China Merchants Securities Co.Ltd(600999)
About Dongrui Food Group Co.Ltd(001201)
Verification opinions on the listing and circulation of issued shares before initial public offering
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as "sponsor" or " China Merchants Securities Co.Ltd(600999) ") as a sponsor of Dongrui Food Group Co.Ltd(001201) (hereinafter referred to as " Dongrui Food Group Co.Ltd(001201) " or "company") for initial public offering, listing and continuous supervision, in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - sponsor business, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions have carefully verified the listing and circulation of Dongrui Food Group Co.Ltd(001201) issued shares before the initial public offering. The specific circumstances are as follows: I. overview of issued shares before the initial public offering
(I) initial public offering of shares
Approved by the reply on approving Dongrui Food Group Co.Ltd(001201) initial public offering of shares (zjxk [2021] No. 1009) of China Securities Regulatory Commission, the company issued 31670000 RMB common shares (A shares) for the first time. Approved by the notice on the listing of Dongrui Food Group Co.Ltd(001201) RMB common shares (SZS [2021] No. 438) of Shenzhen Stock Exchange, the company was listed and traded on the main board of Shenzhen Stock Exchange on April 28, 2021. Before the initial public offering, the total share capital of the company was 95000000 shares. After the issuance, the total share capital of the company was changed from 95000000 shares to 126670000 shares. (II) changes in share capital after listing
On June 11, 2021, the 2020 annual general meeting of shareholders held by the company deliberated and approved the proposal on the company's 2020 profit distribution and capital reserve converted into share capital, which agreed that the company would distribute cash dividends of 10 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of 126670000 shares after the initial public offering, and increase 4 shares for every 10 shares to all shareholders with capital reserve, A total of 50668000 shares were added.
On June 18, 2021, the company disclosed the announcement on the implementation of Dongrui Food Group Co.Ltd(001201) 2020 annual equity distribution, based on the total share capital of 126670000 after the increase of share capital by the company's initial public offering
Based on the number of shares, the company distributed 10 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 126.67 million yuan. At the same time, the company increased 4 shares for every 10 shares to all shareholders with the capital reserve, and the total number of shares was changed from 126670000 shares to 177338000 shares.
As of the date of issuance of this verification opinion, the total share capital of the company is 177338000 shares, and the tradable shares with restricted sales conditions are 133000000 shares, accounting for 75.00% of the total share capital of the company; The number of shares with no sale conditions is 44338000, accounting for 25.00% of the total share capital of the company. The restricted shares released this time are 35362880 shares, accounting for 19.94% of the total share capital of the company. 2、 Implementation of commitments by shareholders applying for lifting share restrictions
The shareholders applying for lifting the share restriction are pan Ruxi, Qi Liangguo, Li Zhenquan, Li Yingxian, Wang Zhanxiang, Huang Wenhuan, Heyuan zhaoeucalyptus investment partnership (limited partnership), Heyuan Dongqi investment partnership (limited partnership) and Heyuan Guangxuan investment partnership (limited partnership).
1. When the company issued its shares to the public for the first time and listed on the main board of Shenzhen Stock Exchange, the relevant commitments made by the relevant shareholders applying for lifting the restrictions on the sale of shares to the listing and circulation of the restricted shares held by them are as follows:
Commitment type of commitment party commitment content commitment period performance
I will not transfer within 12 months from the date of listing of the issuer's shares
Let or entrust others to manage the distribution funds directly or indirectly held by themselves
Shares issued before the public offering of shares by pedestrians shall not be issued by the issuer
Pan Ruxi and Qi Liangxing repurchased the issuer's initial public offering directly or indirectly held by themselves
Shares issued by Guo, Li Yingxian and Huang Kai before issuing shares. After 12 months, Bi Wenhuan will abide by the regulations on shareholders, directors and supervisors of listed companies issued by the CSRC
Several provisions on the reduction of high shareholding, Shenzhen Stock Exchange
Listing Rules for pre issuance tickets, Shenzhen Stock Exchange listed company shares
Implementation of share reduction by shareholders, directors, supervisors and senior managers of the company
Relevant provisions of the detailed rules on the flow of shares.
1. Within 12 months from the date of listing of the issuer's shares, I
Willing to lock up the shares without transfer or entrust others to manage them, and I hold them directly or indirectly
The commitment of the issuer to issue shares that have been issued before the public offering of shares is also not limited
The issuer repurchases the issuer's first shares held directly or indirectly by itself
Shares issued by Li Zhenquan and Wang Zhanxiang before the second public offering of shares. Long term effective performance
2. I am a director, supervisor and senior manager of the issuer
Shares transferred by me each year after the expiration of the aforesaid lock-in period
No more than 25% of the total shares of the issuer held by me,
Do not transfer the issuer's shares held by me within 6 months after resignation
Copies.
If I resign before the expiration of my term of office, it shall be confirmed at the time of taking office
Commitment type of commitment party commitment content commitment period performance
It will still abide by the above regulations within the term of office and within 6 months after the expiration of the term of office
State your commitment.
3. I will abide by the regulations of shareholders and directors of listed companies issued by China Securities Regulatory Commission
Several provisions on the reduction of shares held by the Supreme People's court, Shenzhen Stock Exchange
Stock listing rules, Shenzhen Stock Exchange listing company
Reduction of shares held by shareholders, directors, supervisors and senior managers of the company
Relevant provisions of the implementation rules.
Within 12 months from the date of listing of the issuer's shares, the enterprise shall not
Heyuan zhaoeucalyptus investment transfers or entrusts others to manage the direct or indirect holding of the enterprise
The shares issued before the public offering of shares by the partnership (limited issuer) shall not be included
Partnership), heyuandong, the issuer repurchases the issuer directly or indirectly held by the enterprise
Qi invests in the shares issued before the partnership's initial public offering. After completing the graduation (limited partnership) within 12 months, the enterprise will comply with the regulations of shareholders and directors of listed companies issued by the CSRC
Several provisions on the reduction of shares held by Heyuan Guangxuan Investment Supervision Co., Ltd., Shenzhen Stock Exchange
The partnership (limited liability company) is listed in the stock listing rules and the Shenzhen Stock Exchange
Reduction of shares held by shareholders, directors, supervisors and senior managers of the partnership
Relevant provisions of the implementation rules.
1. I will be listed in accordance with the issuer's initial public offering
The "letter of intent on offering" and various commitments issued by me
The lock-in period before this issuance is required, and the relevant provisions of laws and regulations shall be strictly observed
The holding company shall not reduce its shares of the issuer within the lock-in period.
More than 5% of Pan Ruxi's shares 2. After the expiration of the lock-in period, if I intend to reduce the shares of the issuer, the shareholders who have completed the performance within 12 months will adopt centralized bidding, block trading, agreement transfer, etc
Share reduction intention and reduction in ways permitted by laws and regulations. I will strictly abide by it
Interested in the notice of the China Securities Regulatory Commission and the stock exchange on reducing
Restrictions on shareholding ratio, disclosure of information on shareholding reduction and other relevant provisions shall be prudent
Formulate a share reduction plan.
1. The prospectus of the issuer does not contain false records or misleading information
I have no doubt about the authenticity, accuracy and
Integrity shall bear individual and joint legal liabilities.
2. If the issuer's prospectus and other information disclosure materials
There are false records, misleading statements or major omissions, resulting in
With regard to the prospectus, if investors suffer losses in securities trading, I will act in accordance with the law
The statement does not exist to compensate investors for losses.
Li Zhenquan and Wang Zhanxiang make false records or mistakes after such illegal facts are recognized by the China Securities Regulatory Commission, the long-term effective performance of intermediate statements, or the stock exchange or judicial authorities
Those who have major omissions will be based on the principle of simplifying procedures, active negotiation, compensation in advance and cutting costs
Our commitment is based on the principle of protecting the interests of investors, especially small and medium-sized investors,
According to the measurable economic losses directly suffered by investors
The amount of compensation recognized by the authority shall be settled and communicated with the investors
Through mediation with investors by a third party and the establishment of Investor Compensation Fund
And accept social supervision to ensure investment
The legitimate rights and interests of those involved have been effectively protected.
Commitment type of commitment party commitment content commitment period performance
I will strictly comply with the provisions on the initial public offering of shares by the issuer and
All public commitments made by the listing shall be actively accepted by the society
The board of supervisors will supervise. If the relevant public commitments are not fulfilled, I will agree with you
We intend to take the following restrictive measures:
1. I will attend the shareholders' meeting of the issuer and the China Securities Regulatory Commission
A public statement of non-compliance with commitments in the media designated by the management committee
And apologize to shareholders and public investors.
For non performance 2. I will stop receiving salary, allowance and cash dividend (if any)
The commitments made by Li Zhenquan and Wang Zhanxiang are binding, and the shares of the issuer (if any) held by me are not being effectively fulfilled for a long time
Transfer of measures
