Citic Securities Company Limited(600030)
About Guangdong Hybribio Biotech Co.Ltd(300639)
Verification opinions on the listing and circulation of restricted shares issued to specific objects
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as the sponsor of Guangdong Hybribio Biotech Co.Ltd(300639) (hereinafter referred to as ” Guangdong Hybribio Biotech Co.Ltd(300639) ” or “company”), Perform continuous supervision duties in accordance with relevant provisions such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM, etc, Prudently checked the issues of Guangdong Hybribio Biotech Co.Ltd(300639) some shares issued to specific objects for listing and circulation. The specific verification conditions and opinions are as follows:
With the approval of the reply of the China Securities Regulatory Commission on Approving the registration of Guangdong Hybribio Biotech Co.Ltd(300639) issuing shares to specific objects (zjxk [2020] No. 1713), Guangdong Hybribio Biotech Co.Ltd(300639) (hereinafter referred to as “the company” or “the company”) issued 22945804 shares to 8 specific objects including one of the actual controllers of the company, Mr. Guan Zhisheng, the director and deputy general manager of the company, The par value of each share is 1.00 yuan, the issue price is 45.76 yuan / share, and the total amount of funds raised is 10499999104 yuan. After deducting the expenses related to this issue of 2258038851 yuan, the actual net amount of funds raised is 102741960253 yuan. Lixin Certified Public Accountants (special general partnership) has verified the availability of the raised funds on September 7, 2020 and issued the capital verification report (xksbz [2020] No. zi10573).
The shares issued to specific objects have been listed on Shenzhen Stock Exchange on September 16, 2020, of which 21853147 shares subscribed by 7 specific objects shall not be transferred within six months from the date of issuance. The restricted sale period has expired, and the restricted sale has been lifted and listed for circulation on March 16, 2021; 1092657 shares subscribed by Mr. Guan Zhisheng, one of the actual controllers of the company, shall not be transferred within 18 months from the date of issuance. The restricted sale period is about to expire, which is the lifting of the restricted sale shares.
On May 6, 2021, the company implemented the 2020 annual equity distribution plan. Taking the total share capital of 234047648 shares as of December 31, 2020 (after deducting 1334200 shares repurchased by the company from the secondary market) as the base, the company distributed a cash dividend of RMB 2.50 (tax included) for every 10 shares to all shareholders, and increased 2.50 shares for every 10 shares to all shareholders with the capital reserve, If the board of Directors considers the change of the company’s share capital between the announcement date of the profit distribution and the plan for converting capital reserve into share capital and the date of equity registration, the distribution proportion will be adjusted according to the principle that the total amount of distribution remains unchanged. Since the board of directors reviewed the profit distribution and the plan of converting capital reserve into share capital from the date of announcement to the date of equity registration, the company has repurchased 1315000 shares in total. According to the principle of unchanged total distribution, the actual distribution plan is to distribute cash dividends of RMB 2514125 (including tax) for every 10 shares, and convert capital reserve into 2514125 shares for every 10 shares; After the increase, the number of shares subscribed by Mr. Guan Zhisheng was adjusted to 1367364 shares.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
1. The shareholder applying for lifting the share restriction this time is Mr. Guan Zhisheng, one of the actual controllers, director and deputy general manager of the company. His commitments when issuing shares to specific objects are as follows:
(1) Share lock up commitment:
① I agree not to transfer the subscribed shares within 18 months from the date of completion of Guangdong Hybribio Biotech Co.Ltd(300639) this issuance (referring to the date of listing of the issued shares), and entrust the board of directors of Guangdong Hybribio Biotech Co.Ltd(300639) to apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for handling the locking procedures for the above subscribed shares of the company, To ensure that the above shares held by the company will not be transferred within 18 months from the date of the end of this issuance.
② I promise to compensate other shareholders for the losses incurred when I fail to perform or fully perform my commitments. If there is a selling transaction in violation of the commitment, I will authorize the registration and settlement company to transfer the selling funds to the account of the listed company and belong to all shareholders.
(2) No reduction commitment:
I promise that I will not reduce my Guangdong Hybribio Biotech Co.Ltd(300639) shares or arrange any reduction plan from six months before the benchmark date of non-public offering of A-Shares on the gem in 2020 to six months after the completion of this offering. If I violate the above commitments and reduce my holdings, I shall bear the legal liabilities arising therefrom according to law. 2. During the commitment period, Mr. Guan Zhisheng strictly fulfilled his commitment to restrict the sale of shares and other commitments to be fulfilled, and there was no failure or incomplete performance of the commitment.
3. The shareholders applying for lifting the restrictions on the sale of shares do not occupy the funds of the listed company for non-profit, and the company does not guarantee them in violation of regulations.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is Wednesday, March 16, 2022.
2. The number of restricted shares lifted this time is 1367364, accounting for 0.4695% of the total share capital (the total share capital has been deducted)
Except for 2649200 shares repurchased by the company from the secondary market).
3. A total of one shareholder applied for lifting the restrictions on the sale of shares is one of the actual controllers, directors and shareholders of the company
Mr. Guan Zhisheng, deputy general manager.
4. The details of the lifting of restrictions on the sale and listing of shares are as follows:
Lifting of sales restrictions
Sequence of shareholders holding all shares of the company, holding limited share capital, lifting the restrictions on after-sales circulating share capital, lifting the restrictions on sales, number of copies, total number of copies, number of circulating shares before sales (i.e. the actual transferable amount and circulating amount of shares)
1 guanzhisheng 1617647 shares 1367364 shares 250283404412154129 shares
Remarks: Mr. Guan Zhisheng is one of the actual controllers of the company. At present, he is a director and deputy general manager of the company and can be transferred every year
The quota is 25% of the total number of shares it holds; After the sale restrictions are lifted this time, the actual number of tradable shares in the shares lifted this time
=The number of sales restrictions lifted this time – the total number of direct shares held by Mr. Guan Zhisheng 75%.
4、 Change structure of share capital before and after the lifting of restricted shares listing and circulation
Before and after this change
Share nature proportion (share proportion)
Number of shares (shares) (%) number of shares (shares) (%)
Limited sales conditions 52214461.78 – 15412950673171.72
Executive lock up shares 38540821.31121323550673171.72
Restricted shares after IPO 13673640.47 -13673640.00
Unlimited sales conditions 28867229898.2215412928882642798.28
Total 293893744100.00 0293893744100.00
5、 Verification opinions of the recommendation institution
Upon verification, the company’s sponsor Citic Securities Company Limited(600030) believes that:
The listing and circulation of restricted shares of the company complies with the company law of the people’s Republic of China and Shenzhen Securities Exchange
The gem stock listing rules (revised in December 2020) and the self discipline supervision of listed companies of Shenzhen Stock Exchange
Regulatory guidelines No. 2 – Requirements of relevant laws, regulations and normative documents such as “standardized operation of companies listed on GEM”
Please. As of the date of issuance of the verification opinions, the information disclosure related to the restricted shares of the company is true, accurate and reliable
Complete. The sponsor has no objection to the company’s application for listing and circulation of restricted shares.
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(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on the listing and circulation of Guangdong Hybribio Biotech Co.Ltd(300639) restricted shares issued to specific objects)
Sponsor representative:
Hong Libin, Hu Chaofeng
Citic Securities Company Limited(600030) mm / DD / yyyy
