Minsheng Securities Co., Ltd
About Guangdong Jinma Entertainment Corporation Limited(300756)
Verification opinions on lifting the ban on restricted shares
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” and “sponsor”) as a sponsor of Guangdong Jinma Entertainment Corporation Limited(300756) (hereinafter referred to as ” Guangdong Jinma Entertainment Corporation Limited(300756) ” and “company”) for initial public offering and listing on the gem, in accordance with the measures for the administration of securities issuance and listing sponsor business and the rules for listing on the gem of Shenzhen Stock Exchange The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions have verified the matters related to the lifting of the ban on the listing and circulation of Guangdong Jinma Entertainment Corporation Limited(300756) restricted shares. The specific verification is as follows:
1、 Issuance of shares and changes in share capital of the company
(i) According to the reply on Approving the initial public offering of shares of Zhongshan Jinma Technology Entertainment Equipment Co., Ltd. (zjxk [2018] No. 2058) issued by China Securities Regulatory Commission, Guangdong Jinma Entertainment Corporation Limited(300756) (formerly known as Zhongshan Jinma Technology Entertainment Equipment Co., Ltd.) issued 10 million RMB common shares to the public for the first time. The notice on the listing of RMB common shares of Zhongshan Jinma Technology Entertainment Equipment Co., Ltd. on the gem issued by Shenzhen Stock Exchange (SZS [2018] Document No. 651) agrees that the 10 million ordinary shares of RMB issued by the company in the initial public offering will be listed and traded on the gem of Shenzhen Stock Exchange from December 28, 2018. After the initial public offering, the total share capital of the company increased to 40 million shares.
（2） The company held the 2018 annual general meeting of shareholders on May 8, 2019, deliberated and approved the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2018, and distributed cash dividends of RMB 8.00 per 10 shares to all shareholders based on the total share capital of the company at the end of 2018 of 40 million shares (tax included), a total of 32 million yuan of cash dividends were distributed; at the same time, the capital reserve was converted into share capital, 8 shares were added to all shareholders for every 10 shares, and the accumulated reserve was converted into share capital of 32 million shares. The 2018 equity distribution plan of the company was implemented on May 24, 2019, and the total share capital of the company increased to 72 million shares.
（3） The company held the third extraordinary general meeting of shareholders in 2019 on July 17, 2019, and deliberated and adopted the
<2019年限制性股票激励计划（草案）>
And its abstract; The company held the 12th meeting of the second board of directors on September 12, 2019, deliberated and approved the proposal on granting restricted shares to incentive objects and other relevant proposals, and determined that September 12, 2019 was the date of granting restricted shares, granting a total of 887000 restricted shares to 61 incentive objects. On October 9, 2019, the company completed the registration of granting restricted shares in 2019, the listing date of restricted shares was October 9, 2019, and the total share capital of the company increased to 72.887 million shares.
（4） In December 2019, the lock-in period of restricted shares before IPO held by 7 natural person shareholders of the company expires. According to the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange And other relevant laws, regulations and normative documents, as well as the commitments made by seven natural person shareholders in the company’s prospectus and listing announcement. The restricted shares held by the seven natural person shareholders are listed and circulated after the lifting of the ban on initial public offering. The total number of restricted shares lifted is 5579856, accounting for 7.6555% of the company’s total share capital; The listing and circulation date of the restricted shares is December 31, 2019. After the lifting of the ban on the listing and circulation of some pre IPO restricted shares, the shares with limited sales conditions of the company were reduced from 54887000 to 49307144, the shares with unlimited sales conditions were increased from 18000000 to 23579856, and the total share capital of the company was 72887000.
（5） On June 3, 2020, in view of the resignation of one of the incentive objects of the company’s 2019 restricted stock incentive plan, according to the measures for the administration of equity incentive of listed companies and the company’s 2019 restricted stock incentive plan And other relevant regulations, the company used its own funds to repurchase and cancel a total of 54000 restricted shares granted to the incentive object but not yet lifted the sales restriction. After the repurchase and cancellation of some restricted shares were completed, the total share capital of the company was changed from 72887000 shares to 72833000 shares.
（6） On June 16, 2020, the company implemented the 2019 equity distribution plan and distributed a cash dividend of RMB 3.20 per 10 shares to all shareholders based on the total share capital of 72833000 shares (tax included), a total of 23306560.00 yuan of cash dividends were distributed; at the same time, the capital reserve was converted into share capital, and 4 shares were added to all shareholders for every 10 shares. After the implementation and completion of the equity distribution plan in 2019, the total share capital of the company was changed from 72833000 shares to 101966200 shares.
（7） On May 26, 2021, according to the resolutions of the board of directors and the general meeting of shareholders, the Company repurchased and cancelled some restricted shares that had been granted but not unlocked in the 2019 restricted stock incentive plan triggered by resignation for personal reasons and failure to meet the performance assessment requirements at the company level in the second lifting period. A total of 361956 restricted shares were repurchased and cancelled this time, with repurchase funds All come from the company’s own funds. After the repurchase and cancellation of some restricted shares were completed, the total share capital of the company was changed from 101966200 shares to 101604244 shares.
2、 Implementation of commitments by shareholders applying for lifting restricted shares
(i) The voluntary locking and circulation restriction commitments made by the shareholders applying for lifting the restricted shares in the prospectus and listing announcement are as follows:
1. Deng Zhiyi, Liu Xiwang, Li Yong, the controlling shareholders and actual controllers of the company, Yang Zhuobin, Kuang Zhanhong, he Ruitian, Li Yucheng, Li Zhongsen, Lin Zezhao, Gao Qingbin, Chen Chaoyang, Jia liaochuan, Zeng Qingyuan, Ke Guanglong, Liang Peiqiang, Li Boqiang Deng Guoquan, a total of 17 shareholders, respectively promised not to transfer or entrust others to manage the company’s shares held by them within 36 months from the date when the company’s shares are listed on the gem of Shenzhen Stock Exchange, nor require the company to repurchase the company’s shares held by them for any reason.
2. Ten shareholders, Deng Zhiyi, Liu Xiwang, Li Yong, Li Yucheng, Li Zhongsen, Lin Zezhao, Gao Qingbin, Chen Chaoyang, Jia liaochuan and Zeng Qingyuan, who serve as directors, supervisors or senior managers of the company, respectively promise:
(1) After the expiration of the share lock-in commitment period, the shares I transfer each year during my tenure shall not exceed 25% of the total shares of the company I directly or indirectly hold; I will not transfer the shares of the company I directly or indirectly hold within half a year after my resignation; if I declare my resignation within 6 months from the date of listing of the company’s shares, I will not transfer my shares within 18 months from the date of declaration of resignation Shares of the company held directly or indirectly; If the employee applies for resignation from the 7th month to the 12th month from the date of listing of the company’s shares, the company’s shares directly or indirectly held by him shall not be transferred within 12 months from the date of application for resignation.
(2) If the company’s shares are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of this issuance.
(3) If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company’s shares held by me shall be automatically extended for 6 months.
(4) After the expiration of the share lock-in period promised above, I will strictly comply with several provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies (announcement [2017] No. 9 of China Securities Regulatory Commission) of China Securities Regulatory Commission and the shareholders, directors, supervisors and senior executives of listed companies of Shenzhen Stock Exchange of Shenzhen Stock Exchange
The rules for the implementation of share reduction by managers and other provisions and requirements on share reduction shall be implemented. If the CSRC and Shenzhen Stock Exchange have new regulations on the reduction of shares, I will strictly abide by the relevant regulations.
(5) I will not give up fulfilling the above commitments due to job change, resignation and other reasons.
3. The seven shareholders of the company, Yang Zhuobin, Kuang Zhanhong, he Ruitian, Ke Guanglong, Liang Peiqiang, Li Boqiang and Deng Guoquan, respectively promise that after the expiration of the share locking period promised above, I will strictly comply with several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies (announcement [2017] No. 9 of China Securities Regulatory Commission) of China Securities Regulatory Commission and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange of Shenzhen Stock Exchange And other provisions and requirements on share reduction. If the CSRC and Shenzhen Stock Exchange have new regulations on the reduction of shares, I will strictly abide by the relevant regulations.
（2） The commitments made by the shareholders applying for the release of restricted shares in the company’s prospectus and listing announcement are consistent. As of the date of issuance of this verification opinion, the shareholders applying for the release of restricted shares have strictly fulfilled the above commitments and other commitments.
（3） None of the shareholders applying for the lifting of the restricted shares has occupied the funds of the listed company for non-profit, and the company has no illegal guarantee to the above shareholders and other acts that damage the interests of the listed company. III. The listing and circulation arrangements for the lifting of the restricted shares
(i) There are 17 shareholders who have lifted the restricted shares this time, all of whom are natural person shareholders; The number of shares whose sales restrictions were lifted was 67788202, accounting for 66.7179% of the total share capital of the company.
（2） The listing and circulation date of the restricted shares is Wednesday, December 29, 2021.
（3） The details of the lifting of restricted shares and listing and circulation are as follows:
Unit: shares
No. name of shareholders total number of shares held restricted shares this time the restriction is lifted the actual number of shares that can be listed remarks this time the number of shares in circulation
1 Deng Zhiyi 2078559720785597207855975196399 note 1
2 Liu Xiwang 8439848843984398482109962 note 2
3 Li Yong 7683848768384876838481920962 note 3
4 Jia liaochuan 2797143279771432797143699286
5 Lin Zezhao 2330949233092923309582737
6 Li Yucheng 23309502303090582738
7 Zeng Qingyuan 136913313691331369133342283
8 Gao Qingbin 136913313691331369133342283
No. name of shareholders total number of shares held restricted shares this time the restriction is lifted the actual number of shares that can be listed remarks this time the number of shares in circulation
9 Yang Zhuobin 31478484848484848484848484848484848
10 Kuang Zhanhong 314784848484848484848484848484848484848
11 he Ruitian 31478484848484848484848484848484848
12 Ke Guanglong 2330950 2330950 2330950 2330950
13 Deng Guoquan 2330950 2330950 2330950 2330950
14 Li Zhongsen 2330950 2330950 2330950 2330950
15 Liang Peiqiang 1574950157495015749501574950157495050
16 Li Boqiang 15749491574915749491574949
17 Chen Chaoyang 10953081095308 10953081095308
Total 67,
