Minmetals Securities Co., Ltd
About Zhong Fu Tong Group Co.Ltd(300560)
Verification of the lifting of restrictions on the sale and listing of non-public offering shares
opinion
Minmetals Securities Co., Ltd. (hereinafter referred to as “Minmetals securities” or “sponsor”) serves as the continuous supervision organization for the non-public offering of shares of Zhong Fu Tong Group Co.Ltd(300560) (hereinafter referred to as “company” or ” Zhong Fu Tong Group Co.Ltd(300560) “), In accordance with the requirements of relevant laws and regulations and normative documents such as the administrative measures for securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, we have verified the lifting of the restricted listing and circulation of Zhong Fu Tong Group Co.Ltd(300560) non-public offering shares, and expressed the following opinions:
1、 The lifting of restricted shares and share capital
(I) listing of non-public shares of the company
Approved by the reply on approving Zhong Fu Tong Group Co.Ltd(300560) non-public development of shares (zjxk [2019] No. 1554) of China Securities Regulatory Commission, it is agreed that the company will issue no more than 37864800 new shares in a non-public manner, with a par value of RMB 1.00 per share, an issue price of RMB 12.18 per share, and a total raised capital of RMB 44999990.16, After deducting the issuance expenses excluding tax of RMB 5556603.77, the net amount of raised funds is RMB 444443386.39.
The above raised funds were in place on August 10, 2020. Zhitong Certified Public Accountants (special general partnership) verified the arrival of the raised funds in the company’s account and issued the Zhong Fu Tong Group Co.Ltd(300560) capital verification report (ztyz (2020) No. 351za00166).
The number of shares in this non-public offering is 36945812, the listing time of the new shares is August 26, 2020, and the limited sale period of shares is 18 months from the date of completion of the listing and issuance of the new shares.
(II) changes in share capital after the company’s non-public offering of shares is listed
After the completion of the non-public offering of the company’s shares, 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 93959915.00 shares with limited sales conditions, accounting for 41.53% of the total share capital of the company; Shares with unlimited sales conditions are
132309897.00 shares, accounting for 58.47% of the total share capital of the company.
2、 Implementation of commitments by shareholders applying for lifting share restrictions this time
The shareholder applying for lifting the share restriction is Fujian Rongjia Technology Co., Ltd.
Fujian Rongjia Technology Co., Ltd., as the issuing object of the company’s non-public offering of shares, is interested in this subscription
The shares made a commitment: “the subscribed shares shall not be transferred for 18 months from the date of the end of this issuance
From the date of closing the non-public offering to the date of lifting the ban on shares, increase holdings due to bonus shares, conversion to share capital and other reasons
The issuer’s shares shall also abide by the above agreed arrangements. “
As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments
No breach of commitment occurred. There is no non operating occupation by the shareholders applying for lifting the restrictions on the sale of shares this time
The company does not provide guarantee for its funds in violation of laws and regulations.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The number of restricted shares lifted this time is 36945812, accounting for 16.33% of the total share capital.
2. The listing and circulation date of the restricted shares: February 28, 2022.
3. The number of shareholders applying for lifting the restrictions on the sale of shares is 1, corresponding to 2 securities accounts in total.
4. The details of the lifting of restricted shares are as follows:
Unit: shares
Note: full name of shareholders, name of securities account, number of shares allocated this time, the limit of pledged share capital is lifted, and the actual number of shares available for sale in the market is the number of shares in circulation in the market
1 Fujian rongjiake Fujian Rongjia Technology Co., Ltd
Total 36945812 36945812 2725000 36945812
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、 The share capital structure of after-sales restrictions is lifted this time
Unit: shares
Before and after this change
category
Quantity proportion increase decrease quantity proportion
1、 Restricted conditions
Tradable shares / non tradable 93959915.00 41.53% 0 36945812.00 57014103.00 25.20% shares
Executive lock up shares 57014103.00 25.20% 0 57014103.00 25.20%
Restricted shares after IPO 36945812.00 16.33% 0 36945812.00 0.00%
2、 Unlimited sales note 132309897.00 58.47% 36945812.00 0 169255709.00 74.80% circulating shares
3、 Total shares 226269812.00 100.00% 0 0 226269812.00 100.00%
5、 Verification opinions of the recommendation institution
After careful verification, Minmetals securities issued the following concluding opinions on the lifting of the restrictions on the sale and listing of restricted shares: 1. The lifting of the restrictions on the sale and listing of restricted shares complies with relevant laws and regulations and the relevant provisions of Shenzhen Stock Exchange.
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.
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