Securities code: 300560 securities abbreviation: Zhong Fu Tong Group Co.Ltd(300560) Announcement No.: 2022-020 Zhong Fu Tong Group Co.Ltd(300560)
Suggestive announcement on the listing and circulation of non-public offering shares and restricted shares
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The shares released this time are the non-public offering shares of Zhong Fu Tong Group Co.Ltd(300560) (hereinafter referred to as ” Zhong Fu Tong Group Co.Ltd(300560) ” or “the company”) listed on the gem of Shenzhen Stock Exchange on August 26, 2020. The number of shares is 36945812, accounting for 16.33% of the current total share capital of the company. The lock-in period promised at the time of issuance is 18 months. A total of one shareholder applied for lifting the restrictions on the sale of restricted shares this time. Among the number of shares lifted this time, the actual number of shares that can be listed and circulated is 36945812, accounting for 16.33% of the current total share capital of the company; 2. The listing and circulation date of the restricted shares is Monday, February 28, 2022;
3. After the restrictions are lifted this time, the relevant shareholders will strictly abide by the requirements of relevant laws and regulations such as the securities law, some provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange.
1、 Basic information of the lifting of restricted shares this time
With the approval of zjxk [2019] No. 1554 document of China Securities Regulatory Commission, the company privately issued no more than 37864800 new shares. According to the issuance results, the company determined to issue 36945812 RMB ordinary shares (A shares) to Fujian Rongjia Technology Co., Ltd. (hereinafter referred to as “Rongjia technology”) at the issuance price of 12.18 yuan per share.
On August 10, 2020, Zhitong Certified Public Accountants (special general partnership) issued the Zhong Fu Tong Group Co.Ltd(300560) capital verification report (Zhitong Yanzi (2020) No. 351za00166). The total amount of funds raised was 44999990.16 yuan. After deducting the issuance expenses (excluding tax) of 5556603.77 yuan, the net amount of funds raised was 444443386.39 yuan.
The non-public offering was listed on the gem of Shenzhen Stock Exchange on August 26, 2020. The new shares are tradable shares with limited sale conditions, and the lock-in period is 18 months. After the issuance, the total share capital of the company increased from 189324000 shares to 226269812 shares.
As of the date of this announcement, the total share capital of the company is 226269812 shares, including 939599100 shares with limited sales conditions, accounting for 41.53% of the total share capital of the company; The shares with no sale conditions were 132309897 shares, accounting for 58.47% of the total share capital of the company.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
The shares applied for lifting the restrictions on the sale of shares were generated by the company through non-public offering in August 2020, Rongjia technology promised at that time: “the subscribed shares shall not be transferred for 18 months from the date of the end of this offering. From the date of the end of this non-public offering to the date of the lifting of the ban, the increased shares of the issuer due to bonus shares, conversion of share capital and other reasons shall also abide by the above contractual arrangements.”
As of the date of this announcement, in addition to the above commitments, the shareholders applying for lifting the restrictions on the sale of shares have no subsequent additional commitments.
As of the date of this announcement, the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments.
As of the date of this announcement, the shareholders applying for lifting the restrictions on the sale of shares did not occupy the listed funds for non-profit, and the company did not provide illegal guarantees for the above shareholders and other acts that damaged the interests of the listed company. As of the date of this announcement, the shares applying for lifting the restrictions on sale have not been restricted from transfer due to laws and regulations or the business rules of the exchange.
3、 The listing and circulation arrangement of restricted shares is lifted this time
(I) the listing and circulation date of the shares to be deregulated this time is: Monday, February 28, 2022. (II) the shares released this time are non-public offering shares in 2020, with 36945812 shares, accounting for 16.33% of the total share capital of the company; The actual number of shares that can be listed and circulated this time is 36945812, accounting for 16.33% of the total share capital of the company.
(III) there is a total of one shareholder applying for lifting the share restriction.
(IV) details of the lifting of restrictions on the sale and listing of shares:
Unit: shares
The full name of the ordering shareholder holds the restricted sale article. The actual number of shares that can be marked on this application for the release of the pledged share capital is the total number of shares, excluding the restricted sale quantity and the circulating quantity in the market
1 Fujian Rongjia Technology Co., Ltd
Note 1: Rongjia technology pledges 2725000 shares of the company’s restricted shares, which can be listed and circulated after the pledge freeze is lifted.
4、 Change structure of share capital before and after the lifting of restricted shares listing and circulation
Unit: shares
Before and after this change
category
Quantity proportion increase decrease quantity proportion
1、 Restricted sales conditions: 93959915 41.53% – 36945812 57014103 25.20% general shares / non tradable shares
Executive lock-in shares 57014103 25.20% – 57014103 25.20%
Post IPO restricted shares 36945812 16.33% – 36945812 0
2、 Non sale conditions 132309897 58.47% 36945812 – 169255709 74.80% tradable shares
3、 Total shares 226269812 100.00% – 226269812 100.00%
5、 Description of other matters
The board of directors of the company will supervise the relevant shareholders to strictly abide by their commitments when selling shares, and hold opinions in periodic reports
Continue to disclose the performance of shareholders’ commitment to share restriction.
6、 Verification opinions of the recommendation institution
After careful verification, the recommendation institution issued the following concluding opinions on the lifting of the ban and listing and circulation of restricted shares:
1. The lifting of the restrictions on the listing and circulation of restricted shares complies with relevant laws and regulations and relevant regulations of Shenzhen Stock Exchange
regulations.
2. The number of restricted shares lifted and the listing and circulation time comply with relevant laws and regulations and the commitment of restricted shares.
3. The information disclosure of the circulation and listing of restricted shares is true, accurate and complete.
To sum up, the recommendation institution has no objection to the lifting of the restrictions on the listing and circulation of the company’s non-public offering of shares.
7、 Documents for future reference
1. Application for listing and circulation of restricted shares;
2. List of share structure and list of restricted shares;
3. Verification opinions of the recommendation institution;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Zhong Fu Tong Group Co.Ltd(300560) board of directors
February 25, 2022
