Haitong Securities Company Limited(600837)
Verification opinions on China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) issuing shares to purchase assets and listing and circulation of restricted shares
Haitong Securities Company Limited(600837) (hereinafter referred to as “sponsor” or ” Haitong Securities Company Limited(600837) “) as a sponsor for continuous supervision of China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) (hereinafter referred to as ” China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) “, “listed company” or “company”) public issuance of convertible corporate bonds, in accordance with the company law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and the stock listing rules of Shenzhen Stock Exchange And other laws and regulations, Haitong Securities Company Limited(600837) verified the lifting of restrictions on the sale and listing of some restricted shares issued to purchase assets in China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) 2016. The verification results and verification opinions are as follows:
1、 Acquisition of restricted shares this time
On December 1, 2016, the company received the reply on approving China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) Engineering Co., Ltd. to issue shares to Wang Jian and others to purchase assets (CSRC license [2016]) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) No. 2843), approved the company to issue shares to 22 shareholders including Wang Jian, Wu Xianglei and Wang Yonggang to purchase relevant assets, including 52500000 shares, which were listed on Shenzhen Stock Exchange on December 28, 2016.
The subscription object, subscription quantity and restricted period of the shares issued this time are as follows:
No. subscriber name subscription quantity (shares) sales restriction period description
call
Wang Jian promises that the issued shares obtained this time shall not be transferred within 36 months from the date of listing. The shares transferred within 12 months after the expiration of 36 months of the lock up period shall not exceed 25% of the shares obtained in 1 Wang Jian 18216779 + 24 this transaction, the shares transferred within 24 months after the expiration of the lock up period shall not exceed 50% of the shares obtained in this transaction, and the remaining shares can be transferred after 24 months after the expiration of the lock up period.
Wu Xianglei promises that the issued shares obtained this time shall not be transferred within 36 months from the date of listing. The shares transferred within 12 months after the expiration of the lock up period of 36 months shall not exceed 25% of the shares obtained by Wu Xianglei 6216963 + 24 in this transaction, the shares transferred within 24 months after the expiration of the lock up period shall not exceed 50% of the shares obtained in this transaction, and the remaining shares can be transferred after 24 months after the expiration of the lock up period.
No. subscriber name subscription quantity (shares) sales restriction period description
call
Shanghai Liyu enterprise
3. The business management partnership 611504536 months has lifted the sales restriction
Enterprise (limited liability company)
(partner)
Wang Yonggang promised that the issued shares obtained this time shall not be transferred within 36 months from the date of listing. The shares transferred by Wang Yonggang within 12 months after the expiration of 36 months of the lock up period shall not exceed 25% of his 4 (company supervisor) 9739024 + 24 shares obtained in this transaction, the shares transferred within 24 months after the expiration of the lock up period shall not exceed 50% of his shares obtained in this transaction, and the remaining shares can be transferred 24 months after the expiration of the lock up period.
5 Feng Ying, sales restrictions have been lifted in 201219536 months
6. Deng Zhongwen has lifted the sales restriction for 36 months in 2012
7 Ye Nan’s sales restrictions have been lifted for 36 months in 2012
8. Yang Shaoling has lifted the sales restriction for 36 months in 2012
9 Yang Yong, sales restrictions have been lifted in 36 months of 2012
10. Liu Guomin has lifted the sales restriction for 13414636 months
11 Yan Lei 13414636 months has lifted the sales restriction
12 Shang Lianfeng has lifted the sales restriction for 13414636 months
13. Wang Xiujuan has lifted the sales restriction for 13414636 months
14 Guo Jianhong 6707336 months has lifted the sales restriction
15 Feng Lu 6707336 months has lifted the sales restriction
16 Wang Lijuan 6707336 months has lifted the sales restriction
17 Cui Zhulong 2682936 months has lifted the sales restriction
18 Bai Xuefeng 2682936 months has lifted the sales restriction
19 Wang Zhenpeng 2682936 months has lifted the sales restriction
20 Liu Yuansi 2682936 months has lifted the sales restriction
21 Gu Anhui has lifted the sales restriction for 1341436 months
22 Wang Qiliang 853658536 months has lifted the sales restriction
Total 52500000–
After the issuance, the total share capital of the company increased to 1800000000 shares.
Upon deliberation and approval of the second extraordinary meeting of the third board of directors, the third extraordinary general meeting of shareholders in 2017 and the seventh extraordinary meeting of the third board of directors, on November 2, 2017, the company submitted to the company, including senior managers, middle managers Seven incentive objects, including core technical (business) personnel, were granted 11 million restricted shares. After the new shares were listed, the total share capital of the company was 1811000000 shares.
The 16th meeting deliberated and adopted the note on repurchase of restricted shares granted without reaching the conditions for lifting the restrictions on sale
In accordance with the relevant provisions of the 2017 restricted stock incentive plan (Draft),
Repurchase and cancel a total of restricted shares granted but not unlocked due to personal performance appraisal failing to meet the unlocking conditions
5.5 million shares. The above-mentioned repurchase and cancellation of restricted shares of the company was completed on August 13, 2019. Company head office
The share capital decreased by 5.5 million shares, and the convertible corporate bonds issued by the company began to be converted into shares from September 21, 2018.
As of the date of this announcement, the total number of shares of the company is 1805339752, and the restricted shares have not been lifted
The number of shares is 319363251, including 302276865 senior management locked shares and 17086386 restricted shares after the initial offering
Shares.
2、 Application for lifting restricted shares and circulation arrangements
The application for lifting the restrictions on sale involves three subscription objects, Wang Jian, Wu Xianglei and Wang Yonggang, and the restricted shares are lifted
The number of shares is 17086386, accounting for 1.1368% of the shares with no restrictions on after-sales sales sales, accounting for the total shares of the company
The proportion of share capital is 0.9464%, and the listing and circulation date is December 28, 2021.
3、 The listing and circulation arrangement of restricted shares
1. The number of shareholders lifting the restrictions on sales this time is 3, all of whom are natural person shareholders.
2. The details of the lifting of restrictions on the sale and listing of shares are as follows:
Restricted share capital held by shares released this time restricted shares released this time restricted shareholders released this time full name (shares) total number (shares) restricted number (shares) proportion of shares in the proportion of restricted shares released after sales to total shares pledged or frozen shares (shares)
Wang Jian 137167799108391083910.6060% 0.5045% 9108391
Wu Xianglei 3885643310848331084830.2068% 0.1722%-
Wang Yonggang 7071640486951248695120.3240% 0.2697%-
Total 2467406217086386170863861.1368% 0.9464%-
Note: 1. The number of the above-mentioned shareholders Wang Jian, Wu Xianglei and Wang Yonggang whose sales restrictions are lifted this time is their shares in issue
Purchase 50% of the shares obtained in the non-public offering of assets.
2. Wang Yonggang, the shareholder, served as the supervisor of the 4th board of supervisors of the company, and was listed on the Shenzhen Stock Exchange in accordance with the
The rules and other relevant provisions and the decisions made by the directors, supervisors and senior managers of the company holding shares before listing
During his term of office, the shares transferred each year shall not exceed the total number of shares directly and indirectly held by him
And no longer buy the shares of the issuer within six months after the sale, and no longer sell within six months after the purchase
Shares of the company; Within half a year after resignation, he shall not transfer his shares in the company.
3. The shareholders who lifted the restrictions on the sale of shares did not occupy the funds of the listed company, nor did the company
In case of illegal guarantee.
4、 Changes in the company’s share capital structure before and after the lifting of restrictions on sales
Nature of shares before this change after this change
Quantity (share) proportion quantity (share) quantity (share) proportion
1、 Restricted circulation
Shares / non tradable shares 31936325117.69% – 170863863022786516.74%
2、 Unlimited conditional flow
Tong shares 148597650182.31% 1708638615036288783.26%
3、 Total shares 1805339752100.00%
