About Huatai United Securities Co., Ltd
Kingland Technology Co.Ltd(000711) verification opinions on the lifting of restrictions on the issuance of some additional restricted shares
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” or “independent financial consultant”) as Kingland Technology Co.Ltd(000711) (hereinafter referred to as ” Kingland Technology Co.Ltd(000711) ,” listed company “or” company “) issued shares to purchase 567152% equity of Zhongke Dingshi Environmental Engineering Co., Ltd. (hereinafter referred to as” Zhongke Dingshi “) (hereinafter referred to as” this transaction “) In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, The matters of Kingland Technology Co.Ltd(000711) partial issuance of restricted shares and lifting of restricted sales have been verified. The details of verification are as follows:
1、 Acquisition of shares from the issuance of additional restricted shares and the lifting of restricted sales
On January 15, 2019, Kingland Technology Co.Ltd(000711) received the reply on approving Kingland Technology Co.Ltd(000711) to issue shares to Yin Xiaodong and others to purchase assets and raise supporting funds (zjxk [2019] No. 32) from China Securities Regulatory Commission, and approved the company to issue 113842569 shares to Yin Xiaodong and 33170185 shares to other 36 counterparties to purchase relevant assets. The newly added shares of the company in this issue of shares to purchase assets and raise supporting funds and issued shares for related party transactions to purchase assets were listed on Shenzhen Stock Exchange on February 25, 2019. The details of this offering are as follows:
Serial no. Name of the holder of restricted shares number of shares issued (shares) restricted period
1. Yin Xiaodong 113842569. For details, please refer to the verification intent
2 Wang Haidong 2562643 see “III / (I) Company and Yin
3 Zhao duo 1601651 Xiaodong and other 37 counterparties signed
4. Jin Zengwei’s 1601651 “purchase of capital by issuing shares”
5. Relevant agreements of Li Wanbin 1281321 production agreement “
6 Yang Yong 960992
7 Chen Kai 640659
8 Wang Ning 320329
9 Ningxiang 1601651
10 Zhang Jingxin 1281321
Serial no. Name of the holder of restricted shares number of shares issued (shares) restricted period
11 Liu Shuang 1281321
12 Qu Zhizhi 960992
13 Tian Geng 960992
14 sang Zhiwei 800825
15 Zhao Jianjun 640659
16 Yang Liuqing 640659
17 Chen Bohua 640659
18 Li Qingwu 640659
19 Tian Ziyi 480503
20 Cai Wenbo 384394
21 Jiang Wei 320329
22 Wang Chenyang 320329
23 Zhang Shumin 320329
24 Li Zhongbo 320329
25 song Huimin 320329
26 Wang Shijun 320329
27 Fang Zhongxin 320329
28 Liu Yanchen 320329
29 Yao Yuanyi 320329
30 Qiu Erying 320329
31 Zhang Jiangwei 240246
32 Zhang Wen 192199
33 Ma ningcui 160166
34 Niu Jing 160166
35 Yang Zhihao 160166
36 Liu Jinwei 160166
37 fan Limin 9609905
Total 147012754
As of the date of issuance of this verification opinion, the total share capital of the company is 1023667816 shares, which is unchanged from the number of shares after the issuance of this transaction.
2、 Relevant commitments and performance made by shareholders applying for lifting the restrictions on sales this time
The shareholders applying for lifting the restrictions on sales this time are Yin Xiaodong and other 37 counterparties. The relevant commitments and performance made by them are shown in the table below:
Performance of main commitments of the commitment party
(I) about ensuring the independence of Kingland Technology Co.Ltd(000711) personnel
1. Ensure that Kingland Technology Co.Ltd(000711) ‘s general manager, deputy general manager, financial director, Secretary of the board of directors and other senior managers
The management personnel shall not hold other positions except directors and supervisors in other enterprises controlled by the promisor
And is not paid in other enterprises controlled by the promisor; Ensure that the financial personnel of Kingland Technology Co.Ltd(000711) are absent
Part time and salaried in other enterprises controlled by the promisor.
2. Ensure that Kingland Technology Co.Ltd(000711) has a complete and independent labor, personnel and salary management system, and
The system is completely independent of the promisor and other enterprises controlled by the promisor.
(II) guarantee of Kingland Technology Co.Ltd(000711) financial independence
Maintain 1. Ensure Kingland Technology Co.Ltd(000711) establish an independent financial accounting department and establish an independent financial accounting system and
Jinglan financial management system.
Technology 2. Ensure that Kingland Technology Co.Ltd(000711) independently opens an account in the bank and does not share a bank account with the promisor and other strict joint-stock enterprises controlled by the promisor. Abide by the limited rights of the transaction. 3. Guarantee Kingland Technology Co.Ltd(000711) to pay taxes independently according to law. Commitment party company 4. Guarantee that Kingland Technology Co.Ltd(000711) can make financial decisions independently without interfering with the use of its funds. 5. Ensure that the financial personnel of Kingland Technology Co.Ltd(000711) do not hold dual posts in other enterprises controlled by the promisor. (III) the independent bank of Kingland Technology Co.Ltd(000711) institution promises to ensure that Kingland Technology Co.Ltd(000711) establishes and improves the corporate governance structure and establishes an independent and complete organization according to law,
There is no institutional confusion between the letter and other enterprises controlled by the promisor.
(IV) about Kingland Technology Co.Ltd(000711) asset independence
1. Ensure that Kingland Technology Co.Ltd(000711) has complete operating assets.
2. Ensure that Kingland Technology Co.Ltd(000711) ‘s funds, assets and other resources are not occupied in violation of regulations.
(V) about Kingland Technology Co.Ltd(000711) business independence
Ensure that Kingland Technology Co.Ltd(000711) has assets, personnel, qualifications and independence to carry out business activities independently
The ability to operate independently to the market; Try to minimize the commitment and other enterprises and enterprises controlled by the commitment
Kingland Technology Co.Ltd(000711) ‘s related party transactions; If there is an unavoidable connected transaction, an agreement will be signed according to law and
Perform necessary legal procedures in accordance with relevant laws, regulations and Kingland Technology Co.Ltd(000711) articles of association.
1. At present, I and my immediate family members are not directly engaged in business with Zhongke Dingshi and its subsidiaries
Businesses that compete or are likely to compete; Except Zhongke Dingshi, I and I control
Other enterprises associated with or exerting significant influence and their immediate family members do not engage in cooperation with zhongkeding
The business operated by the company and its subsidiaries constitutes or may constitute a competitive business.
2. From the date when I signed the agreement on issuing shares to purchase assets with Kingland Technology Co.Ltd(000711) to this transaction
Within five years after the completion of asset delivery, I promise not to take the initiative to resign from zhongkedingshi for any reason.
About 3. From the date when I signed the agreement on issuing shares to purchase assets with Kingland Technology Co.Ltd(000711) and I, unless with the prior written consent of Jinglan technology, I and my immediate family members shall not directly or indirectly engage in or participate in any business or enterprise that is the same as or similar to Kingland Technology Co.Ltd(000711) and / or zhongkedingshi’s business or has competitive commitment Yin Xiaodong’s competitive quality in the name of myself or others, and shall not profit from it or violate the agreement on non competition, It shall not be outside Chenglan technology and its wholly-owned and holding subsidiaries of Beijing Bingzheng
