Citic Securities Company Limited(600030)
About Allied Machinery Co.Ltd(605060)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “recommendation institution”) as a recommendation institution of Allied Machinery Co.Ltd(605060) (hereinafter referred to as ” Allied Machinery Co.Ltd(605060) ” and “company”) for initial public offering of shares and listing on the main board of Shanghai Stock Exchange, in accordance with the securities law of the people’s Republic of China and the measures for the administration of securities issuance and listing recommendation business The Listing Rules of Shanghai Stock Exchange (revised in December 2020) and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and other laws, administrative regulations, departmental rules and business rules have carefully verified the listing and circulation of some restricted shares in the initial public offering of Allied Machinery Co.Ltd(605060) and issued the following verification opinions:
1、 Types of restricted shares listed this time
According to the reply of China Securities Regulatory Commission on approving Allied Machinery Co.Ltd(605060) initial public offering of shares (zjxk [2020] No. 3550), and with the consent of Shanghai Stock Exchange, Allied Machinery Co.Ltd(605060) issued 60 million RMB common shares (A shares) to the public for the first time, and was listed on Shanghai Stock exchange on March 1, 2021. After the initial public offering of a shares, the total share capital of the company is 24 million shares, including 60 million tradable shares of A-Shares with unlimited sales conditions and 180 million tradable shares of A-Shares with limited sales conditions.
The restricted shares listed and circulated this time are the restricted shares of the company’s initial public offering held by Ningbo fanhong investment partnership (limited partnership) (hereinafter referred to as “Ningbo fanhong”). The lock-in period is 12 months from the date of listing of the company’s shares, and the current lock-in period is about to expire. The number of shares that have been lifted and applied for listing and circulation this time is 21.6 million, accounting for 9.00% of the total share capital of the company, and will be listed and circulated from March 1, 2022.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
The total share capital of the company before the initial public offering was 180 million shares. On March 1, 2021, after the company completed the initial public offering of a shares, the total share capital of the company was 24 million shares, including 60 million tradable shares of A-Shares with unlimited sales conditions and 180 million tradable shares of A-Shares with limited sales conditions.
After the sale restrictions are lifted this time, the capital structure of the company is: the total capital stock of the company is 24 million shares, including 81.6 million tradable shares of A-Shares with unlimited sale conditions and 158.4 million tradable shares of A-Shares with limited sale conditions.
As of the date of issuance of this verification opinion, except for the above circumstances, the company has not changed the number of share capital due to profit distribution, conversion of reserve fund to share capital, etc.
3、 Relevant commitments on the listing and circulation of restricted shares
According to the company’s prospectus for initial public offering of A-Shares and the announcement on the listing of initial public offering of a shares, Ningbo fanhong, who applied to lift the restrictions on the sale of shares, made the following commitments on its share locking:
(I) commitment on share locking
(1) The company shall not transfer or entrust others to manage the company’s shares held by the enterprise, nor shall the company repurchase the shares held by the enterprise within 12 months from the date of listing of the company’s shares first issued to the public.
(2) After the expiration of the lock-in period (including the extended lock-in period), with regard to the reduction of the company’s old shares directly or indirectly held by the enterprise before the company’s current offering (excluding the shares of the company newly purchased by the enterprise from the public market after the company’s current offering), the enterprise undertakes as follows: within 2 years after the expiration of the lock-in period (including the extended lock-in period), The total number of transferred shares of the company shall not exceed 100% of the number of shares held by the company, and the reduction price shall not be lower than the initial public offering price of the company (if the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, allotment of shares, the lower limit of the reduction base price and the number of shares will be adjusted accordingly).
(3) After the expiration of the lock-in period (including the extended lock-in period) of the company’s shares held by the enterprise, when the enterprise reduces the company’s shares held by the enterprise, it shall notify the company in writing of the intention of reduction and the number of shares to be reduced in advance, and the company shall make a timely announcement. The enterprise can reduce the company’s shares only after 3 trading days from the date of the company’s announcement. (4) If the enterprise violates the above commitments or the mandatory provisions of the law to reduce the shares of the company, the enterprise promises that the income from illegal reduction of shares of the company (hereinafter referred to as “illegal reduction income”) will be owned by the company. If the enterprise fails to turn over the illegal reduction income to the company, the company has the right to return the amount of cash dividends payable to the enterprise equal to the illegal reduction income to the company.
(II) performance of commitments
As of the date of issuance of this verification opinion, the above shareholders have strictly fulfilled their commitments, and there is no situation that their failure to fulfill relevant commitments affects the listing and circulation of restricted shares.
4、 Listing and circulation of restricted shares
The number of restricted shares listed and circulated this time is 21.6 million, and the listing and circulation date of restricted shares this time is March 1, 2022. The details of the initial restricted shares listed and circulating shares are as follows:
Unit: shares
No. name of shareholder number of shares held with limited sales proportion of shares held with limited sales to the total share capital of the company’s remaining number of shares held with limited sales
1 Ningbo fanhong 21600000 9.00% 21600000-
Total 21600000 9.00%-
5、 Statement of changes in share capital structure
Unit: changes in share capital before the listing and after the listing
1. Shares held by other domestic legal persons: 113839200 – 21600000 92239200
Conditions for limited sale 2. Circulating shares of 66160800 – 66160800 held by overseas legal persons
Total outstanding shares with limited sales conditions: 180000000 – 21600000 158400000
Unlimited sale conditions A-Shares 60000000 21600000 81600000
The total number of outstanding shares with unlimited sales conditions is 60000000, 21600000 and 81600000
Total 240000000 – 240000000
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Allied Machinery Co.Ltd(605060) the listing and circulation of restricted shares meets the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents; The shareholders of the restricted shares have strictly fulfilled the relevant commitments or arrangements; The number of restricted shares lifted and the listing and circulation time are in line with relevant laws, administrative regulations, departmental rules, relevant rules and shareholders’ commitments or arrangements; As of the date of issuance of this verification opinion, Allied Machinery Co.Ltd(605060) the information disclosure related to the restricted shares is true, accurate and complete.
The recommendation institution has no objection to Allied Machinery Co.Ltd(605060) the lifting of the ban on the listing and circulation of restricted shares.
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