Haitong Securities Company Limited(600837) about
Ccoop Group Co.Ltd(000564) verification opinions on lifting the restrictions on the sale of some shares Shenzhen Stock Exchange:
As the sponsor of Ccoop Group Co.Ltd(000564) split share structure reform, Haitong Securities Company Limited(600837) (hereinafter referred to as the “sponsor”) in accordance with the relevant provisions of the company law, the securities law, the measures for the administration of split share structure reform of listed companies, the guidelines for the operation of split share structure reform of listed companies and the memorandum of work on split share structure reform No. 16 – lifting restrictions on sales of your exchange, The conditions to be met by the shareholders of the shares with limited sales conditions to be lifted in the application of Ccoop Group Co.Ltd(000564) (hereinafter referred to as “the company”) are verified as follows:
1、 Impact of lifting the share restriction on relevant shareholders’ performance of commitments
1. Shareholding and relevant information of shareholders who intend to apply for lifting restricted shares this time
The number of shares that can be listed and frozen this time. The name of the holder of restricted shares, the number of shares (shares) and the proportion of the number of shares (shares) to the total number of shares (shares) of the company
1 Shaanxi Communication Industry Co., Ltd. 7115987115980.0037% 0
Total 7115980.0037% 0
Note: due to rounding, there is a tail difference between the sum of items and the total. As of the date of issuance of this verification opinion, the total number of shares with limited sales conditions is 3982034239, the total number of shares with unlimited sales conditions is 15181743096, and the total share capital of the listed company is 19163777335.
2. The shareholders who intend to apply for the release of the restricted shares
The commitment of shareholders applying for lifting the restrictions on the sale of shares in the split share structure reform is the legal minimum commitment, that is, they shall not be listed or transferred within 12 months from the date of the implementation of the split share structure reform, and there is no additional commitment.
The shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments made in the split share structure reform.
The recommendation institution believes that the shares with limited sales conditions formed by the split share structure reform held by the above shareholders shall be divided into shares
The commitment period for the reform of non tradable shares is March 13, 2007. There are no other commitments to be performed by the above shareholders
After the cancellation of the share restriction, there is no situation affecting the above shareholders to fulfill their commitments.
2、 Whether the sale of restricted shares involving state-owned assets and foreign capital complies with the provisions of the relevant departments for the administration of state-owned assets and foreign investment
After verification, Shaanxi Communication Industry Co., Ltd., the holder of restricted shares involved in this time, is a state-owned legal person. When selling the restricted shares, the holder of restricted shares still needs to abide by the relevant provisions of the measures for the supervision and administration of state owned equity of listed companies.
3、 Verification process of relevant supporting documents
In order to issue this verification opinion, the recommendation institution has verified the following supporting documents:
The revised version of the full text of the statement of share trading reform of Xi’an Minsheng Group Co., Ltd. (in January 2017, Xi’an Minsheng Group Co., Ltd. held an extraordinary general meeting of shareholders, and the company was renamed Ccoop Group Co.Ltd(000564) );
Announcement on the implementation of the split share structure reform plan of Xi’an Minsheng Group Co., Ltd;
Ccoop Group Co.Ltd(000564) application form for lifting share restriction;
As of February 16, 2022, the detailed list of restricted shares and capital structure provided to Ccoop Group Co.Ltd(000564) by the registration and depository Department of Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
4、 Whether the shareholders who intend to apply for the lifting of restricted shares harm the interests of the listed company
According to the relevant instructions of Ccoop Group Co.Ltd(000564) board of directors, after consulting relevant public materials and understanding Ccoop Group Co.Ltd(000564) the recommendation institution believes that as of the date of issuance of this recommendation opinion, the shareholders who intend to apply for lifting the restricted shares do not occupy the non operating funds of the listed company or the illegal guarantee of the listed company to such shareholders.
5、 The shareholders who intend to apply for the lifting of restricted shares do not have the situation that other shareholders pay the consideration on behalf of them in the split share structure reform.
6、 Concluding observations
After careful verification, as of the date of issuance of this verification opinion, the recommendation institution has issued the following concluding opinions on the listing and circulation of restricted shares held by Ccoop Group Co.Ltd(000564) above shareholders:
1. The listing and circulation of restricted shares complies with the national laws, regulations and rules related to the split share structure reform and the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd; 2. The holders of the above restricted shares do not violate the commitment of split share structure reform;
3. There are no substantial obstacles to the listing and circulation of restricted shares.
4. The shareholders applying for lifting the restrictions on the sale of their shares do not occupy the company’s non operating funds and the company’s illegal guarantee to the shareholders.
In conclusion, the sponsor believes that: Ccoop Group Co.Ltd(000564) the original deadline of the restricted sale period of the shares with limited sale conditions held by the above shareholders is March 13, 2007 (inclusive). As of the date of issuance of this recommendation opinion, the conditions for lifting the restricted sale of the shares with limited sale conditions held by the above shareholders have been met.
(there is no text on this page, which is the seal page of Haitong Securities Company Limited(600837) verification opinions on Ccoop Group Co.Ltd(000564) lifting the restriction on the sale of some shares)
Sponsor: Haitong Securities Company Limited(600837) March 1, 2022
