Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) enterprise (Group) Co., Ltd
Issue shares and pay cash to purchase assets and raise supporting funds
And non-public offering of supporting funds raised from related party transactions
Verification opinions on the listing and circulation of restricted shares
Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. (hereinafter referred to as “the independent financial consultant”) is an independent financial consultant for Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) enterprise (Group) Co., Ltd. (hereinafter referred to as ” Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) “, “listed company” or “the company”) to issue shares, pay cash to purchase assets, raise supporting funds and related party transactions (hereinafter referred to as “the transaction”), In accordance with the company law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, The non-public issuance of restricted shares by the raised matching funds of Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) This transaction, the lifting of restrictions on sales and the listing and circulation of restricted shares have been verified. The specific circumstances of the verification are as follows: I. Basic information on the acquisition of restricted shares this time
1. The type of this restricted share listing is the non-public issuance of restricted shares and the listing and circulation of restricted shares by issuing shares and paying cash to purchase assets and raising supporting funds for related party transactions.
2. Approval status
On November 16, 2020, the CSRC issued the reply on approving Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) enterprise (Group) Co., Ltd. to issue shares to Jiangsu Meile Investment Co., Ltd. to purchase assets and raise supporting funds (zjxk [2020] No. 3070), Approve the listed company to issue 25404217 shares to Jiangsu Meile Investment Co., Ltd. (hereinafter referred to as “Meile investment”), 22400702 shares to Fujida technology, 8931458 shares to song Xuechang and 6804920 shares to Dou Peizhen to purchase relevant assets; Approved listed companies to issue shares to raise matching funds of no more than 500 million yuan.
3. Share registration
Certificate of change in registration of bonds “, the registration of new shares raised by the company for supporting funds has been completed, and the number of non-public issued shares of the company is 49554013 shares.
The specific issuance conditions are as follows:
Serial issue object issue object allotment number (share number) type
1 Gu Landong natural person 2973240
2 Wang Rongsheng natural person 4955401
3 Shanghai state owned enterprise reform and development equity investment fund partnership (with other legal persons) 2973240
Limited partnership)
4 Shandong Huihan Industrial Development Co., Ltd. other legal persons 1486620
5 he Mingdong natural person 2477700
6 Zhu Xiaofang natural person 1486620
7 Wu Lixiang natural person 1486620
8 Huaxia Fund Management Co., Ltd. note fund 5450941
9 Feng Jinfa natural person 1486620
10 ubsag other legal persons 1486620
11 Li Sheng natural person 1486620
12 Zhao Yanwen natural person 1437072
13 Jiaxing Xinglv Jiajing equity investment partnership (limited partnership) other legal persons 20366699
Total 49554013
Note: Huaxia Fund Management Co., Ltd. participates in the subscription through its Huaxia Panyi regular opening of hybrid securities investment fund products for one year. 2、 Changes in the number of share capital of the company since the formation of the restricted shares
Since the formation of the aforesaid 49554013 restricted shares, the company has not carried out share allotment, conversion of provident fund into share capital and other matters, and the number of share capital has not changed.
As of the date of issuance of this verification opinion, the total number of shares of the company is 515294257. 3、 Commitments related to the listing and circulation of restricted shares (I) lock-in period arrangement
The shares issued by raising matching funds shall not be transferred within 6 months from the date of issuance. If the restricted period of the shares subscribed by the issuing object is inconsistent with the provisions of the CSRC, Shanghai Stock Exchange and other regulatory authorities, the restricted period of the issuing object shall be adjusted accordingly in accordance with the provisions of relevant regulatory authorities. After the expiration of the lock up period, the trading of shares shall be carried out in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
After the completion of the issuance, the shares of the listed company increased due to the bonus shares given by the listed company, conversion to share capital and other reasons shall also be locked in accordance with the above locking period. (II) performance of the above commitments of shareholders applying for lifting the restricted shares this time
As of the date of issuance of this verification opinion, the issuing objects of supporting funds raised by non-public offering of shares have complied with the above commitments. 4、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is Monday, January 17, 2022;
2. The number of restricted shares lifted this time is 49554013 shares, accounting for 9.62% of the total share capital;
3. The actual number of shares that can be listed and circulated this time is 49554013, accounting for 9.62% of the total share capital;
4. The number of shareholders applying for lifting the restrictions on the sale of shares is 13. The specific circumstances of lifting the restrictions on the sale of shares and listing and circulation are as follows:
The total number of restricted shares held by the name of sequential shareholders and the number of restricted shares lifted this time
No. (share) (share)
1 Gu Landong 2973240 2973240
2 Wang Rongsheng 4955401
3 Shanghai state owned enterprise reform and development equity investment base 2973240 2973240
Gold partnership (limited partnership)
4 Shandong Huihan Industrial Development Co., Ltd
5 he Mingdong 2477700
6 Zhu Xiaofang 1486620
7 Wu Lixiang 1486620
China Everbright Bank Company Limited Co.Ltd(601818) －
8. Huaxia Panyi regularly opens the hybrid type 5450941 5450941 for one year
securities investment funds
9 Feng Jinfa 1486620
10 UBSAG 1,486,620 1,486,620
11 Li Sheng 1486620
12 Zhao Yanwen 1437072
13 Jiaxing Xinglv Jiajing equity investment partnership 20366699 20366699
Business (limited partnership)
Total 49554013
5、 Changes in share capital structure before and after the listing and circulation of the shares applied for lifting the restrictions
Unit: shares
Number of shares before project change number of shares after project change
Non tradable shares 4089157 49554013 458473170
Restricted tradable shares 106375100 – 49554013 56821087
Subtotal 515294257 – 515294257
6、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) the number and listing and circulation time of the restricted shares are in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the administrative measures for major asset restructuring of listed companies and other relevant laws and regulations and the relevant rules of Shanghai Stock Exchange.
The holders of the tradable restricted shares do not have any situation that the non performance of relevant commitments affects the listing and circulation of the restricted shares.
The independent financial advisor agrees to Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) the listing and circulation of restricted shares. After the share restriction is lifted, the relevant shareholders shall also abide by the relevant provisions of the CSRC and the exchange on the reduction of shares of listed companies.
(there is no text on this page, which is the signature page of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on the verification opinions of Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) enterprise (Group) Co., Ltd. on the listing and circulation of non-public issuance of restricted shares with raised supporting funds and related party transactions by issuing shares and paying cash to purchase assets) project sponsor:
Zhong Ling, Dong Bicheng
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. mm / DD / yyyy
