China Industrial Securities Co.Ltd(601377)
About Zhejiang Xcc Group Co.Ltd;(603667)
Verification opinions on the listing and circulation of restricted shares arising from the issuance of shares to purchase assets China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " and "independent financial consultant") as the independent financial consultant of Zhejiang Xcc Group Co.Ltd;(603667) (hereinafter referred to as " Zhejiang Xcc Group Co.Ltd;(603667) ," company "or" listed company ") to issue shares and pay cash to purchase assets and raise supporting funds and related party transactions, In accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of major asset restructuring of listed companies and the stock listing rules of Shanghai Stock Exchange, the listing and circulation of some restricted shares formed by the above transactions have been verified. The verification results are as follows: I. relevant information of restricted shares
The type of restricted shares listed and circulated this time is the restricted shares generated by issuing shares to purchase assets (non-public offering).
On October 10, 2018, the company received the reply on approving Zhejiang Xcc Group Co.Ltd;(603667) to issue shares to Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Holding Co., Ltd. to purchase assets and raise supporting funds (zjxk [2018] No. 1607) approved by the CSRC Zhejiang Xcc Group Co.Ltd;(603667) purchased Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Holding Co., Ltd. (hereinafter referred to as "Wuzhou holding"), Xinchang Wulong Investment Management Co., Ltd. (hereinafter referred to as "Wulong investment"), Wu Yuemin, Wu Xiaojun, Zhang Jian, pan Guojun Xinchang County Junlong investment management partnership (limited partnership) (hereinafter referred to as "Junlong investment") and Xinchang County Yuelong investment management partnership (limited partnership) (hereinafter referred to as "Yuelong investment") jointly hold 100.00% equity of Zhejiang Xinlong Industry Co., Ltd. (hereinafter referred to as "target company" or "Xinlong industry"). The number of shares issued by the listed company is 2987 yuan / share, and the final issuance price is 204683 shares.
On October 30, 2018, Xinlong Industrial submitted an application for industrial and commercial change registration to the administrative department for Industry and Commerce of Xinchang County, Zhejiang Province for the transfer of the underlying assets of this transaction. On October 31, 2018, Xinchang County market supervision and Administration approved the change registration and issued the business license.
According to the registration procedures of securities change registration certificate issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
The nature of the newly added shares of the above issued shares to purchase assets (non-public offering) is tradable shares with limited sales conditions. The specific conditions of the issuing object, the number of shares issued and the lock-in period are as follows:
No. number of shares issued to the issuing object transaction pricing (10000 yuan) lock-in period (month)
1 Wuzhou holding 1695652126910.00 36
2 Wu Yuemin 62102009855.59 36
3 Wu Xiaojun 33439535306.85 36
4 Junlong investment 13120182082.17 36
5 Yuelong investment 9446531499.16 36
6 Zhang Jian 262403416.43 36
7 pan Guojun 174935277.62 36
Total 2920468346347.84
2、 Changes in the number of share capital of the company since the issuance of restricted shares
(I) the total share capital of the company increased from 26312000 shares to 292324683 shares after the issuance of new restricted shares.
(II) on May 10, 2021, Zhejiang Xcc Group Co.Ltd;(603667) (hereinafter referred to as "the company") held the 21st Meeting of the third board of directors and the 21st Meeting of the third board of supervisors, which respectively deliberated and adopted the proposal on the performance compensation scheme of Zhejiang Xinlong Industrial Co., Ltd. in 2020, and the independent directors of the company expressed their independent opinions with explicit consent. On May 21, 2021, the company's 2020 annual general meeting of shareholders deliberated and approved the above proposal.
As of June 25, 2021, the company has signed the transfer agreement and share, cash compensation and repurchase cancellation agreement with the performance commitment party on the shares and compensation amount of the company to be repurchased, which stipulates that the company will repurchase 337463 shares of the company held by Wu Yuemin at the price of RMB 0.33 (all of which are limited to tradable shares) Buy back 181711 shares of the company held by Wu Xiaojun at the price of RMB 0.18 (all restricted circulating shares), and 503234 shares of the company held by Wuzhou holdings at the price of RMB 0.49 (including 366521 restricted circulating shares and 136713 restricted circulating shares), On August 13, 2021, the company completed the cancellation of the repurchased shares in China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and the total share capital of the company was changed to 297686036 shares (6383761 shares of the company's convertible bonds were converted from September 14, 2020 to August 13, 2021).
After the cancellation, the total share capital of the company decreased by 1022408 shares, including 885695 shares of tradable shares with limited sales conditions and 136713 shares of tradable shares with unlimited sales conditions. The changes of shares of performance compensation subjects are as follows:
Name of sequential shareholder repurchase cancellation before repurchase cancellation nature of shares after repurchase cancellation
No. holding quantity holding quantity
1 Wu Yuemin 62102003374635872737 restricted tradable shares
2 Wu Xiaojun 33439531817113162242 restricted tradable shares
69069001367136770187 non tradable 3 Wuzhou holding shares
1695652136652116590000 restricted tradable shares
Total 33417574102240832395166
(III) with the approval of CSRC zjxk [2019] No. 2568, Zhejiang Xcc Group Co.Ltd;(603667) on March 6, 2020 publicly issued 3.3 million convertible corporate bonds with a face value of 100 yuan each, raising a total of 330 million yuan.
With the consent of Shanghai Stock Exchange [2020] No. 82 self regulatory decision, the company's 330 million yuan convertible corporate bonds have been listed and traded in Shanghai Stock Exchange since April 2, 2020. The bonds are referred to as "spring convertible bonds" for short and the bond code is "113568". According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the prospectus for Zhejiang Xcc Group Co.Ltd;(603667) public offering of convertible corporate bonds, the "spring convertible bonds" issued by the company have been converted into shares since September 14, 2020. As of March 9, 2022, the cumulative number of shares converted is 9894205 shares (tradable shares without sale conditions).
(IV) from September 14, 2020 to March 9, 2022, the total share capital of the company changed to 301196480 shares due to the change of the company's convertible bonds into shares and the repurchase and cancellation of Xinlong Industrial performance compensation. 3、 Relevant commitments and performance of the listing and circulation of restricted shares
As the counterparties of the company issuing shares and paying cash to purchase assets, Wuzhou holdings, Wu Yuemin, Wu Xiaojun, Zhang Jian, pan Guojun, Junlong investment and Yuelong investment promise that they will not transfer in any way within 36 months from the date of the end of this issuance, and will not transfer until the performance commitment is fulfilled, Including but not limited to public transfer through the securities market or transfer by agreement; After the completion of this issuance, the company's shares increased due to the company's bonus shares, conversion to share capital and other reasons shall also abide by the above agreement.
Wuzhou holdings also promises: if the closing price of Zhejiang Xcc Group Co.Ltd;(603667) shares is lower than the issue price (15.87 yuan / share) for 20 consecutive trading days within 6 months after the completion of the transaction, or the closing price is lower than the issue price at the end of 6 months after the completion of the transaction, the lock-in period of the listed company's shares obtained by Wuzhou holdings through this restructuring will be automatically extended for at least 6 months.
As of the date of issuance of this verification opinion, except that Wuzhou holdings is still fulfilling its commitment to restrict the sale of shares in this non-public offering, other subscription objects have strictly fulfilled the relevant commitments, and there is no situation that the failure to fulfill the relevant commitments affects the listing and circulation of the restricted shares. 4、 Listing and circulation of restricted shares
The number of restricted shares listed and circulated this time is 11728988, and the listing and circulation date of restricted shares is March 16, 2022. The detailed list of relevant restricted shares lifted:
Number of restricted shares held this time the number of restricted shares lifted this time the number of restricted shares lifted this time the remaining number of restricted shares shareholder name quantity (shares) quantity (shares) number of shares in the proportion of the number of public shares to the total share capital of the company
1 Wu Yuemin 58727371.9498%
2 Wu Xiaojun 319724231622421.0499% 35000
3. Junlong investment 13120180.4356%
4 Yuelong investment 9446530.3136%
5 Zhang Jian 3124032624030.0871% 50000
6 pan Guojun 2249351749350.0581% 50000
Total 11863988117289883.8941% 135000
Note: the shareholding ratio of restricted shares is calculated based on the data on March 9, 2022. The remaining 35000 restricted shares of Wu Xiaojun, 50000 restricted shares of Zhang Jian and 50000 restricted shares of Pan Guojun are the restricted shares granted by the company's restricted stock incentive plan in 2021. 5、 Statement of changes in share capital structure
Share category before this change this change after this change (shares) (shares) (shares)
Restricted tradable shares / non tradable shares 36382748 - 1172898824653760
Including: equity incentive shares 8063760 - 8063760
Non public offering of shares (controlled by reduction) 28318988 - 1172898816590000
Tradable shares without restrictions 26481373211728988276542720
Share category before this change this change after this change (shares) (shares) (shares)
Total share capital
