Tianfeng Securities Co.Ltd(601162) about Gemac Engineering Machinery Co.Ltd(301048)
Verification opinions on lifting the ban on the listing and circulation of some restricted shares in the initial public offering
Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as ” Tianfeng Securities Co.Ltd(601162) ” or “sponsor”) as a sponsor of Gemac Engineering Machinery Co.Ltd(301048) (hereinafter referred to as ” Gemac Engineering Machinery Co.Ltd(301048) ” or “company”) for initial public offering of shares, listing on the gem of Shenzhen Stock Exchange and continuous supervision, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, we have verified the lifting of the ban on the listing and circulation of some restricted shares of Gemac Engineering Machinery Co.Ltd(301048) initial public development bank, and issued the following verification opinions:
1、 Overview of IPO offline placement shares
With the approval of China Securities Regulatory Commission on Approving the registration of Gemac Engineering Machinery Co.Ltd(301048) initial public offering (zjxk [2021] No. 2062), Gemac Engineering Machinery Co.Ltd(301048) issued 133333400 RMB common shares (A shares) to the public for the first time and was listed on the gem of Shenzhen Stock Exchange. After the initial public offering of shares, the total share capital of the company was changed from 400000000 shares to 533333400 shares.
As of the date of disclosure of this announcement, the Restricted Shares applied for listing and circulation this time are 5605773 shares of restricted shares allotted offline in the company’s initial public offering, accounting for 1.05% of the company’s total share capital. The restricted period is 6 months from the date of listing and trading of the company’s shares in Shenzhen Stock Exchange, and this part of restricted shares will expire on February 18, 2022, Listed and circulated on Monday, February 28, 2022.
2、 Changes in the number of share capital of the company since the formation of restricted shares in this listing
From the formation of restricted shares in the company’s initial public offering to the disclosure date of the announcement, the company has not changed the number of share capital due to share allotment, conversion of capital reserve to share capital, etc.
3、 Relevant commitments and performance of shareholders applying for lifting share restrictions
The restricted shares traded in this listing are the company’s initial public offering of offline placement restricted shares. According to the company’s announcement on initial public offering and listing on the gem, the offline issuance part adopts the method of proportional restriction, Offline investors shall promise that the sales restriction period of 10% (rounded up) of the number of shares allocated to them is 6 months from the date of the issuer’s initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange.
In addition to the above commitments, the shareholders of offline placement restricted shares applying for listing and circulation have no other special commitments.
As of the disclosure date of this announcement, the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments, and there is no situation that the failure to fulfill the relevant commitments affects the listing and circulation of the restricted shares.
The shareholders applying for lifting the restrictions on the sale of shares do not occupy the funds of the listed company for non operating purposes, and the company does not provide illegal guarantees for them.
4、 The listing and circulation arrangement of restricted shares is lifted this time
1. The restricted shares will expire on Friday, February 18, 2022, and will be listed and circulated on Monday, February 28, 2022;
2. The number of shares whose sales restrictions are lifted this time is 5605773, accounting for 1.05% of the total share capital of the company;
3. The total number of households applying for the lifting of restricted shares is 9147;
4. The details of the application for lifting the restricted shares are as follows:
Type of restricted shares number of restricted shares (shares) proportion in total share capital number of restricted shares lifted this time (shares)
IPO offline placement of restricted shares 5605773 1.05%
Note: among the shareholders who lifted the restricted shares this time, none of them served as directors, supervisors or senior managers of the company at the same time; No shareholder is a former director, supervisor or senior manager of the company and has resigned for less than half a year. There is no pledge or freezing of the restricted shares this time. 5、 Changes in share capital structure before and after the lifting of restrictions on sales
Before and after this change
Nature of shares proportion of shares increased proportion of shares decreased proportion of shares (shares) (%) (shares) (shares) (%)
1、 Restricted tradable shares 445605773 83.55 5605773 440000000 82.50
Including: restricted shares after initial public offering 45605773 8.55 5605773 40000000 7.50
Restricted shares before IPO 400000000 75.00 400000000 75.00
2、 Tradable shares without sale conditions 87727627 16.45 5605773 93333400 17.50
3、 Total share capital 533333400 100.00 5605773 5605773 533333400 100.00
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the number of Shares applied for the listing and circulation of restricted shares The sales restriction time shall meet the requirements of relevant provisions such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, as well as the contents of shareholders’ commitments; The shareholders of the company who lifted the restricted shares this time strictly fulfilled their relevant commitments made in the initial public offering of shares; The company’s information disclosure related to the restricted shares is true, accurate and complete. The recommendation institution has no objection to the listing and circulation of the company’s offline placement of restricted shares.
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(there is no text on this page, which is the signature page of Tianfeng Securities Co.Ltd(601162) verification opinions on lifting the ban on the listing and circulation of some restricted shares in Gemac Engineering Machinery Co.Ltd(301048) initial public offering)
Sponsor representative:
Cui Wei, Huo Yuying
Tianfeng Securities Co.Ltd(601162) mm / DD / yy
