823360
19 Contemporary Amperex Technology Co.Limited(300750) 5,784,013 20,244,045
20 Funeng energy (Ganzhou) Investment Fund (limited partnership) 4533220 15866270
21 Beijing Boao Huatai Investment Co., Ltd. 3181207 11134224
22 Pang Da Automobile Trade Co.Ltd(601258) 2,892,006 10,122,021
23 Zhongshan Broad-Ocean Motor Co.Ltd(002249) 2,602,806 9,109,821
24 Beijing Shougang lvjie Venture Capital Co., Ltd. 2169005 7591517
25 Beijing Chengcheng Clean Energy Technology Co., Ltd. 2024404 7085414
260000 Bangxin Energy Investment Group Co., Ltd. 1735204 6073214
27 Jiangxi qingkong Hetang Investment Management Co., Ltd. 1735204 6073214
28 zhongguanbao Investment Co., Ltd. 1735204 6073214
29 Beijing Tianxiang Venture Capital Management Consulting Co., Ltd. 1735204 6073214
Changzhou pengying chuangmeng industrial investment partnership (limited partnership) 1588884 5561094
31 Changzhou pengying Zhiyuan industrial investment partnership (limited partnership) 1580367 5531284
32 Qihoo 360 Security Technology Inc(601360) software (Beijing) Co., Ltd. 1446003 5061011
33 Youneng Shangzhuo (Tianjin) asset management partnership (limited partnership) 1142053 3997185
34 Beijing Youneng Shangzhuo venture capital fund (limited partnership) 867602 3036607
35 Beijing taoyun New Energy Investment Management Co., Ltd. 723001 2530504
Total 761085182 2663798134
(2) Lock up period arrangement
Among the issuing objects of the issued shares to purchase assets in this reorganization, BAIC Group Co., Ltd. (hereinafter referred to as “BAIC group”), BAIC (Guangzhou) Automobile Co., Ltd. (hereinafter referred to as “BAIC Guangzhou”), Bohai Automotive Systems Co.Ltd(600960) (hereinafter referred to as ” Bohai Automotive Systems Co.Ltd(600960) “), Daimler Greater China Investment Co., Ltd The shares subscribed by Nanchang Ofilm Group Co.Ltd(002456) will not be transferred within 36 months from the date of issuance; The shares subscribed by other issuers shall not be transferred within 12 months from the date of issuance.
According to BAIC group The commitment letter on share lock up period issued by BAIC Guangzhou and Bohai Automotive Systems Co.Ltd(600960) respectively in this restructuring: “if the closing price of the shares of the listed company is lower than the issuing price for 20 consecutive trading days within 6 months after the completion of this transaction, or the closing price at the end of 6 months after the completion of the transaction is lower than the issuing price, the lock up period of the shares of the listed company held by the company will be automatically extended for at least 6 months.” Since the completion of this restructuring transaction to the closing on February 22, 2019, the closing price of the company’s shares has been lower than 10.76 yuan / share for more than 20 consecutive trading days, and the closing price at the end of six months after the completion of the transaction is lower than 10.76 yuan / share, triggering the fulfillment conditions of the above commitments. According to the above commitments, the lock up period of the company’s shares held by BAIC group, BAIC Guangzhou and Bohai Automotive Systems Co.Ltd(600960) will be automatically extended for 6 months on the basis of 36 months.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
1. According to the deliberation and approval of the company’s second extraordinary general meeting of shareholders in 2018 and the shareholders’ meeting related to the split share structure reform, the company purchased the capital stock after the completion of asset delivery by sending shares, replacing major assets and issuing shares, that is, taking the capital stock 958671182 shares as the base, and taking September 18, 2018 as the equity registration date, the company implemented the conversion of capital reserve to all shareholders by 25 shares for every 10 shares. After the implementation of the conversion of capital reserve into share capital, the total share capital of the company increased to 3355349137 shares, of which 2958449137 shares are tradable shares with limited sales conditions (including 2663798134 shares with limited sales conditions) and 396900000 shares are tradable shares with unlimited sales conditions. For details, please refer to the announcement on the implementation of non tradable share structure reform (conversion of capital reserve into increment) and the announcement on the implementation of equity distribution in 2018 (Announcement No.: pro 2018-105) disclosed by the company on the website of Shanghai Stock Exchange, China Securities News and Shanghai Securities News on September 13, 2018.
2. According to the reply of China Securities Regulatory Commission on approving Chengdu Qianfeng Electronics Co., Ltd. to issue shares to buy assets and raise supporting funds from BAIC Motor Group Co., Ltd, The company privately issued 138310200 RMB common shares (A shares) to three investors and completed the share registration formalities in Shanghai Branch of China Securities Depository and Clearing Corporation on January 29, 2019. After the completion of the issuance of supporting funds, the total share capital of the company increased to 3493659337 shares, including 3096759337 tradable shares with limited sales conditions (including 2663798134 shares with limited sales conditions) and 396900000 tradable shares with unlimited sales conditions. For details, please refer to the announcement on the issuance results and changes in share capital of non-public offering of major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions disclosed by the company on the website of Shanghai Stock Exchange, China Securities News and Shanghai Securities News on January 31, 2019 (Announcement No.: pro 2019-006).
3. According to the reply on approving Baic Bluepark New Energy Technology Co.Ltd(600733) non-public development of shares (zjxk [2021] No. 312) issued by China Securities Regulatory Commission, the company privately issued 793650793 shares to 16 investors
Ordinary shares in RMB (A shares) were registered in Shanghai Branch of China Securities Depository and Clearing Corporation on May 20, 2021. After the implementation of this non-public offering of shares, the total share capital of the company will be increased by 3,
