Huatai United Securities Co., Ltd
About Jiangsu Eastern Shenghong Co.Ltd(000301)
Verification opinions on the listing and circulation of non-public offering shares and restricted shares
Huatai United Securities Co., Ltd. (hereinafter referred to as "continuous supervision organization" and "Huatai United Securities") as the continuous supervision organization of Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as " Jiangsu Eastern Shenghong Co.Ltd(000301) ", "company" and "listed company") for non-public offering of shares in 2020, In accordance with the provisions of the securities law of the people's Republic of China, the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, the listing and circulation of Jiangsu Eastern Shenghong Co.Ltd(000301) restricted shares in this non-public offering has been reviewed and verified, The details are as follows: I. non public offering of shares by the company
Approved by the reply on approving Jiangsu Eastern Shenghong Co.Ltd(000301) non-public offering of shares (zjxk [2020] No. 655) of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the Jiangsu Eastern Shenghong Co.Ltd(000301) non-public offering of 805810644 RMB ordinary shares to 15 specific investors including Shenghong (Suzhou) Group Co., Ltd. The above new shares were listed on Shenzhen Stock Exchange on July 15, 2020. After this issuance, the total share capital of the company increased from 4029053222 shares to 4834863866 shares. The details are as follows:
No. number of shares to be issued (shares) restricted period
1 Shenghong (Suzhou) Group Co., Ltd. 334821428 18 months
2 Cathay Pacific Fund Management Co., Ltd. 34375000 6 months
3 Xiamen Xiangyu Co.Ltd(600057) Group Co., Ltd. 83705357 6 months
4 Guosen Securities Co.Ltd(002736) 17857142 6 months
5 Zhejiang CHUANHUA Chemical Group Co., Ltd. 44642857 6 months
6 Guotai Junan Securities Co.Ltd(601211) 22321428 6 months
7 Golden Eagle Fund Management Co., Ltd. 15625000 6 months
8 Citic Securities Company Limited(600030) 23437500 6 months
9 Zhou Lei 22321428 6 months
10 Jiangsu Yingxiang Chemical Fiber Co., Ltd. 2187500 6 months
11 CAITONG Fund Management Co., Ltd. 16071428 6 months
No. number of shares to be issued (shares) restricted period
12 Huaxia Fund Management Co., Ltd. 30803571 6 months
13 Huatai Asset Management Co., Ltd. - Huatai preferred No. 3 stock 15625000 6 months
Pension products
14 Zhongyi Asset Management Co., Ltd. - dingzeng Youyi No. 36 Zi 111607142 6 months
Production management products
15 Hangzhou Jinxi investment partnership (limited partnership) 10721363 6 months
Total 805810644
2、 Changes in share capital of the company
On March 22, 2021, the company publicly issued convertible corporate bonds (bonds referred to as "Shenghong convertible bonds", bond code "127030") and was listed and traded in Shenzhen Stock Exchange from April 21, 2021, with a term of 6 years. "Shenghong convertible bonds" can be converted into shares of the company from September 27, 2021. As of December 31, 2021, due to the conversion of some "Shenghong convertible bonds" into A-share common shares of the company, the total share capital of the company has been changed to 4834960195 shares.
In addition to the above matters, since the company's non-public offering, the company has no other events leading to the change of the number of share capital.
3、 Implementation of commitments by shareholders applying for lifting share restrictions
The shareholder applying for lifting the share restriction this time is Shenghong (Suzhou) Group Co., Ltd. Shenghong (Suzhou) Group Co., Ltd. made the following commitments when the company issued non-public shares:
Commitment content commitment period performance type of shares are limited to the shares subscribed by zhongshenghong (Suzhou) Group Co., Ltd
Selling commitment the shares issued this time shall not be transferred within 18 months from the date of listing. To normal performance 2022-01-14
As of the date of issuance of this verification opinion, the shareholders applying for lifting the share restriction have strictly fulfilled the above commitments during the restriction period.
4、 Description of shareholders' continuing to fulfill their commitment not to reduce their holdings
The company issues shares and pays cash to purchase 100% equity of Jiangsu silbang Petrochemical Co., Ltd. (hereinafter referred to as "silbang") and raise supporting funds. As of the date of issuance of this verification opinion, the transfer of the underlying assets has been completed and the registration of new shares is being handled.
In this restructuring, Shenghong (Suzhou) Group Co., Ltd. made the following commitments:
Commitment content commitment period performance type
The company / I will not reduce the shares of the listed company held by the company / me from the date of resumption of the reorganization to the completion of the implementation of the reorganization, nor from the date of listing to the completion of the implementation
Plans for the company's shares. Completion period
1. The shares of the listed company held by the company / myself before this restructuring are from
Within 18 months from the date when the counterparty of this restructuring obtains the shares of the listed company
It shall not be transferred, except for the transfer of shares of the listed company to other main entities controlled by the actual controller of the company / myself. 2. After the completion of the reorganization and the expiration of the restricted sale period, the transfer and trading of such shares shall be handled in accordance with the laws and regulations that are effective from the reorganization transaction and the reduction of new shares, as well as the regulations and rules of the China Securities Regulatory Commission and the Shenzhen Securities Exchange on the acquisition of listed public shares. After the completion of this transaction, the shares of the listed company increased by me based on the shares held by the listed company before this transaction due to the share distribution of the listed company and the implementation of the share capital within months after the conversion shall also abide by the above lock-in commitment.
If the above arrangement of the restricted sale period is inconsistent with the latest regulatory opinions of the securities regulatory authority
If not, it will be adjusted accordingly according to relevant regulatory opinions.
5、 Application for lifting the occupation of non operating funds of the listed company by the shareholders of restricted shares, the illegal guarantee of the listed company to the shareholders, etc
As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares did not occupy the company's funds for non-profit purposes, and the company did not guarantee them in violation of regulations.
6、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of restricted shares is Monday, January 17, 2022.
2. The total number of tradable shares this time is 334821428, accounting for 6.93% of the total shares of the company. 3. A total of 1 shareholder and 1 securities account were lifted this time.
4. The listing and circulation of restricted shares are as follows:
The name of the listed shareholders whose shares can be frozen this time and the number of Limited shares held by them the proportion of the number of shares (shares) of the company's shares (shares) to the total share capital (shares) (%)
1 Shenghong (Suzhou) Group Co., Ltd. 334821428 334821428 6.93% 0
department
Total 334821428 334821428 6.93% 0
7、 The share capital structure of the listed company after the restriction is lifted this time
Before and after the sales restriction is lifted this time
Project changes
Quantity (share) proportion quantity (share) proportion
1、 Restricted tradable shares 3103046968 64.18% - 334821428 2768225540 57.25%
2、 Unlimited sale and circulation of 1731913227 35.82% 334821428 2066734655 42.75% shares
3、 Total share capital 4834960195 100.00% - 4834960195 100.00%
8、 Verification opinions of continuous supervision organization
The number of restricted shares and the listing and circulation time of the company's restricted shares this time meet the requirements of relevant laws, regulations and normative documents such as the securities law of the people's Republic of China, the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and so on. The application for lifting the ban of tradable shares with limited sales conditions meets the relevant provisions. The shareholders who lifted the restricted shares strictly fulfilled their commitments made during the non-public offering. As of the date of issuance of this verification opinion, the information disclosure of the circulation and listing of restricted shares is true, accurate and complete. The continuous supervision organization has no objection to the company's application for listing and circulation of restricted shares.
(the following is the signature and seal page of the verification opinions of Huatai United Securities Co., Ltd. on the listing and circulation of Jiangsu Eastern Shenghong Co.Ltd(000301) restricted shares of non-public development banks) sponsor representative:
Jiang Haiyang, Li Yongwei
Huatai United Securities Co., Ltd. mm / DD / 2022
