Haitong Securities Company Limited(600837)
About Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Verification opinions on partial lifting of restrictions on non-public issuance of restricted shares
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " and "independent financial consultant") as an independent financial consultant of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as " Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) ", "company" and "listed company") in 2019, issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as "this transaction"), In accordance with the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, the company has carefully verified the lifting of restrictions on the sale and listing of some restricted shares in this transaction. The verification results are as follows:
1、 Basic information of the company's non-public offering of shares
Approved by the reply on approving Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) issuing shares and convertible corporate bonds to Anhui Huilong Investment Group Co., Ltd. to purchase assets and raise supporting funds (zjxk [2019] No. 2937) issued by the China Securities Regulatory Commission, the new number of shares issued by the company to purchase assets is 118353739, The newly added shares were listed on Shenzhen Stock Exchange on February 25, 2020. The lock-in period of the above shares is 24 months and 36 months from the date of completion of the issuance of such shares. The details are as follows:
Serial number name of share issuing object number of shares issued number of restricted shares lock up period (shares) (shares) (month)
1 Anhui Huilong Investment Group Co., Ltd. 58055360 58055360 36
2 Xie Fengxian 24548006 24
3 Xie fengmiao 11347155 24
4 Xie Fengxiang 6671345 24
5 Xie peiling 3912812 24
6 Xie Chunming 2172980 24
7 Yang Zhongjie 1898105 24
8 fan Xinjiang 1790111 24
9 xiaya 978203 24
10 Dai Chengji 342370 24
11 Xia Zhongming 293461 293461 24
12 Tang Dongsheng 502796 502796 24
13 Zhang Qizhong 499274 24
14 Dailin 479906 24
15 Yang Dengfeng 436669 436669 24
16 Wu Hongxing 329263 329263 24
17 Zhu jiacang 322807 24
18 Shao rongling 254332 24
19 Zhang Yuxiang 206596 24
20 ogas 205422 205422 24
21 Li Jianghua 193684 24
22 Zhang Dehai 193684 24
23 Ji wenshun 193684 24
24 Fang Kai 176076 24
25 lanjinzhu 176076 24
26 Wang Xudong 146730 24
27 Hao Zongxian 129122 24
28 sun Qiyong 121297 24
29 suwu 97820 97820 24
30 Yang Xiaopeng 97820 97820 24
31 Chen Baoyi 97820 97820 24
32 Liu Xinyu 97820 24
33 Wuxiang station 97820 24
34 Yang pin 97820 97820 24
35 Lu Peitian 97820 97820 24
36 Zhou Shuhui 48910 24
37 Lu xuerui 48518 24
38 Cui Haiyu 39128 24
39th battalion Feiyue 29346 29346 24
40 Liu Kang 25824 24
41 he linqiao 19564 24
42 Dai Chengji 489102 36
43 Xia Zhongming 391281 36
Total 118353739-
2、 Implementation of commitments by shareholders applying for lifting the restrictions on the sale of shares this time
(I) commitments
1. The counterparty Xie Fengxian, Xie fengmiao, Xie Fengxiang and other 40 natural persons promised:
The shares of the listed company acquired by me through this transaction will not be transferred in any way within 24 months from the date of the end of this issuance, including but not limited to public transfer through the securities market or by agreement, nor will I entrust others to manage the above shares; These shares can be unlocked in the following ways after 24 months from the date of issuance:
(1) The first unlocking: after 24 months have passed since the end of the issuance of the shares of the listed company obtained in this issuance, and the accounting firm with securities and futures business qualification employed by the listed company has audited the actual net profit of the target company in the second year of the performance commitment period and issued the special audit report, The remaining unlocked part (if any) of 50% of the shares of the listed company obtained by me in this offering after deducting the number of shares to be compensated in the first and second years of the performance commitment period agreed in the profit compensation agreement can be unlocked.
(2) Second unlocking: if the accounting firm with securities and futures business qualification employed by the listed company has audited the actual net profit of the target company in the third year of the performance commitment period and issued the special audit report, 50% of the shares of the listed company I obtained in this issuance will be deducted from the first year of the performance commitment period agreed in the profit compensation agreement The remaining unlocked part (if any) after the cumulative number of shares to be compensated in the second and third years can be unlocked.
(3) In the above deduction process, if the actual number of shares that can be unlocked after deduction in the current year is less than or equal to 0, the actual number of shares that can be unlocked in the current year is 0, and the absolute value of the difference shall be deducted from the number of shares that can be unlocked in the next year. If the number of shares that can be unlocked in the next year is still insufficient to deduct the difference, the deduction shall continue in the next year. 2. Dai Chengji and Xia Zhongming also promise that if I have been continuously interested in the assets used to subscribe for shares for less than 12 months when I obtain the shares issued this time, such shares will not be transferred in any way within 36 months from the date of the end of this issuance, including but not limited to public transfer through the securities market or by agreement, Nor does it entrust others to manage such shares.
3. During the lock-in period of the above shares, the lock-in period of the shares increased due to the reasons of the listed company's share offering and conversion of share capital shall be the same as the above shares.
4. If the aforesaid lock-in period arrangement for the shares of the listed company obtained in this transaction is inconsistent with the current effective laws and regulations and the latest regulatory opinions of the securities regulatory authority, it is agreed to make corresponding adjustments in accordance with the current effective laws and regulations and the regulatory opinions of the securities regulatory authority.
(II) performance of commitments
The performance of the target company during the performance commitment period is shown in the table below:
Performance commitment period annual promised performance actually completed performance whether the performance commitment has been completed (10000 yuan) (10000 yuan)
In the first year, 8000 13007.70 will be completed in 2019
The second year 2020 8210 19122.89
