About Maoming Petro-Chemical Shihua Co.Ltd(000637)
Verification opinions on lifting the restrictions on the sale of restricted shares
Shenzhen Stock Exchange:
On February 25, 2008, Maoming Petro-Chemical Shihua Co.Ltd(000637) (hereinafter referred to as ” Maoming Petro-Chemical Shihua Co.Ltd(000637) ” and “the company”) completed the implementation of the split share structure reform plan. As the sponsor of the Maoming Petro-Chemical Shihua Co.Ltd(000637) share trading reform, Jinyuan Securities Co., Ltd. (hereinafter referred to as the “sponsor”) has verified the lifting of the restrictions on the sale of some Maoming Petro-Chemical Shihua Co.Ltd(000637) shares in accordance with the administrative measures for the share trading reform of listed companies, the business handling guidelines of listed companies of Shenzhen Stock Exchange and other laws and regulations. The opinions are as follows:
1、 Overview of Maoming Petro-Chemical Shihua Co.Ltd(000637) split share structure reform plan
(i) Share reform plan
All non tradable shareholders of the company will send a total of 51006367 shares to the tradable shareholders registered on the equity registration date of the implementation of the scheme as the consideration arrangement for the shares held by the non tradable shareholders to obtain the circulation right, that is, the tradable shareholders will receive 3.3 shares for every 10 tradable shares they hold.
（2） Commitments made by the original non tradable shareholders in the split share structure reform plan
1. According to the measures for the administration of non tradable share structure reform of listed companies, all the non tradable shareholders participating in the non tradable share structure reform will abide by the provisions of laws, regulations and rules and fulfill their legal commitments. Namely: (1) no listing, trading or transfer within 12 months from the date of implementation of the reform plan; (2) The original non tradable shareholders holding more than 5% of the total shares of the company shall, after the expiration of the period specified in the preceding paragraph, sell the original non tradable shares through listing and trading in the stock exchange. The proportion of the number of shares sold to the total shares of the company shall not exceed 5% within 12 months and 10% within 24 months.
2. In addition to the above legal commitments, the non tradable shareholders of the company also made the following special commitments:
As of the signing date of the Maoming Petro-Chemical Shihua Co.Ltd(000637) split share structure reform instructions, The non tradable shareholder of the company, the employee Mutual Aid Association of Maoming Petrochemical Company (hereinafter referred to as the employee Mutual Aid Association), has not clearly agreed to the consideration arrangement. In order to smooth the split share structure reform of the company, the company’s non tradable shareholder Tianjin Port Co.Ltd(600717) Free Trade Zone Yufeng Weiye Trading Co., Ltd (hereinafter referred to as Yufeng Weiye) promises to advance the implementation consideration arrangement of the Mutual Aid Association. After the advance, if the shares held by the mutual aid association are listed and circulated, it shall repay the shares or funds advanced to Yufeng Weiye, or obtain the consent of Yufeng Weiye.
Yufeng Weiye promises that before the equity registration date of the shareholders’ meeting related to the split share structure reform, Beijing Taiyue Real Estate Development Co., Ltd. (hereinafter referred to as Beijing Taiyue), a non tradable shareholder of the company, has not yet released the pledge and freeze on the shares required for the payment consideration arrangement determined in the instructions for split share structure reform of Maoming Petrochemical Shihua Co., Ltd., and Yufeng Weiye has paid Beijing Taiyue according to the Maoming Petro-Chemical Shihua Co.Ltd(000637) instructions for split share structure reform The consideration determined in the contract shall be paid in advance. After the advance, if the shares held by Beijing Taiyue are listed and circulated, it shall repay the shares or funds advanced to the promisor, or obtain the consent of the promisor.
2、 Implementation of Maoming Petro-Chemical Shihua Co.Ltd(000637) share trading reform plan
1. The implementation of consideration during the split share structure reform is as follows:
Implementation of consideration arrangement before implementation of consideration arrangement after implementation of consideration arrangement
Shareholder name number (share) proportion (%) number (share) number (share) proportion (%)
Beijing Taiyue Real Estate Development Co., Ltd. 13335933129.50% 013335933129.50%
China Petroleum & Chemical Corporation(600028) Maoming Petrochemical Company of the group 8045271017.80% 137935796665913114.75%
Tianjin Port Co.Ltd(600717) Free Trade Zone Yufeng Weiye Trading Co., Ltd. 280599566.21% 27978999809570.02%
Guangdong Zhonghe Chemical Plastics Co., Ltd. 47121891.04% 80790239042870.86%
CITIC Trust Co., Ltd. 4914500010.87% 8425887407191139.01%
Maoming Petrochemical Company staff Mutual Aid Association 17715910.39% 017715910.39%
Total 29750077765.81% 5100636724649441054.53%
Note: the consideration arrangement of Beijing Taiyue is 22864394 shares and the consideration arrangement of staff mutual aid association is 303739 shares, which shall be advanced by Yufeng Weiye in advance.
2. On January 30, 2008, the Maoming Petro-Chemical Shihua Co.Ltd(000637) shareholders’ meeting deliberated and approved the company’s split share structure reform plan. The share change registration date of the split share structure scheme is February 22, 2008, and the implementation date is February 25, 2008. The consideration shares obtained by the shareholders of Maoming Petro-Chemical Shihua Co.Ltd(000637) tradable shares are listed for trading.
3. Implementation of the above commitments
After verification, the holders of Maoming Petro-Chemical Shihua Co.Ltd(000637) restricted shares have strictly fulfilled various legal commitments and strictly fulfilled the information disclosure obligations related to the split share structure reform. The contents disclosed are true, accurate and complete, and there are no false records, misleading statements and major omissions; After verification, Yufeng Weiye has fulfilled its commitment to advance the consideration arrangement that should be implemented by Beijing Taiyue and the staff Mutual Aid Association
Maoming Petro-Chemical Shihua Co.Ltd(000637) the commitments made by the holders of restricted shares during the share reform are well fulfilled, and there is no breach of commitments.
3、 From the implementation of the split share structure reform plan to the application for lifting the restrictions on sales, dividend distribution and advance consideration repayment
(i) Dividend distribution
After the split share structure reform, the company implemented the 2009 dividend distribution plan in May 2010: 1.5 shares for every 10 shares and 0.2 yuan (including tax and 0.03 yuan after tax). Before the implementation, the total share capital of the company was 452065527 shares. After the implementation, the total share capital increased to 519875356 shares, and the shares held by the shareholders of the company increased in the same proportion, In addition, Maoming Petro-Chemical Shihua Co.Ltd(000637) after the split share structure reform, the dividend distribution plans over the years do not involve the transfer of shares.
（2） The staff Mutual Aid Association advanced by Yufeng Weiye shall implement the repayment of consideration
1. On September 10, 2009, Maonan District People’s Court of Maoming City made a civil judgment (2009) mnfcz No. 458, Confirm that 1771435 Maoming Petro-Chemical Shihua Co.Ltd(000637) shares (restricted shares) held by the mutual aid club are owned by 215 actual shareholders.
On February 4, 2010, Maonan District People’s Court of Maoming City executed the court’s judgment, China Securities Depository and Clearing Co., Ltd. Shenzhen Branch transferred 1289669 shares to 171 shareholders respectively (the remaining 44 shareholders had not gone through the equity transfer formalities at that time). At the same time, the 171 shareholders repaid the share reform consideration of 266875 shares to Yufeng Weiye. Yufeng Weiye has issued a letter of consent to the listing and circulation of the shares held by the above 171 shareholders (above Maoming Petro-Chemical Shihua Co.Ltd(000637) It was published on February 26, 2010). In March 2010, with the application and consent of Shenzhen Stock Exchange, the shares held by the above 171 individual shareholders and the compensated shares of Yufeng Weiye have been listed and circulated. As of February 5, 2010, there were still 214891 restricted tradable shares held by 44 actual shareholders registered in the name of the Mutual Aid Association; In May 2010, the company issued 1.5 shares for every 10 shares, and the 214891 restricted circulating shares held by 44 actual shareholders increased to 247127 restricted circulating shares; On July 5, 2010, notarized by Maoming Youcheng notary office, the shares held by Ke Shaozhen, the actual shareholder, were inherited by his two sons Chen Bo and Chen Zhu; So far, there are still 45 actual shareholders holding 247127 restricted tradable shares registered in the name of the Mutual Aid Association. On April 19, 2011, Maonan District People’s Court of Maoming City continued to execute judgment No. 458, and China Securities Depository and Clearing Co., Ltd. Shenzhen Branch handled the share transfer procedures for 44 shareholders, Another shareholder (Guo Shengxing, holding 6755 shares) has not gone through the equity transfer procedures; among the 44 shareholders who have gone through the equity transfer procedures, 2 shareholders do not agree to pay the share reform consideration, and 42 shareholders such as Zhou Shaoling have repaid the share reform consideration to Yufeng Weiye company (40680 shares in total), the shares have been transferred to Yufeng Weiye company. Yufeng Weiye has issued a letter of consent to the listing and circulation of the shares held by 42 shareholders such as Zhou Shaoling (see April 30, 2011 for details of shareholders’ shareholding)
(announcement of Maoming Petro-Chemical Shihua Co.Ltd(000637) company). In May 2011, with the application and consent of Shenzhen Stock Exchange, the shares held by the above 42 individual shareholders and the compensated shares of Yufeng Weiye have been listed and circulated.
2. The application for circulation of restricted shares held by the shareholders who have not repaid the advance shares of Yufeng Weiye among the above shareholders is not arranged.
（3） Repayment of consideration to be executed by Beijing Taiyue advanced by Yufeng Weiye
1. As of the application date for lifting the restricted shares, the controlling shareholder of the company, Beijing Taiyue, has not applied for and arranged the circulation application of the restricted shares held by Beijing Taiyue due to the frozen shares held and the outstanding shares advanced by Yufeng Weiye.
2. Judicial auction of some shares held by the company’s shareholder Beijing Taiyue, acquisition of shares by the shareholder Lin Weitao and repayment of shares advanced by Yufeng Weiye
(1) Shares obtained by shareholder Lin Weitao through judicial auction
Due to the case of notarization of creditor’s rights between Beijing Urban Construction No. 4 Construction Engineering Co., Ltd. (hereinafter referred to as “Urban Construction No. 4 construction”) and the company’s shareholder Beijing Taiyue, urban construction No. 4 construction applied to Beijing No. 1 Intermediate People’s Court (hereinafter referred to as “Beijing No. 1 Intermediate People’s court”) for execution. In June 2020, Beijing No. 1 Intermediate People’s court held Maoming Petro-Chemical Shihua Co.Ltd(000637) against Beijing Taiyue on the judicial auction platform of jd.com 1825085 shares were publicly auctioned.
The natural person Lin Weitao won the above auctioned shares with RMB 5914874.7, and the first intermediate people’s Court of Beijing issued the execution ruling in July 2020, It ruled to “register the change of Maoming Petro-Chemical Shihua Co.Ltd(000637) 1825085 shares held by Beijing Taiyue (restricted before the initial public offering) in the name of Lin Weitao” and complete the share transfer registration (the “total number of shares held” and “number of restricted shares” under the name of Lin Weitao were 1825085 shares in the register of shareholders in August 2020).
(2) Repayment of shares advanced by shareholder Lin Weitao to Yufeng Weiye
1) On October 27, 2020, Lin Weitao and Yufeng Weiye signed the repayment agreement, According to the content of the agreement: ” Maoming Petro-Chemical Shihua Co.Ltd(000637) when the split share structure reform plan was implemented, the consideration arrangement of Beijing Taiyue was 22864394 shares advanced by Yufeng Weiye. The advance proportion was 17.15% (22864394 / 133359331 = 0.1714495). In May 2010, the dividend plan was implemented, and the number of Maoming Petro-Chemical Shihua Co.Ltd(000637) shares held by Beijing Taiyue increased to 153363230 shares (133359331 * 1.15 = 153363230), since then, the dividend records of Maoming Petro-Chemical Shihua Co.Ltd(000637) over the years do not involve the transfer of shares, and Beijing Taiyue’s shareholding ratio of Maoming Petro-Chemical Shihua Co.Ltd(000637) remains unchanged at 29.5%.
When Beijing No. 1 Intermediate People’s court auctioned Maoming Petro-Chemical Shihua Co.Ltd(000637) 1825085 shares held by Beijing Taiyue on the auction platform of jd.com in June 2020, the auction announcement and bidding instructions made corresponding explanations on the matters that the bidder should pay the balance for the bid and repay the consideration in advance if it applied for the lifting of the restrictions on the sale of restricted shares after the transfer of shares
2020 jing01 Zhihui No. 54 case entrusted by Jingyi intermediate people’s court to Zhongshan Zhixin asset appraisal firm (general partnership)
The “asset appraisal report” does not give corresponding explanations on the matters requiring repayment of advance consideration for the lifting of restrictions on the sale of restricted shares. Lin Weitao plans to apply for lifting the restrictions on the sale of 1825085 shares obtained by auction, and is willing to repay the advance consideration to Yufeng Weiye.
Lin Weitao and Yufeng Weiye reached an agreement on Lin Weitao’s repayment of advance consideration to Yufeng Weiye through friendly negotiation on the premise of laws and regulations such as Maoming Petro-Chemical Shihua Co.Ltd(000637) split share structure reform plan, measures for the administration of split share structure reform of listed companies, guidelines for business handling of listed companies on Shenzhen Stock Exchange, etc.
The number of shares advanced by Lin Weitao to Yufeng Weiye is 1825085 * 17.15% = 312909.95, (1825085 / 153363230 * 22864394 * 1.15 = 312909.95). The number of shares is calculated as an integer, so it is 312910 shares. Yufeng Weiye agrees to repay it for this consideration.
After the transfer registration of advance consideration repayment is completed, the obligation of advance consideration repayment is completed, and Lin Weitao’s obligation is fulfilled. Yufeng Weiye cooperates with Lin Weitao to handle the “registration business of lifting the restrictions on the sale of restricted shares”.
2) On October 27, 2020, Pei Yongli, the legal representative of Yufeng Weiye, and Lin Weitao agreed on the above repayment agreement
The application for notarization was issued by the Beijing Municipal National Notary Office of the people’s Republic of China on October 30, 2020
(2020) Jing Guo Nei Jing Zheng Zi No. 1047 notarial certificate.
3) On April 16, 2021, Yufeng Weiye issued the agreement on Maoming Petro-Chemical Shihua Co.Ltd(000637)
Letter of listing and circulation of Maoming Petro-Chemical Shihua Co.Ltd(000637) shares held by international shareholder Lin Weitao
