Hengtai Changcai Securities Co., Ltd
About Modern Avenue Group Co.Ltd(002656)
Verification opinions on the lifting of the restrictions on the sale of the remaining restricted shares in the first phase of the employee stock ownership plan Hengtai Changcai Securities Co., Ltd. (hereinafter referred to as “Hengtai Changcai” and “sponsor”) as the sponsor of Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as “modern Avenue” and “company”) in 2016, in accordance with the administrative measures for securities issuance and listing sponsor business In accordance with the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the guidelines on self-discipline supervision of listed companies of Shenzhen Stock Exchange, the lifting of the restrictions on the sale of the remaining restricted shares of the first phase of the employee stock ownership plan related to the non-public offering of shares on modern Avenue in 2016 has been verified. The verification results are as follows:
1、 Issuance of restricted shares and share capital of the company this time
1. Issuance of restricted shares this time
Modern Avenue Group Co.Ltd(002656) the fourth meeting of the third board of directors held on June 8, 2015 and the second extraordinary general meeting of shareholders held on June 24, 2015 deliberated and adopted the proposal on the company’s non-public offering plan, the proposal on the company’s first phase employee holding plan (Draft) (subscription of non-public offering shares) and its summary Proposal on signing a conditional share subscription agreement between the company and the issuing object, etc.
On November 20, 2015, the company held the 7th Meeting of the 3rd board of directors, deliberated and approved the proposal on adjusting the company’s non-public offering plan, the proposal on Revising the company’s non-public offering plan, the proposal on Revising the company’s phase I employee holding plan (Draft) (way of subscribing for non-public offering shares) and its summary Proposal on signing supplementary agreement of conditional effective share subscription agreement between the company and the issuing object, etc. The first phase of the company’s employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”) entrusts Shanghai Haitong Securities Company Limited(600837) Asset Management Co., Ltd. to establish Haitong asset management – No. 1 kanudi road directional asset management plan (hereinafter referred to as the “asset management plan”) and subscribe for the shares of the company’s non-public Development Bank in 2015 (hereinafter referred to as the “non-public offering”). The total capital of the employee stock ownership plan shall not exceed 118.95 million yuan. The price of the non-public offering shares subscribed by the employee stock ownership plan is 15.25 yuan / share, and the number of shares to be subscribed shall not exceed 7.8 million shares.
On May 16, 2016, the 2015 annual general meeting of shareholders of the company deliberated and approved the proposal on the company’s 2015 profit distribution and plan for converting capital reserve into share capital. In May 28, 2016, according to the terms of the non-public offering programme, the company announced the announcement on adjusting the issuing price and issuing quantity of non-public development banks after the implementation of the profit distribution plan in 2015, and adjusted the number and issuing price of the non-public offering. The price of this non-public offering issue was adjusted from 15.25 yuan / share to 9.47 yuan / share.
In July 2016, the ESOP completed the establishment of the asset management plan, and the subscription of corresponding shares was terminated because the six employees who had participated in the ESOP had resigned from the company and no longer participated in the ESOP. The ESOP invested 10430988137 yuan on July 19, 2016 and subscribed 11014771 non-public shares of the company at 9.47 yuan / share, Accounting for 2.69% of the total share capital of the company after issuance. The shares were listed on August 2, 2016.
2. Share capital
On May 18, 2018, the company held the 2017 annual general meeting of shareholders and approved the 2017 annual equity distribution plan: Based on the total share capital of 445324903 shares as of December 31, 2017, the capital reserve was converted into 6 shares for every 10 shares of all shareholders registered on the equity registration date, with a total of 267194941 shares. After the conversion, the total share capital of the company was increased to 712519844 shares; At the same time, based on the total share capital of 445324903 shares of the company as of December 31, 2017, a cash dividend of RMB 0.15 (tax included) was distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 667987355 (tax included).
On May 31, 2018, the company’s 2017 equity distribution plan was implemented. The shares held by ” Modern Avenue Group Co.Ltd(002656) – phase I Employee Stock Ownership Plan” after the equity distribution are 17623633 shares.
On July 15, 2020, 3555635 shares in the employee stock ownership plan were released from the restriction on sale and circulated for listing, accounting for 0.4990% of the total share capital of the company.
On August 9, 2021, 4239488 shares in the employee stock ownership plan were released from the restriction on sale and circulated for listing, accounting for 0.5950% of the total share capital of the company.
As of March 15, 2022, the total share capital of the company is 712519844 shares, of which 116212842 shares are tradable shares with limited sales conditions and 596307002 shares are tradable shares with unlimited sales conditions.
2、 Application for lifting the restrictions on the sale of restricted shares
1. The lock-in period of the subscribed shares of the employee stock ownership plan starts from the listing date of the non-public offering of new shares in August 2016
36 months from February 2.
2. As of the signing date of this verification opinion, all shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above requirements
According to the above arrangement, there is no violation of the above sales restriction arrangement.
3. In the employee stock ownership plan, 3478352 shares held by Chen Madi and 3478352 shares held by Zhang QinYong
3478352 shares and 2871805 shares held by Lai Xiaoyan, a total of 9828510 shares (compared with the previous
The difference in the total number of shares held by the three persons is caused by rounding) has been involved in illegal guarantee matters. The specific matters are:
The actual controller held shares in Lin Fengguo beyond his authority without the deliberation and approval of the board of directors and the general meeting of shareholders of the company
The share transfer provided guarantee for the transferee Chen Madi, Lai Xiaoyan and Zhang QinYong, which belongs to the case of illegal guarantee.
On March 2, 2022, Lin Fengguo issued the exemption letter on supplementary joint and several liability to the listed company,
Voluntarily agree to exempt moden group from its share transfer with the Executees Lai Xiaoyan, Zhang QinYong and Chen Madi respectively
For the supplementary joint and several liability that should be borne in the dispute case, the exemption letter will take effect today.
Therefore, none of the shareholders applying for the lifting of restricted shares has occupied the company’s funds for non-profit purposes, and the company has no violations against the shareholders applying for the lifting of restricted shares (the company’s phase I employee stock ownership plan)
Circumstances of guarantee.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is March 18, 2022.
2. The number of restricted shares lifted this time is 9828510 shares, accounting for 1.3794% of the total share capital of the company.
3. One shareholder applied for lifting the restrictions on sales this time.
4. The details of the listing and the lifting of the restrictions on the sale of shares are as follows:
Unit: shares
Available for listing this time
No. full name of shareholders the number of shares whose restricted share capital has been released at one time accounts for the number of listed shares in circulation accounts for the total number of remaining restricted shares (shares) (shares) the number of shares sold (shares) the company has unlimited sales flow and the total number of shares of listed companies
Proportion of common shares proportion of share capital
Modern Avenue fashion
1 Group Co., Ltd. 982851098285101.6482% 1.3794% 0 company – phase I
Employee stock ownership plan
Total 982851098285101.6482% 1.3794% 0
Note: the non tradable shares and total share capital used in this form are the data as of March 15, 2022
The total share capital of the company was 712519844 shares, including 116212842 tradable shares with limited sales conditions and unlimited sales terms
The number of outstanding shares is 596307002.
4、 Based on the shares as of March 15, 2022, the restricted shares are lifted this time
Changes in share capital structure before and after
Unit: shares
Before this change, increase or decrease of this change (+, -) after this change
Quantity proportion issuance of share bonus accumulation fund other subtotal quantity proportion conversion of new shares into shares
1、 Limited sales terms 11621284216.31% 0 – 9828510 – 982851010638433214.93% shares
0.00% 0.00% of executive lock-in shares
Post IPO restricted shares 11621284216.31% 0 -9828510 -982851010638433214.93%
2、 Unlimited sales note 59630700283.69% 09828510982851060613551285.07% shares
3、 Total shares 712519844100.00% 0712519844100.00%
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
(I) the lifting of the restrictions on the sale and listing of the remaining restricted shares of the employee stock ownership plan complies with the requirements of the regulations on securities issuance
The municipal measures for the administration of recommendation business, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and rules
Requirements of normative documents;
(II) the holders of shares whose sales restrictions are lifted this time have fulfilled the commitments made when the shares are not publicly issued and listed
Promise;
(III) as of the date of issuance of this verification opinion, modern Avenue has no information on the circulation and listing of restricted shares
The disclosure is true, accurate and complete.
To sum up, Hengtai Changcai holds the remaining restricted shares of the employee stock ownership plan of modern Avenue
There is no objection to the listing and circulation of restricted shares.
(there is no text on this page, which is the signature page of the verification opinions of Hengtai Changcai Securities Co., Ltd. on the lifting of the restrictions on the sale of the remaining restricted shares of Modern Avenue Group Co.Ltd(002656) phase I employee stock ownership plan) the sponsor representative:
Wang Xiaoxia, fan Zhihua
Hengtai Changcai Securities Co., Ltd
