Huatai United Securities Co., Ltd
About Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Verification opinions on the listing and circulation of some issued shares before initial public offering
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai united" and "sponsor") is the sponsor of the initial public offering of shares of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as " Avary Holding (Shenzhen) Co.Limited(002938) " company "), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 13 - recommendation business, We have verified the listing and circulation of Avary Holding (Shenzhen) Co.Limited(002938) this part of the issued shares prior to the initial public offering, and the verification opinions are as follows:
1、 Overview of shares issued before IPO
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. made its initial public offering and listing on Shenzhen Stock Exchange on September 18, 2018. The company issued 2080287734 shares before the initial public offering, 231143082 shares after the initial public offering, and the total number of shares after the initial public offering was 2311430816 shares. The company held the 2020 annual general meeting of shareholders on May 12, 2021, deliberated and approved the proposal on the 2021 restricted stock incentive plan (Draft) and its summary of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd Proposal on the management measures for the implementation and assessment of the restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. in 2021 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On July 9, 2021, the restricted shares of the company's 2021 restricted stock incentive plan were listed in Shenzhen Stock Exchange, and 10.045 million restricted shares were granted to 286 incentive objects. Before the implementation of the above matters, the total share capital of the company was 2311430816 shares. After the implementation of the above matters, the total share capital of the company increased to 2321475816 shares.
As of the disclosure date of this verification opinion, the total number of shares of the company is 2321475816, of which 121093229 shares have not been lifted, accounting for 5.2162% of the total share capital of the company (including 111048229 shares of restricted shares before the initial offering, accounting for 4.7835% of the total share capital of the company).
2、 Implementation of commitments by shareholders applying for lifting share restrictions
1. The shareholders applying for lifting the share restriction include Dele Investment Co., Ltd. (hereinafter referred to as "Dele investment"), Yuefeng Co., Ltd. (hereinafter referred to as "Yuefeng company"), Shenzhen Yifu investment partnership (Limited referred to as "xinqun investment"), Shenzhen Changyi investment partnership (limited partnership) (hereinafter referred to as "Changyi investment") Shenzhen Hengxiang investment partnership (limited partnership) (hereinafter referred to as "Hengxiang investment"), Shenzhen Debang investment partnership (limited partnership) (hereinafter referred to as "Debang investment"), Shenzhen Zhenqi investment partnership (limited partnership) (hereinafter referred to as "Zhenqi investment").
The commitments made by the above shareholders are as follows:
(1) Restrictions on the circulation of shares held by shareholders before the initial public offering and the commitment to voluntarily lock up shares
The shareholders of the company, Dele investment, Yuefeng company, Yifu investment, xinqun investment, Changyi investment, Hengxiang investment, Debang investment and Zhenqi investment promise: within 12 months from the date of listing of the company's shares, the company will not transfer or entrust others to manage the shares issued before the initial public offering of the company held by the company, nor will the company repurchase such shares. If the enterprise holds the shares of the company through capital increase within 12 months before the date of formal publication of the prospectus after the initial public offering of the company is approved by the CSRC, within 36 months from the date of completing the industrial and commercial change registration of the company, The enterprise will not transfer or entrust others to manage the shares issued before the initial public offering of the company held by the enterprise through the above methods, nor will the company repurchase this part of the shares.
(2) Commitment on extension of share restriction:
On September 2, 2019, the shareholders of the company, Dele investment, Yuefeng company, Yifu investment, xinqun investment, Changyi investment, Hengxiang investment, Debang investment and Zhenqi investment, made further commitments on the locking of the shares held before the initial public offering of the company as follows: the lifting date of the restrictions on the sale of the shares held before the initial public offering was extended from September 18, 2019 to February 27, 2020. During this Sales restriction period, the company will not transfer or entrust others to manage the pre IPO shares held by the enterprise, nor will the company repurchase such shares. From February 28, 2020, the company's shares transferred every 12 months will not exceed 20% of the pre IPO shares held by the enterprise until all the pre IPO shares are unlocked.
2. Up to now, the above shareholders have strictly fulfilled the above commitments.
3. Up to now, the shareholders applying for lifting the restrictions on sales do not occupy the non operating funds of the company, nor does the company provide illegal guarantees to the shareholders applying for lifting the restrictions on sales.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares this time: March 1, 2022;
2. The number of restricted shares lifted this time: 37016077 shares, and the proportion of restricted shares lifted this time in the total share capital of the company: 1.5945%;
3. The shareholders applying for lifting the restrictions on the sale of shares include 8 shareholders, including Dele investment, Yuefeng company, Yifu investment, xinqun investment, Changyi investment, Hengxiang investment, Debang investment and Zhenqi investment, all of which are shareholders of the company's employee stock ownership platform;
4. The nature of the shares to be released this time is the shares issued before the company's initial public offering;
5. Details of the lifting of restrictions on the sale and listing of shares are as follows:
No. name of shareholder total number of restricted shares held remarks on the number of restricted shares lifted this time
(shares) (shares)
1 Dele investment 4537188115123961 note 1
2 Yuefeng company 243295178109839 note 2
3. Yifu investment 102509023416967
4. Xinqun investment 9299980309994
5 Changyi investment 69640932321364
6 Hengxiang investment 50677031689235 note 3
7 Debang investment 49398051646601
8 Zhenqi investment 48243481608116
Total 11104822937016077
Note 1: Mr. Li Wenzhong, deputy general manager of the company, indirectly holds 1578941 shares of the company through Dele investment, including 542494 shares lifted this time.
Mr. Zhong kaihong indirectly holds 175931 shares of jieben company through the deputy general manager of jieben company.
Note 2: Mr. Shen Qingfang, chairman and CEO of the company, indirectly holds 13792243 shares of the company through Yuefeng company, of which 4597414 shares are lifted this time.
Mr. Chen zhangyao, the general manager of the company, indirectly holds 2298707 shares of the company through Yuefeng company, of which 766235 shares are lifted this time.
Mr. Xiao Dewang, deputy general manager and chief financial officer of the company, indirectly holds 2537773 shares of the company through Yuefeng company, including 845924 shares lifted this time.
Mr. Lin Yihong, deputy general manager of the company, indirectly holds 2032057 shares of the company through Yuefeng company, including 677352 shares lifted this time.
Mr. Fan Zhenkun, deputy general manager of the company, indirectly holds 1829771 shares of the company through Yuefeng company, including 609923 shares lifted this time.
Note 3: Ms. Miao Chunna, the employee representative supervisor of the company, indirectly holds 241418 shares of the company through Hengxiang investment, of which 80472 shares are lifted this time.
6. Shen Qingfang, Chen zhangyao, Lin Yihong, fan Zhenkun and Xiao Dewang, senior executives above the company, promise not to transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by themselves within 12 months from the date of listing of the company's shares, nor will the company repurchase such shares. If I hold the company's shares by way of capital increase within 12 months before the date of formal publication of the prospectus after the company's initial public offering is approved by the CSRC, within 36 months from the date of completion of the company's industrial and commercial change registration of the above capital increase, I will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by me through the above methods, nor will the company repurchase this part of the shares. During my term as a director and senior manager of the company, I will timely report my shares and their changes in accordance with the relevant regulations of Shenzhen Stock Exchange. The company shares I transfer every year shall not exceed 25% of the total shares of the company I directly or indirectly hold. Do not transfer the shares of the company directly or indirectly held by me within half a year after resignation; Within 12 months after the declaration of leaving office for six months, the number of shares of the company sold through the stock exchange shall account for no more than 50% of the total shares of the company held by me. If the company's shares held by me are reduced within two years after the expiration of the above lock-in period, the reduction price shall not be lower than the issue price. Within six months after the listing of the company, if the closing price of the company's shares is lower than the issue price for 20 consecutive trading days, or the closing price at the end of six months after the listing is lower than the issue price, the lock up period of the company's shares held by me shall be automatically extended for six months on the basis of the above lock up period. In case of ex right and ex interest matters such as dividend, dividend, share distribution and conversion of capital reserve into share capital, the above issuance price shall be adjusted accordingly. I will not be exempted from the obligation to fulfill this commitment due to job change or resignation. Miao Chunna, the supervisor of the company, promises not to transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by herself, nor to repurchase such shares by the company within 12 months from the date of listing of the company's shares. If I hold the company's shares by way of capital increase within 12 months before the date of formal publication of the prospectus after the company's initial public offering is approved by the CSRC, within 36 months from the date of completion of the company's industrial and commercial change registration of the above capital increase, I will not transfer or entrust others to manage the shares issued before the initial public offering of the company directly or indirectly held by me through the above methods, nor will the company repurchase this part of the shares. During my term as the supervisor of the company, I will timely report my shares and their changes in accordance with the relevant regulations of Shenzhen Stock Exchange. The shares of the company I transfer each year shall not exceed 25% of the total shares of the company I directly or indirectly hold. Do not transfer the shares of the company directly or indirectly held by me within half a year after resignation; Within 12 months after the declaration of leaving office for six months, the number of shares of the company sold through the stock exchange shall account for no more than 50% of the total shares of the company held by me.
7. The changes of share capital structure before and after the lifting of restrictions on sales are as follows:
Before and after this change
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Sales restrictions 1210932295.2162% - 37016077840771523.6217% shares
Unlimited sales terms 2200382587947838% 370160772237398664963783% shares
Total number of shares 23214758161000000%
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the number of shares subject to restrictions on sale and the listing and circulation time of Avary Holding (Shenzhen) Co.Limited(002938) this restricted share meet the requirements of relevant laws and regulations; The holders of the restricted shares have strictly fulfilled the commitments made during the initial public offering; The information disclosure of the release of restricted shares for circulation and listing is true, accurate and complete. The recommendation institution has no objection to Avary Holding (Shenzhen) Co.Limited(002938) this application for listing and circulation of restricted shares.
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(there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on the listing and circulation of some issued shares before the initial public offering of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd.)
Sponsor representative:
Zhang Xiaoning wavelet
Huatai United Securities Co., Ltd
