Guosen Securities Co.Ltd(002736)
About the purchase of assets by issuing shares by Zangger Mining Co., Ltd
Verification opinions on the lifting of restrictions on the sale and listing and circulation of some restricted shares
Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) ") as an independent financial consultant of Zangger Mining Co., Ltd. (hereinafter referred to as "Zangger mining" or "the company") for the sale of major assets, the issuance of shares, the purchase of assets, the raising of supporting funds and related party transactions in 2016, performed continuous supervision duties, and in accordance with the measures for the administration of major asset restructuring of listed companies The Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other relevant provisions have conducted special verification on the matters that Zangge Holding Company Limited(000408) some restricted shares are about to be lifted. The special verification opinions are as follows:
1、 Basic information on the acquisition of restricted shares in this application
According to the reply of China Securities Regulatory Commission on Approving the major asset restructuring of Jinguyuan Holding Co., Ltd. and issuing shares to Qinghai cangge Investment Co., Ltd. to purchase assets and raise supporting funds (zjxk [2016] No. 114), Approve the company's major asset restructuring and issuance of 1686596805 shares to Tibet Zanger Venture Capital Co., Ltd. to purchase relevant assets, and approve the company's non-public issuance of no more than 377358490 new shares to raise matching funds for the purchase of assets by issuing shares.
On September 29, 2016, the newly issued shares of the company limited by shares and some of the pledged shares were registered in Shenzhen Stock Exchange, and some of the newly issued shares were listed in Shenzhen Stock Exchange on July 29, 2016. Before the issuance, the total share capital of the company was 252301500 shares. After the issuance, the total share capital of the company is 2072231638 shares. Since then, Golmud zangge potash fertilizer Co., Ltd., the subject of this major asset restructuring, has not completed its promised performance. According to the agreement on profit compensation between Jinguyuan Holding Co., Ltd. and Qinghai zangge Investment Co., Ltd., Sichuan Yonghong Industrial Co., Ltd., Xiao Yongming and Lin Jifang, In 2017, the Company repurchased 78452116 shares compensated by four compensation obligors such as Zangger investment with a total price of RMB 1.00 and cancelled them. After the reduction, the total share capital of the company was 1993779522 shares.
The people's Court of Futian District, Shenzhen city held a meeting on Taobao from 10:00 on October 21, 2021 to 10:00 on October 22, 2021 for the case of security interest between Cange investment and Yonghong industry, the person acting in concert, and Anxin Securities Co., Ltd
55 million shares held by Zangger investment will be publicly auctioned on the online judicial auction platform (restricted sale after IPO)
26 million shares (restricted shares after initial public offering) held by Yonghong industry
81000000 shares were invested by Ningbo Meishan free trade port Xinsha Hongyun Investment Management Co., Ltd. on October 22, 2021
The company (hereinafter referred to as "Xinsha Hongyun") won the bid and has completed the transfer registration procedures. According to Shenzhen Securities Exchange
According to article 6.6.11 of the guidelines for the standardized operation of listed companies of the exchange, Xinsha Hongyun, the winner, is the compensation obligor
The number of redeemed shares is 22849909, which has been repurchased by the company at a total price of 1 yuan and will be put into operation on December 9, 2021
China Securities Depository and Clearing Co., Ltd. Shenzhen Branch has completed the cancellation procedures.
According to the provisions of the profit compensation agreement, the company will pay back the total price of RMB 1.00 on January 6, 2022
Purchase 390494540 shares compensated by four compensation obligors: zangge investment, Yonghong industry, Xiao Yongming and Lin Jifang
And cancel it. After reduction, the total share capital of the company is 1580435073 shares.
As of the disclosure date of this announcement, the total share capital of the company is 1580435073 shares, including shares with limited sales conditions
1106948913 shares, accounting for 70.04% of the total share capital of the company, and 473486160 shares without sales conditions,
Accounting for 29.96% of the total share capital of the company.
2、 Commitments and performance made by the holders of tradable restricted shares this time
The shareholders of the company applying for lifting the restrictions on sales this time include zangge investment, Yonghong industry, Xiao Yongming, Lin Jifang and Xin
Sha Hongyun. The main commitments involved by the holders of tradable restricted shares are as follows:
Performance of commitment by the commitment party
The shares of the listed company obtained from the purchase of assets due to this issuance of shares shall be subject to the completion of such performance. The shares shall not be transferred within 36 months from the date of listing. When the lock up period of these shares expires for months, and Zangger investment and Yonghong are full, if the company performs the share compensation obligation to the listed company due to Zangger potash's failure to meet the four compensation obligors under the profit compensation agreement and has fulfilled the net profits of 2016, industry and xiaonuo in 2017 and 2018, it promises to compensate Yongming If such share compensation obligations have not been fulfilled, the above lock up period shall be extended to the share repurchase cancellation obligation, and the lock up period shall automatically extend to the date when the share compensation obligations are fulfilled. Expiration.
Zangger investment promises that the deduction realized by Zangger potash in 2016, 2017 and 2018 has been fulfilled. The predicted net profits of four compensation funds such as Zanger investment and Yonghong's non operating profits and losses are 1144938900 yuan respectively, and the obligors have fulfilled 1502452300 yuan and 1627497600 yuan in 2016, 2017, industry and Xiao respectively. If the company fails to meet the 2018 performance commitment, the compensation for share repurchase of Yongming and linli commitments shall be compensated in accordance with the relevant provisions of the profit compensation agreement. Cancellation obligations. Ji Fang
After verification, Guosen Securities Co.Ltd(002736) believes that as of the date of issuance of this verification opinion, this application for lifting the restrictions on the sale of shares
The shareholders of have not violated the above commitments.
3、 The listing arrangement of restricted shares was lifted
1. The listing and circulation date of restricted shares is Thursday, January 13, 2022;
2. The total number of tradable shares this time is 1051908670, accounting for 66.56% of the total share capital of the company; 3. The listing and circulation of restricted shares are as follows:
Name of sequential shareholders number of shares (shares) proportion of the number of shares whose sales restrictions are lifted this time to the number of Pledged Shares (shares) whose sales restrictions are not limited to the total share capital number of shares (shares)
1. Zangger investment 577116450 577116450 121.89% 36.51% 577116450
2 Yonghong industry 259326563 54.77% 16.41% 259326563
3 Xiao Yongming 155643647 155643647 32.87% 9.85% 155643647
4 Lin Jifang 3504699 1671919 0.35% 0.11% 0
5 Xinsha Hongyun 73441891 58150091 12.28% 3.68% 0
Total 1051908670 222.16% 66.56% 992086660
4、 Changes in share capital structure and shareholders' shareholding
The share capital structure before and after the lifting of the restrictions is as follows:
Share type: number of shares changed this time before the restricted shares are listed and circulated this time proportion of shares after the restricted shares are listed and circulated this time proportion of shares
1、 Restricted sales conditions: 1106948913 70.04% - 1051908670 55040243 3.48% of outstanding shares
1. Senior management lock up shares 16500 0 0 16500 0
2. Restricted shares after IPO 1106932413 70.04% - 1051908670 55023743 3.48%
2、 Unlimited sales conditions 473486160 29.96% + 1051908670 1525394830 96.52% of outstanding shares
3、 Total shares 1580435073 100% 0 1580435073 100%
5、 Verification opinions of independent financial advisor
After verification, Guosen Securities Co.Ltd(002736) believes that as of the date of issuance of this verification opinion, this application for lifting the restrictions on the sale of shares
The shareholders of the company have not violated their commitments.
The listing and circulation of restricted shares of Zangger mining meets the requirements
The company law, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions. Guosen Securities Co.Ltd(002736) to Zangger mining
There is no objection to the listing and circulation of restricted shares.
(no text below)
[there is no text on this page, which is the signature page of Guosen Securities Co.Ltd(002736) verification opinions on the lifting of restrictions on sale and listing and circulation of some restricted shares issued by Zanger Mining Co., Ltd.] sponsor of Financial Consultant:
Luo Xiaowei, sun Jianhua
Guosen Securities Co.Ltd(002736) mm / DD / yy
