Federal Reserve Securities Co., Ltd
Verification opinions on the lifting of restrictions on the sale and listing of some restricted shares in the initial public offering of Xilong Scientific Co.Ltd(002584)
Federal Reserve Securities Co., Ltd. (hereinafter referred to as “Federal Reserve securities”) acts as an independent financial adviser to Xilong Scientific Co.Ltd(002584) (hereinafter referred to as ” Xilong Scientific Co.Ltd(002584) ” or “the company”) on matters related to the lifting of restrictions on the sale and listing and circulation of some restricted shares in the initial public offering, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, we have verified the lifting of restrictions on the sale and listing of some restricted shares in the initial public offering of Xilong Scientific Co.Ltd(002584) and issued the following verification opinions: I. initial public offering of shares and share capital
Approved by the reply on Approving the registration of initial public offering of shares of Xilong Chemical Co., Ltd. (zjxk [2011] No. 711) issued by China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company publicly issues 50000000 RMB common shares (A shares) to the public at an issue price of 12.50 yuan per share, It was listed and traded on the small and medium-sized board of Shenzhen Stock Exchange on June 2, 2011. Before the initial public offering, the total share capital of the company was 150000000 shares, and after the initial public offering, the total share capital of the company was 200000000 shares.
As of the date of issuance of this verification opinion, the total share capital of the company is 585216422 shares, including 180359110 shares with limited sales conditions, accounting for 30.819% of the total share capital of the company; The number of shares with no sale conditions is 404857312, accounting for 69.181% of the total share capital of the company. 2、 Implementation of commitments by shareholders applying for lifting share restrictions
(I) shareholders applying for lifting the restrictions on the sale of shares this time
The shareholder applying for lifting the share restriction this time is Xinjiang Mingding equity investment management partnership (limited partnership) [hereinafter referred to as “Mingding investment”). Xinjiang Mingding equity investment management partnership (limited partnership) is formed by Shantou Mingyuan Investment Co., Ltd. changing the name of the enterprise. Shantou Mingyuan Investment Co., Ltd. is one of the sponsors of Xilong Scientific Co.Ltd(002584) . After the public offering is completed, Mingding investment holds 7.4265 million Xilong Scientific Co.Ltd(002584) shares, accounting for 3.71% of its total share capital. The nature of the shares is restricted shares before the initial public offering. As of the date of issuance of this verification opinion, the shareholding of the above shareholders is as follows:
Share of restricted shares held in total share capital no. of Pledged Shares for lifting restricted shares no. of shareholders
Total number of shares (shares) proportion of shares (shares) number of shares
1 Xinjiang Mingding equity investment management 5875137 1.00% 1468784 0 partnership (limited partnership)
(II) commitments made by shareholders applying for the lifting of share restriction
The above-mentioned shareholders made the following commitments on restrictions on the initial public offering of shares in the prospectus for initial public offering of shares (disclosed on May 24, 2011) and the announcement on the listing of initial public offering of shares (disclosed on June 1, 2011):
Within 12 months from the date of listing of Xilong Scientific Co.Ltd(002584) shares, the company will not transfer or entrust others to manage its shares of the company, nor will the company repurchase its shares. The Xilong Scientific Co.Ltd(002584) shares transferred each year will not exceed 25% of the total Xilong Scientific Co.Ltd(002584) shares held; And will promptly report to Xilong Scientific Co.Ltd(002584) the Xilong Scientific Co.Ltd(002584) shares held and their changes. After the expiration of the commitment period, the above shares can be listed, circulated and transferred.
(III) implementation of commitments by shareholders applying for lifting the restrictions on the sale of shares
On June 2, 2012, 7426500 pre IPO shares of Xilong Scientific Co.Ltd(002584) held by Mingding investment could be listed and circulated. Based on its voluntary commitment of IPO, “the annual transfer of Xilong Scientific Co.Ltd(002584) shares will not exceed 25% of the total number of Xilong Scientific Co.Ltd(002584) shares held by Mingding investment”. The restricted shares held by Mingding investment have been explained in the previous unlocking announcements of Xilong Scientific Co.Ltd(002584) , the suggestive announcement on the listing and circulation of issued shares before the initial public offering (May 31, 2012), the suggestive announcement on the listing and circulation of restricted shares after the initial public offering (January 15, 2019) Suggestive announcement on the listing and circulation of restricted shares after the initial public offering (January 14, 2020) and suggestive announcement on the listing and circulation of restricted shares of Xinjiang Mingding equity investment management partnership (limited partnership) (March 10, 2021).
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 and have not violated the above commitments.
(IV) the commitments made by the shareholders applying for lifting the restrictions on the sale of shares in the prospectus are consistent with those made in the listing announcement, and there are no subsequent commitments related to the lock-in and reduction of shares.
(V) 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 and have not violated the commitments.
(VI) none of the shareholders who applied for lifting the share restriction this time occupied the company’s funds for non-profit purposes, and the company did not provide guarantees to the shareholders who applied for lifting the share restriction this time 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 February 22, 2022 (Tuesday).
2. The number of restricted shares lifted this time is 1468784, accounting for 0.251% of the total share capital of the company; The actual number of shares that can be listed and circulated this time is 1468784, accounting for 0.251% of the total share capital of the company.
3. A total of one shareholder lifted the restrictions on the sale of shares this time.
4. There is no pledge or freezing of the shares applied for lifting the restriction.
5. The lifting of restricted shares and the listing and circulation of restricted shares by the holders of restricted shares are as follows:
Total number of restricted shares held in sequence name (shares) number of shares (shares) number of shares (shares) of current shareholders actually available for listing this time
1 Xinjiang Mingding equity investment management 5875137 1468784 1468784 partnership (limited partnership)
4、 Change structure of share capital before and after the listing and circulation of restricted shares
Before and after this change
Nature of shares
Quantity (share) proportion (%) (+, -) (share) quantity (share) proportion (%)
1、 Shares with limited sales conditions 180359110 30.819% – 1468784 178890326 30.568%
2、 Shares with unlimited sales conditions 404857312 69.181% + 1468784 406326096 69.432%
3、 Total shares 585216422 100.00% 0 585216422 100.00%
5、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
The number and listing and circulation time of the company’s application for lifting the restricted shares this time comply with the requirements of relevant laws, regulations and normative documents.
The shareholders of the company who applied for lifting the restricted shares this time strictly fulfilled their commitments made at the initial public offering. As of the date of issuance of this verification opinion, the company’s information disclosure on the listing and circulation of restricted shares is true, accurate and complete. The independent financial advisor has no objection to the listing and circulation of the company’s restricted shares. (no text below)
(there is no text on this page, which is the signature page of the verification opinions of the Federal Reserve Securities Co., Ltd. on the lifting of restrictions on the sale and listing of some issued shares before the initial public offering of Xilong Scientific Co.Ltd(002584) )
sponsor:
Lin Ruofei and Zhou Jieran
Federal Reserve Securities Co., Ltd
