China Greatwall Securities Co.Ltd(002939)
About Lingnan Eco&Culture-Tourism Co.Ltd(002717)
Verification opinions on the lifting of restrictions on the sale of non-public offering shares
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as " China Greatwall Securities Co.Ltd(002939) " or "sponsor") as the sponsor of Lingnan Eco&Culture-Tourism Co.Ltd(002717) (hereinafter referred to as " Lingnan Eco&Culture-Tourism Co.Ltd(002717) " or "company") non-public offering of shares (hereinafter referred to as "this non-public offering") in 2020, in accordance with the administrative measures for recommendation business of securities issuance on the market and the Listing Rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions have carefully verified the lifting of restrictions on the sale of Lingnan Eco&Culture-Tourism Co.Ltd(002717) non-public offering of shares. The verification results and opinions are as follows:
1、 Basic overview of the non-public restricted shares
On October 10, 2020, Lingnan Eco&Culture-Tourism Co.Ltd(002717) received the reply on approving Lingnan Eco&Culture-Tourism Co.Ltd(002717) non-public development of shares (zjxk [2020] No. 2406) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") and approved the company's non-public A-share issuance plan.
According to the above reply, the company issued non-public shares to 11 specific objects, including Chuangfu Fuxing No. 20 private securities investment fund, Yang Lixin, Mao Shiqi, Tuopai Xingfeng No. 5 private securities investment fund, cekong Yongsheng phase I private securities investment fund, Zhu Liuping, Chen Fengxian, haochuangyerong No. 6 private securities investment fund, Hong Zaike, Nanhua Fund Management Co., Ltd. and CAITONG Fund Management Co., Ltd, A total of 155601655 RMB ordinary shares (A shares) were issued. The specific information of the issuing objects is shown in the table below:
Serial number name of issuing object number of subscribed shares sales restriction period (month)
(shares)
1 Chuangfu Fuxing No. 20 private securities investment fund 165975106
2 Yang Lixin 165975106
3 Mao Shiqi 248962656
4 Tuopai Xingfeng No. 5 private securities investment fund 207468876
5 cekong Yongsheng phase I private securities investment fund 165975106
6 Zhu Liuping 66390046
7 Chen Fengxian 49792536
8 Hao Chuangye Rong No. 6 private securities investment fund 165975106
9 Hong Zaike 116182576
10 Nanhua Fund Management Co., Ltd. 145228216
11 CAITONG Fund Management Co., Ltd. 58091286
Total 155601655——
The newly added shares in this non-public offering have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
The company went through the registration procedures and was listed on the Shenzhen Stock Exchange on September 27, 2021. For details, see
The company disclosed the relevant announcement on cninfo.com on September 24, 2021. After the issuance, the company
The total share capital increased from 1528805099 shares to 1684406754 shares.
With the approval of "zjxk [2018] No. 1062" document of China Securities Regulatory Commission, the company was established on August 14, 2018
6.6 million convertible corporate bonds (hereinafter referred to as "Lingnan convertible bonds", bond Code:
"128044.sz"), with a face value of 100 yuan each and a total issuance amount of 660 million yuan. "Lingnan convertible bonds" since 2019
It can be converted into shares of the company from February 20, 2014. At present, it is still in the period of convertible bonds to shares. Verification opinions as of this date
On the issue date, the total share capital of the company was 1684827068 shares.
2、 Implementation of commitments by shareholders applying for lifting sales restrictions
Serial No. issuer / commitment party commitment type commitment time commitment content commitment period performance
Shenzhen Chuangfu Zhaoye Financial Management Co., Ltd. (Chuangfu)
Star 20 private securities investment fund), Yang Lixin
Lingnan ecological culture subscribed by Mao Shiqi and Shanghai Tuopai Asset Management Co., Ltd. (Tuo) as of this verification commitment
Xingfeng No. 5 Private Securities Investment Fund), Hangzhou policy opinion issuing date, this issuance of Tourism Co., Ltd
1 Kong Investment Management Co., Ltd. (cekong Yongsheng phase I private equity) locked the shares of the commitment party strictly for six months on September 27, 2021, since the shares issued this time
Securities Investment Fund), Zhu Liuping, Chen Fengxian and Beijing fulfilled the above-mentioned locking for 6 months from the date of listing
Haochuang Asset Management Co., Ltd. (haochuangyerong No. 6 private commitment).
Raised securities investment fund), Hong Zaike and Nanhua fund management
Li Co., Ltd., CAITONG Fund Management Co., Ltd
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The number of shares released from the restriction and the number of shares that can be listed and circulated this time are 155601655 shares, accounting for
9.2355% of the total share capital of 1684827068 shares, accounting for the shares with unlimited sales conditions of the company (before the lifting of the restrictions on sales this time)
127426%.
2. The listing and circulation date of the restricted shares is Monday, March 28, 2022.
3. The number of shareholders applying for lifting the restrictions on sales this time is 11, with a total of 37 holders.
4. The details of the lifting of restrictions on the sale and listing of shares are as follows:
The proportion of the shares to be released in this application to the public sale shares to the total number of shares to be placed under the name of the public number holder, excluding the number of restricted shares, the proportion of the said (shares) (shares) shares in the total share capital of the unlimited sale company (%) Cases (%)
Shenzhen Chuangfu
1 trillion industry finance Shenzhen Chuangfu trillion industry financial management Co., Ltd. - Chuangfu 16597510165975101.3592 0.9851 Management Co., Ltd. Fuxing No. 20 private securities investment fund
company
2 Yang Lixin - 165975101.3592 0.9851
3 Mao Shiqi - 24896265248962652.0388 1.4777
Shanghai Tuofeng Asset Management Co., Ltd
4 Asset Management No.: Private Securities Investment Fund 20746887207468871.6990 1.2314 Co., Ltd
Hangzhou cekong Investment Management Co., Ltd. - cekong Yongsheng
5 investment management phase I private securities investment fund 16597510165975101.3592 0.9851 Co., Ltd
6 Zhu Liuping - 66390040.5437 0.3940
7 Chen Fengxian - 49792530.4078 0.2955
Beijing haochuang Asset Management Co., Ltd. - haochuang rong6
8 Asset Management No.: Private Securities Investment Fund 16597510165975101.3592 0.9851 Co., Ltd
9 Hong zaike-116182570.9514 0.6896
Nanhua Fund - Huaan Securities Co.Ltd(600909) smart and stable fof No. 6 collective capital 248962624896260.2039 0.1478 property management plan - Nanhua optimization No. 9 single asset management plan
Nanhua fund Nanhua Fund - Huaan Securities Co.Ltd(600909) smart and stable fof No. 4 collective capital 8298768298760.0680 0049310 Management Limited asset management plan Nanhua preferred No. 3 single asset management plan
Nanhua fund of the company - Huaan Securities Co.Ltd(600909) smart and stable fof No. 5 collective capital 165975116597510.1359 0.0985 property management plan - Nanhua optimization No. 8 single asset management plan
Nanhua Fund - Huaan Securities Co.Ltd(600909) smart and stable fof No. 7 collective capital 1659751
