Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915)
Verification opinions on lifting the ban on the listing and circulation of non-public offering of restricted shares Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation" and "recommendation institution") as a recommendation institution for non-public development of A-share shares in 2020, in accordance with the measures for the administration of securities issuance and listing recommendation business In accordance with the provisions of relevant laws, regulations and normative documents, such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the matters related to the lifting of the ban on the listing and circulation of Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) restricted shares have been carefully and prudently verified. The specific verification is as follows:
1、 Basic information of the lifting of restricted shares and changes in share capital after listing
(I) types of restricted shares lifted this time
The listing type of restricted shares of the company this time is non-public offering of restricted shares.
(II) approval and issuance of this non-public offering
On April 16, 2021, the company received the reply on approving Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) non-public development of shares (zjxk [2021] No. 1172) issued by China Securities Regulatory Commission on April 8, 2021, approving the company's non-public offering of no more than 61206136 new shares.
According to the reply on approving Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) non-public development shares (zjxk [2021] No. 1172) issued by the China Securities Regulatory Commission, the company issued 25914956 RMB ordinary shares to specific investors by means of non-public offering, with an issue price of 17.05 yuan per share. (III) registration and listing of non-public offering shares
On August 12, 2021, the company completed the registration, custody and sales restriction procedures with Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. On August 26, 2021, 25914956 new shares in this non-public offering were listed on Shenzhen Stock Exchange.
The subscription objects and locking arrangements of the company's non-public offering of shares are as follows:
Serial No. number of shares allocated to subscribers (shares) lock up period (month)
1 China Galaxy Securities Co.Ltd(601881) 2,932,551.00 6
2 Zhejiang Huihong Investment Management Co., Ltd. - Huihong maverick strategy 1173020.00 6
Private equity investment fund
3 Chen Xiaodong 2052785.00 6
4 Xingzheng Global Fund Management Co., Ltd. 762463.00 6
5 Zhang Mingjie 762463.00 6
6 he Shuyuan 2932551.00 6
7 Xu Maosong 762463.00 6
8 Zhang Wei 2346041.00 6
China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. - securities industry support
9 China Merchants Securities Co.Ltd(600999) Asset Management No. 3 single asset of private enterprise development series 1466275.00 6
management plan
10 Shi Pingping 762463.00 6
11 guanjianhua 879765.00 6
12 Zhang Yaping 1524926.00 6
13 Shanghai Yingshui Investment Management Co., Ltd. - Yingshui Taishun No. 1 private 762463.00 6
Raised securities investment fund
14 Hunan light salt Venture Capital Management Co., Ltd. - light salt Zhixuan 4 1935483.00 6
Private equity investment fund
15 Guotai Junan Securities Co.Ltd(601211) 1,114,369.00 6
16 CAITONG Fund Management Co., Ltd. 2463343.00 6
17 Guo Jingjie 1173020.00 6
18 Li Xin 108512.00 6
Total 25914956.00-
The lock up period of the above shares is six months from the date of completion of the registration of the company's shares. The current lock up period is about to expire and will be listed and circulated from February 28, 2022.
(V) changes in the company's share capital since the formation of the restricted shares
On August 26, 2021, after the completion of this non-public offering, the total share capital of the company increased from 207840455 shares to 233755411 shares.
As of the date of issuance of this verification opinion, the total share capital of the company is 233755411 shares.
2、 Description of the implementation of the commitments and other matters of the shareholders applying for lifting the restrictions on sales this time
(I) performance of commitments made by shareholders applying for lifting the restrictions on the sale of shares this time
The newly added shares of the company in this non-public offering shall be issued within 6 months from the date of completing the share registration procedures
Non transferable.
As of the issuance date of this verification opinion, the shareholders who lifted the restrictions on the sale of shares had strictly fulfilled the above commitments and did not
Failure to fulfill relevant commitments affects the listing and circulation of restricted shares.
(II) whether there is non operational occupation of funds by the shareholders applying for the lifting of sales restrictions
As of the date of issuance of this verification opinion, none of the shareholders applying for lifting the restrictions on the sale of shares had any non-financial impact on the company
The company does not provide any guarantee for the occupation of operating funds.
3、 The listing and circulation arrangement of restricted shares
(I) the listing and circulation time of the restricted shares is Monday, February 28, 2022.
(II) the number of shares to be released this time is 25914956, accounting for 11.0864% of the total share capital of the company.
(III) number of shareholders applying for lifting the restrictions on the sale of shares: 18.
(IV) the details of the lifting of restrictions on the sale of shares are as follows:
Sequence number of shares whose restrictions can be lifted this time the number of shares (shares) (shares) held by the name of shareholders whose restrictions on sales can be lifted this time in proportion to the total number of shares of the company (%)
1 China Galaxy Securities Co.Ltd(601881) Securities Co., Ltd. 2932551.00 2932551.00 1.2545%
company
Zhejiang Huihong Investment Management Co., Ltd
2 company - Huihong Mavericks strategy private 1173020.00 1173020.00 0.5018%
Raised securities investment fund
3 Chen Xiaodong 2052785.00 2052785.00 0.8782%
4 Xingzheng Global Fund Management Co., Ltd. 762463.00 762463.00 0.3262%
company
5 Zhang Mingjie 762463.00 0.3262%
6 he Shuyuan 2932551.00 2932551.00 1.2545%
7 Xu Maosong 762463.00 0.3262%
8 Zhang Wei 2346041.00 2346041.00 1.0036%
China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd
Company - securities industry support
9 enterprise development series China Merchants Securities Co.Ltd(600999) 1466275.00 1466275.00 0.6273% Asset Management No. 3 single asset management
plan
10 Shi Pingping 762463.00 0.3262%
11. Guanjianhua 879765.00 0.3764%
12 Zhang Yaping 1524926.00 0.6524%
Shanghai Yingshui Investment Management Co., Ltd
13 company - Yingshui Taishun No.1 private placement 762463.00 762463.00 0.3262% securities investment fund
Hunan light salt venture capital management
14 Co., Ltd. - light salt Zhixuan No. 4 1935483.00 1935483.00 0.8280% private securities investment fund
15 Guotai Junan Securities Co.Ltd(601211) Securities Co., Ltd. 1114369.00 1114369.00 0.4767% company
16 CAITONG Fund Management Co., Ltd. 2463343.00 2463343.00 1.0538%
17 Guo Jingjie 1173020.00 0.5018%
18 Li Xin 108512.00 108512.00 0.0464%
Total 25914956.00 11.0864%
4、 Verification opinions of the recommendation institution
After verification, the Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor company issued the following verification opinions on the lifting of the ban on the listing and circulation of restricted shares in the company's non-public offering:
1. The listing and circulation of restricted shares complies with the measures for the administration of securities issuance and listing recommendation business and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation industry
