Huatai United Securities Co., Ltd
About Utour Group Co.Ltd(002707)
Issuing shares to purchase assets and related party transactions, and listing and circulation of some restricted shares
Special verification opinions
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” or “independent financial consultant”) as an independent financial consultant for Utour Group Co.Ltd(002707) (hereinafter referred to as “company” and ” Utour Group Co.Ltd(002707) “) issuing shares to purchase assets and related party transactions (hereinafter referred to as “this transaction”), in accordance with the company law of the people’s Republic of China The relevant provisions of laws, regulations, departmental rules and normative documents such as the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies and the stock listing rules of Shenzhen Stock Exchange have carefully verified the lifting of restrictions on the sale and listing and circulation of restricted shares of Utour Group Co.Ltd(002707) This trading department, The specific verification is as follows:
1、 Basic information of the shares whose sales restrictions are lifted this time
Approved by the reply on approving Utour Group Co.Ltd(002707) issuing shares to Guo Hongbin and others to purchase assets (zjxk [2018] No. 1873) of the CSRC, Utour Group Co.Ltd(002707) issued 32225179 shares to Guo Hongbin, 244039 shares to Lu Yong, 244039 shares to he Jingwei, 244039 shares to Su Jie, 244039 shares to Zhang Yiman Issue 244039 shares to Li Shuang to purchase 30% equity of Zhuyuan International Travel Agency Co., Ltd. The above new shares were listed on January 16, 2019.
These shares are locked from the date of listing, as follows:
Lock up period of shares (shares) issued by the counterparty
All new shares shall be locked within 12 months from the date of listing. When Guo Hongbin 32225179 expires 12 months, 24 months and 36 months from the date of listing of new shares, the unlocking ratio shall be 50%, 30% and 20% (when unlocking, less than one share shall be rounded down).
Lu Yong 244039
He Jingwei 244039 has a lock-in period of 12 months
Su Jie 244039
Li Shuang 244039
Total 33445374
After the listing of the above restricted shares, there was no increase in the company’s shares due to Utour Group Co.Ltd(002707) bonus shares, conversion of share capital and other reasons.
2、 Performance of commitments related to this restructuring
1. Commitment letter on share lock up period
Guo Hongbin promises: 1 The newly added shares of Utour Group Co.Ltd(002707) obtained by me through the purchase of assets through this issuance of shares shall be locked within 12 months from the date of listing of the newly added shares and unlocked in three years. At the expiration of 12 months, 24 months and 36 months from the date of listing of the newly added shares, the unlocking proportion shall be 50%, 30% and 20% (when unlocking, less than one share shall be rounded down). 2. During the share lock up period, the number of shares increased due to Utour Group Co.Ltd(002707) bonus shares, conversion of share capital and other reasons shall also abide by the above commitments. 3. If my agreement on the above share lock period is inconsistent with the latest regulatory opinions of securities regulatory authorities such as CSRC or Shenzhen Stock Exchange or the provisions or requirements of relevant government departments, I agree to adjust the share lock period accordingly according to the regulatory opinions of relevant securities regulatory authorities or the provisions or requirements of relevant government departments at that time. In case of violation of the above statements and commitments, I will bear corresponding legal liabilities.
Performance of commitments:
Strictly perform, and there is no violation of commitments. The company handled the share locking procedures for the Utour Group Co.Ltd(002707) new shares obtained by Guo Hongbin on January 11, 2019, and this part of the shares were listed on January 16, 2019. As of January 16, 2022, 36 months have expired since the listing of new shares.
Lu Yong, he Jingwei, Su Jie, Zhang Yiman and Li Shuang promise: 1 The newly added shares of Utour Group Co.Ltd(002707) obtained by me through the purchase of assets through this issuance of shares shall be locked within 12 months from the date of listing of the newly added shares and unlocked at the expiration of 12 months from the date of listing of the newly added shares. 2. During the share lock up period, the number of shares increased due to Utour Group Co.Ltd(002707) bonus shares, conversion of share capital and other reasons shall also abide by the above commitments. 3. If my agreement on the above share lock period is inconsistent with the latest regulatory opinions of securities regulatory authorities such as CSRC or Shenzhen Stock Exchange or the provisions or requirements of relevant government departments, I agree to adjust the share lock period accordingly according to the regulatory opinions of relevant securities regulatory authorities or the provisions or requirements of relevant government departments at that time. In case of violation
Performance of commitments:
Completed. On January 11, 2019, the company handled the share locking procedures for the Utour Group Co.Ltd(002707) new shares obtained by Lu Yong, he Jingwei, Su Jie, Zhang Yiman and Li Shuang. This part of the shares were listed on January 16, 2019 and circulated on January 16, 2020.
2. Other commitments
All counterparties of this transaction have issued (1) statement and commitment letter on the authenticity, accuracy and completeness of information provided, (2) commitment letter on ensuring the independence of listed companies, (3) commitment letter on avoiding horizontal competition, (4) commitment letter on regulating connected transactions, (5) commitment letter on asset ownership (6) The statement and commitment letter on no illegal act, (7) the commitment letter on no insider trading, (8) Guo Hongbin and Zhang Yiman also issued the explanatory letter on the share reduction plan from the date of resumption of the issue of shares to purchase assets to the completion of the implementation.
As of the date of issuance of this verification opinion, the promisor has not violated the above commitments.
The specific contents of the above commitments are detailed in the report on Utour Group Co.Ltd(002707) issuing shares to purchase assets and related party transactions disclosed by Utour Group Co.Ltd(002707) on November 20, 2018
3、 Application for lifting restricted shares this time
1. A total of one shareholder applied for lifting the restrictions on sales, and the number of Shares applied for lifting the restrictions on sales was 6445037, accounting for 0.7111% of the total share capital of the company.
2. Since January 16, 2022 (Sunday) is a non trading day, the listing and circulation date of the restricted shares will be postponed to January 17, 2022 (Monday).
3. Details of the lifting of restrictions on sale and listing and circulation of shares:
Whether the initial shares held in this application for lifting the pledge and freeze of shares are based on high
Number of restricted shares after shareholder’s name (shares) settlement (shares) identity locking remarks
(shares)
Guo Hongbin 32225179 6445037 0 is converted to senior management locking shares
Note: Guo Hongbin is a shareholder holding more than 5% of the company’s shares. He is currently the vice chairman of the company. After the share restriction is lifted, his shares will continue to comply with the requirements for the locking of directors, supervisors and senior executives, that is, after the share restriction is lifted, the nature of his shares will be changed from the restricted shares after the IPO to the senior executives’ locked shares.
4、 Statement of changes in shares
Before and after the change
Project changes (+, -)
Number of shares proportion of shares
1、 Restricted sales conditions: circulating 169695677 18.72% – 169695677 18.72% shares / non circulating shares
Restricted shares after IPO: 0.71% – 6445037 —
Executive locking shares 163250640 18.01% + 6445037 169695677 18.72%
2、 Non tradable shares 736649731 81.28% – 736649731 81.28%
3、 Total share capital 906345408 100.00% – 906345408 100.00%
Note: as the “Zhongxin convertible bonds” issued by the company is in the stock conversion period, as of January 12, 2022, the total share capital of the company has been changed from 906345282 shares to 906345408 shares.
5、 Verification opinions of the financial advisor
After verification by the independent financial adviser, as of the date of issuance of this verification opinion, Utour Group Co.Ltd(002707) the shareholders applying for lifting the share restriction have strictly fulfilled the relevant commitments. Utour Group Co.Ltd(002707) the listing and circulation of restricted shares complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations.
The independent financial advisor has 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 the special verification opinions of Huatai United Securities Co., Ltd. on Utour Group Co.Ltd(002707) issuing shares to purchase assets and listing and circulation of some restricted shares in related party transactions) financial advisor sponsor:
Huang Junjie, Chen Yitong
Huatai United Securities Co., Ltd. January 13, 2021
