Guosen Securities Co.Ltd(002736)
About Zhejiang Zhengguang Industrial Co.Ltd(301092)
Verification opinions on the listing and circulation of offline placement and restricted shares in the initial public offering
Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " or "sponsor") as a sponsor of Zhejiang Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as " Zhejiang Zhengguang Industrial Co.Ltd(301092) " and "company") for initial public offering of shares and listing on GEM, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business, and the provisions on the listing of shares on the gem of Shenzhen Stock Exchange, the listing and circulation of Zhejiang Zhengguang Industrial Co.Ltd(301092) initial public offering offline placement restricted shares were verified, and this verification opinion was issued. The verification is as follows:
1、 Overview of IPO offline placement shares
According to the reply on Approving the registration of Zhejiang Zhengguang Industrial Co.Ltd(301092) initial public offering (zjxk [2021] No. 2803) issued by the China Securities Regulatory Commission on August 27, 2021, the company issued 3333333334 ordinary shares in RMB for the first time and was listed on the gem of Shenzhen Stock Exchange on November 2, 2021. Before the IPO, the total share capital of the company was 100000000 shares. After the IPO, the total share capital of the company was 133333334 shares. Among them, 31614501 tradable shares with unlimited sales conditions accounted for 237109% of the total share capital after issuance, and 101718833 tradable shares with limited sales conditions accounted for 762891% of the total share capital after issuance.
The restricted shares listed and circulated this time belong to the offline placement restricted shares of the initial public offering. The restricted period is 6 months from the date of the initial public offering and listing of the company. The number of offline placement restricted shares listed and circulated this time is 1718833 shares, accounting for 1.2891% of the total share capital of the company, The listing date is May 2, 2022 (as it is a non trading day, it will be postponed to May 5, 2022. For details, see the company's website on cninfo (www.cn. Info. Com. CN.) on November 2, 2021) Listing announcement of initial public offering and listing on the GEM) disclosed on the. After the initial public offering of offline placement restricted shares was listed and circulated, there were 100000000 restricted shares remaining, accounting for 750000% of the total share capital of the company.
Since the listing of the company, the company has not conducted additional share issuance, repurchase cancellation, distribution of stock dividends or conversion of capital reserve into share capital, resulting in changes in the company's shares.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
According to the company's announcement on initial public offering and listing on the gem, the offline issuance part adopts the proportional sales restriction method, and the sales restriction period of 10% (rounded up) of the number of shares allocated to offline investors is 6 months from the date of the company's initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The number of shares to be sold in the next 10 months after the issuance of shares in the Shenzhen stock exchange is 8833% of the total number of shares to be sold in the next 10 months after the date of listing, accounting for 881% of the total number of shares limited to be sold in the next 10 months after the issuance of shares in the Shenzhen Stock Exchange.
In addition to the above commitments, the shareholders of offline placement restricted shares applying for listing and circulation have no other special commitments. As of the disclosure date of this announcement, the shareholders applying for lifting the restrictions on sale have strictly fulfilled the above commitments, and there is no situation that the non performance of relevant commitments affects the listing and circulation of the restricted shares.
The shareholders applying for lifting the restrictions on sales did not occupy the company's funds for non-profit purposes, and the company did not provide them with illegal guarantees.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the shares subject to the lifting of restrictions is May 5, 2022.
The number of shares released this time accounted for 1712881% of the total share capital of the company.
3. The number of shareholders applying for lifting the restrictions on the sale of shares this time is 8099.
4. Details of the lifting of restrictions on the sale and listing of shares:
Unit: shares
Number of restricted shares held by name of sequential shareholders proportion of restricted shares in total capital stock of the remaining restricted numbers released this time number of shares sold
1 IPO offline 17188331.2891% 17188330 placing restricted shareholders
Note: there is no pledge or freezing of the restricted shares this time; Among the shareholders who lifted the restricted shares of the company this time, no shareholder served as a director, supervisor or senior manager of the company at the same time, and no shareholder was a former director, supervisor or senior manager of the company and resigned for less than half a year.
4、 Statement of changes in equity structure
After the restrictions on the sale of restricted shares are lifted, the changes in the company's equity structure are as follows:
Unit: shares
Category before this change this change after this change
Proportion of shares (%)
1、 Restrictions on sales 101718833762891 - 17188331000 Shenzhen Quanxinhao Co.Ltd(000007) 50000 tradable shares
Including: initial 17188331.2891 - 1718833 - post restricted shares
Limited sales of 1000 Shenzhen Quanxinhao Co.Ltd(000007) 50000 -- 1000 Shenzhen Quanxinhao Co.Ltd(000007) 50000 shares before IPO
2、 Unlimited sale of 316145012371091718833 - 33333334250000 conditional tradable shares
3、 Total share capital 133333334100% - 133333334100%
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the shareholders of offline placement Restricted Shares applied for listing and circulation of the company have strictly fulfilled the corresponding share locking commitments; The number of offline placement restricted shares and matters related to the listing and circulation of the company's application for listing and circulation this time comply with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance and listing recommendation business, the Shenzhen Stock Exchange gem stock listing rules and so on; The company's information disclosure on the listing and circulation of restricted shares is true, accurate and complete.
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(there is no text on this page, which is the signature page of Guosen Securities Co.Ltd(002736) opinions on the verification of the listing and circulation of Zhejiang Zhengguang Industrial Co.Ltd(301092) IPO offline placement restricted shares)
Sponsor representative:
Jin Jun, Yan Kai
Guosen Securities Co.Ltd(002736) MM DD YY
