Huatai United Securities Co., Ltd
About Huafu Fashion Co.Ltd(002042)
Verification opinions on the listing and circulation of non-public offering of restricted shares
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) acts as a sponsor of Huafu Fashion Co.Ltd(002042) (hereinafter referred to as ” Huafu Fashion Co.Ltd(002042) ” or “listed company” or “company”) for non-public offering of shares, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, Checked the listing and circulation of Huafu Fashion Co.Ltd(002042) non-public offering of restricted shares. The details are as follows:
1、 Overview of the lifting of restricted shares
According to the reply on approving Huafu Fashion Co.Ltd(002042) non-public Development Bank shares (zjxk [2020] No. 2582) issued by China Securities Regulatory Commission, Huafu Fashion Co.Ltd(002042) issued 274278835 RMB ordinary shares (A shares) to 20 specific objects in September 2021 by means of non-public offering. The shares were listed on Shenzhen Stock Exchange on October 14, 2021. The nature of the new shares issued this time is tradable shares with limited sales conditions. The restricted sales period of the shares subscribed by the object of this issuance is 6 months, and the listing and circulation time is April 14, 2022. After the completion of this non-public offering, the total share capital of the company increased from 1519375555 shares to 1793654390 shares. The company cancelled 92973035 repurchased shares on December 30, 2021. For details, see the announcement on the completion of repurchased shares cancellation and share changes disclosed by the company on January 1, 2022. After the cancellation, the total share capital of the company was reduced from 1793654390 shares to 1700681355 shares.
As of the date of issuance of this verification opinion, in addition to the above matters, the company has not had any other matters leading to the change of the number of share capital since the formation of non-public offering of restricted shares.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
1. Subscription objects of this non-public offering of shares: Guotai Junan Securities Co.Ltd(601211) , Anhui agricultural industrialization development fund Co., Ltd., Cathay Pacific Fund Management Co., Ltd. China Securities Co.Ltd(601066) , CAITONG Fund Management Co., Ltd., Huaibei growth small and medium-sized enterprise fund Co., Ltd., Huaxia Fund Management Co., Ltd., UBS AG, Anhui Hi tech investment new materials industry fund partnership (limited partnership), Guosen Securities Co.Ltd(002736) , Ruan Rongguang, Chen beiwen Guo Weisong, Shanghai Boshen Investment Center (limited partnership) – Boshen No. 29 securities investment private fund, Shanghai Mingda industry (Group) Co., Ltd., Beijing Jingpeng Investment Management Co., Ltd. Haitong Securities Company Limited(600837) , Ningbo ningju Asset Management Center (limited partnership) – ningju YINGSHANHONG No. 4 private securities investment fund, Zhejiang ningju investment Management Co., Ltd. – ningju quantitative steady profit phase 6 private securities investment fund Nord Fund Management Co., Ltd.
The above shareholders undertake not to transfer the above shares subscribed by the company / myself within 6 months from the date of listing of the shares issued this time.
As of the date of issuance of this verification opinion, the shareholders applying for the lifting of the restricted shares have strictly fulfilled the above commitments during the restriction period, and there is no situation that the failure to fulfill the relevant commitments affects the listing and circulation of the restricted shares.
As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares do not occupy the company’s funds, and the company does not have any illegal guarantee and other acts damaging the interests of the company.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is April 14, 2022.
2. The number of restricted shares lifted this time is 274278835 shares, accounting for 161276% of the current total share capital of the company.
3. The number of shareholders applying for lifting the restrictions on the sale of shares is 20, as follows:
Sequential holding of limited sale shares holding of limited sale share capital secondary listing flow remaining restricted sale No. number of issuing object name (shares) proportion to the total number of shares (shares) of the company (shares)
1 Guotai Junan Securities Co.Ltd(601211) 30,769230 1.8092% 30,769230 0
2 Anhui agricultural industrialization development fund 240384611.4135% 240384610 Co., Ltd
3 Cathay Pacific Fund Management Co., Ltd. 230769231.3569% 230769230
4 China Securities Co.Ltd(601066) 21,153846 1.2438% 21,153846 0
5 CAITONG Fund Management Co., Ltd. 189903841.1166% 189903840
6 Huaibei growth SME fund 144230760.8481% Co., Ltd
7 Huaxia Fund Management Co., Ltd. 144230760.8481%
8 UBSAG 12,259615 0.7209% 12,259615 0
Sequential holding of limited sale shares holding of limited sale share capital secondary listing flow remaining restricted sale No. number of issuing object name (shares) proportion to the total number of shares (shares) of the company (shares)
9 Anhui Hi tech investment new materials industry fund 120192300.7067% partnership (limited partnership)
10 Guosen Securities Co.Ltd(002736) 12,019230 0.7067% 12,019230 0
11 Ruan Rongguang 120192300.7067%
12 Chen beiwen 103365380.6078% 103365380
13 Guo Weisong 96153840.5654% 96153840
Shanghai Boshen Investment Center (Co., Ltd.)
14 partners) – Boshen 29 securities investment 86538460.5088% private equity fund
15 Shanghai Mingda industry (Group) Co., Ltd. 84134610.4947% 84134610 company
16 Beijing Jingpeng Investment Management Co., Ltd. 84134610.4947% 84134610
17 Haitong Securities Company Limited(600837) 8,413461 0.4947% 8,413461 0
Ningbo ningju Asset Management Center (limited)
18 partnership) – ningju YINGSHANHONG 4 private placement 84134610.4947% securities investment fund
Zhejiang ningju Investment Management Co., Ltd-
19 ningju quantitative stable profit phase 6 private securities 84134610.4947% 84134610 investment fund
20 Nord Fund Management Co., Ltd. 84134610.4947%
Total 274278835161276% 2742788350
4. Changes in share capital structure before and after the lifting of restrictions on sales
Number of shares before and after change
Nature of shares in total share capital changes in total share capital number of shares (shares) proportion of shares (shares)
1、 Restricted conditions flow 27591908516.22% – 27427883516402500.10% general shares / non tradable shares
Executive lock up shares 16402500.10% 0.10%
Non public restricted shares 27427883516.13% – 2742788350.00%
2、 Unlimited sales conditions 142476227083.78% 274278835169904110599.90% circulating shares
3、 Total share capital 1700681355100.00% 01700681355100.00%
4、 Verification opinions of the recommendation institution
After verification, the sponsor Huatai United Securities believes that:
1. The number of restricted shares lifted and the listing and circulation time of the company meet the requirements of the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents.
2. The information disclosure on the listing and circulation of restricted shares is true, accurate and complete.
In conclusion, the sponsor Huatai United Securities has no objection to the listing and circulation of restricted shares in this non-public offering. (there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on the listing and circulation of Huafu Fashion Co.Ltd(002042) non-public Development Bank restricted shares) the sponsor representative
Mu Jing Yu sang Qi
Huatai United Securities Co., Ltd
