Caitong Securities Co.Ltd(601108)
The verification opinions on the listing and circulation of issued shares before Zhejiang Dayang Biotech Group Co.Ltd(003017) initial public offering Caitong Securities Co.Ltd(601108) (hereinafter referred to as " Caitong Securities Co.Ltd(601108) " or "sponsor") as the sponsor of Zhejiang Dayang Biotech Group Co.Ltd(003017) (hereinafter referred to as " Zhejiang Dayang Biotech Group Co.Ltd(003017) " or "company") initial public offering and listing of shares, in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions have verified the listing and circulation of issued shares before Zhejiang Dayang Biotech Group Co.Ltd(003017) initial public offering. The verification is as follows:
1、 Overview of shares issued before IPO
(i) Initial public offering of shares
Approved by the reply on approving Zhejiang Dayang Biotech Group Co.Ltd(003017) initial public offering of shares (zjxk [2020] No. 2415 document) of China Securities Regulatory Commission, Zhejiang Dayang Biotech Group Co.Ltd(003017) (hereinafter referred to as "the company") issued 15000000 RMB common shares (A shares) for the first time. The notice on listing of Zhejiang Dayang Biotech Group Co.Ltd(003017) RMB common shares was issued by Shenzhen Stock Exchange (SZS [2020] No. 960) agrees that the company will be listed and traded on Shenzhen Stock Exchange on October 26, 2020.
The total share capital of the company before the initial public offering is 45000000 shares and after the initial public offering is 60000000 shares. The number of shares with limited sale conditions after the IPO is 45000000, accounting for 75.00% of the total share capital of the company; The number of shares without sale conditions is 15000000, accounting for 25% of the total share capital of the company.
The total number of shares issued before the initial public offering of the company to lift the restrictions on sales is 2656000, accounting for 4.43% of the total share capital of the company. The number of shares with limited sales conditions that have not been lifted is 17081160, accounting for 28.47% of the total share capital of the company.
（2） Changes in share capital of the company after listing
Changes in the company's shares caused by the conversion of the reserve fund to share capital.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
There are 5 shareholders applying for lifting the restrictions on the sale of shares, including Zhoushan Zheke Donggang venture capital partnership (limited partnership), Hangzhou city investment Fuding Investment Management Co., Ltd. - Hangzhou city and equity investment fund partnership (limited partnership), Zhuji Zheke Leying venture capital partnership (limited partnership), Zheng Tiansheng and Xue song.
The specific contents of the commitments made by the shareholders applying for lifting the restrictions on the sale of shares in the announcement on the listing of initial public offerings are as follows:
Within six months before the company's application for initial public offering was accepted by the CSRC, the newly added shareholders Chenghe investment, Donggang venture capital, Leying venture capital, Xue Song and Zheng Tiansheng promised as follows:
Since the date of completion of the industrial and commercial change registration procedures for the capital increase and shares of the company (i.e. December 24, 2018), the company / I will not transfer or entrust others to manage the company's shares directly or indirectly held by the company / I before the company's listing, nor will the company repurchase the company's shares directly or indirectly held by the company / I before the company's listing; if the company fails to successfully list or terminate the listing, the shares held by the company / I will not be returned Subject to the above 36 month lock period. At the same time, the company / I will not transfer or entrust others to manage the company's shares directly or indirectly held by the company / I before the company's listing, nor will the company repurchase the company's shares directly or indirectly held by the company / I before the company's listing within one year from the date when the company's shares are listed and traded in Shenzhen Stock Exchange.
As of the disclosure date of this announcement, the shareholders applying for lifting the restrictions on the sale of shares have strictly complied with the above commitments and have not violated the above commitments.
The shareholders applying for lifting the restrictions on sales do not occupy the company's funds for non-profit purposes, and the company has not provided them with illegal guarantees.
The board of directors of the company will supervise relevant shareholders to strictly abide by their commitments when selling shares, and continuously disclose shareholders' performance of share restriction commitments in periodic reports.
3、 The listing and circulation arrangement of restricted shares is lifted this time
(i) The listing and circulation date of the restricted shares is Friday, December 24, 2021.
（2） The number of restricted shares released this time is 2656000, accounting for 4.43% of the total share capital of the company
The number of internationally available shares is 2656000, accounting for 4.43% of the total share capital of the company.
（3） The number of shareholders applying for lifting the restrictions on the sale of shares is 5.
（4） The details of the lifting of restrictions on sale and listing and circulation of shares are as follows:
No. name of shareholder total number of restricted shares actually available for listing
(shares) number of shares (shares) number of shares in circulation (shares)
Zhoushan Zheke Donggang venture
1. Investment in partnership (8000000800000)
Limited partnership)
Hangzhou Chengtou Fuding Investment Co., Ltd
Management Co., Ltd. - Hangzhou
2. Zhoucheng and equity investment base 8000000800000
Gold partnership (limited)
Partnership)
Zhuji Zheke Leying venture
3. Investment partnership (700000)
Limited partnership)
4 Zheng Tiansheng 256000260002560000
5 Xue Song 1000000100000000
4、 Changes in equity institutions before and after the lifting of restrictions on sales
Before this change, the number of changes (shares) after this change
Share type
Proportion of number of shares (shares) (%) increase in number of shares (shares) decrease in number of shares (shares) (%)
1、 2195439336.59-265600019839332.16 tradable shares with limited sales conditions
Including: executive locking shares 22172333.70 -- 22172333.70
Restricted shares before IPO 1973716032.90-2656000170816028.47
2、 3804560763.412656000-4070160767.84 tradable shares with unlimited sales conditions
3、 Total number of shares: 600000000 100.002656000265600000000 100.00
5、 Verification opinions
After verification, the recommendation institution believes that the listing and circulation of restricted shares meets the requirements of the securities issuance and listing recommendation industry
Measures for the administration of securities affairs, rules for the listing of shares of Shenzhen Stock Exchange, and regulations for listed companies of Shenzhen Stock Exchange
Operational guidelines (revised in 2020) and other relevant laws, regulations and normative documents; the number of restricted shares lifted this time, listing and circulation time, etc. comply with relevant laws, administrative regulations, departmental rules, relevant rules and shareholder commitments; the shareholders of the company who lifted the restricted shares this time strictly fulfilled their commitments made in the initial public offering. In conclusion, the sponsor Zhejiang Dayang Biotech Group Co.Ltd(003017) there is no objection to the lifting of the ban on the listing and circulation of restricted shares.
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(there is no text on this page, which is the signature and seal page of Caitong Securities Co.Ltd(601108) verification opinions on the listing and circulation of issued shares before Zhejiang Dayang Biotech Group Co.Ltd(003017) initial public offering) sponsor representative:
Gu Lei, LV Deli
Caitong Securities Co.Ltd(601108) December 22, 2021
