Sinolink Securities Co.Ltd(600109)
About Guanfu Holdings Co.Ltd(002102)
The verification opinions on the lifting of the ban on the listing and circulation of some restricted shares in major asset restructuring are in accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business in mergers and acquisitions of listed companies, and the stock listing rules of Shenzhen Stock Exchange, Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "independent financial consultant") accepted the entrustment of Guanfu Holdings Co.Ltd(002102) (hereinafter referred to as "Guanfu", "listed company" or "company") to act as the independent financial consultant of Guanfu for issuing shares and paying cash to purchase 100.00% equity of Shanghai Sumi Information Technology Co., Ltd. (hereinafter referred to as "Sumi") and raising supporting funds, The listing and circulation of restricted shares of Guanfu shares has been verified. The verification conditions and verification opinions are as follows:
1、 Issuance of restricted shares and share capital of the company this time
Approved by the reply of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on approving Guanfu Holdings Co.Ltd(002102) to issue shares to purchase assets and raise supporting funds from Yujiang jinchuangying Investment Center (limited partnership) (zjxk [2016] No. 3192), The company has issued shares and paid cash to purchase assets and raised matching funds and major asset restructuring (hereinafter referred to as "2016 major asset restructuring"):
The company issued 231478254 shares to Yujiang jinchuangying Investment Center (limited partnership) (now renamed "Shantou jinchuangying Investment Consulting Center (limited partnership)" hereinafter referred to as "jinchuangying"), 40849101 shares to Yujiang JinSu venture capital center (limited partnership) (now renamed "Shantou Jinsu Investment Consulting Center (limited partnership)" hereinafter referred to as "JinSu venture capital") Issued 34398036 shares to Chen liequan, 13667028 shares to Zhuhai Guangfa Xinde environmental protection industry investment fund partnership (limited partnership), 10510509 shares to Bian Xiaokai, 4814367 shares to Wang Quansheng, 4504509 shares to Zhang Zhong, 4193850 shares to Wanlian Tianze Capital Investment Co., Ltd Issue 278916 shares to Zhuhai Kangyuan investment enterprise (limited partnership) to purchase 100% equity of plastic rice information. Meanwhile, the company privately issued 102959061 new shares to CAI Jiaojun, Changjiang Securities Company Limited(000783) (Shanghai) Asset Management Co., Ltd., Beixin Ruifeng Fund Management Co., Ltd. and other issuing objects to raise the matching funds for the purchase of assets by issuing shares.
The 344694570 new shares issued by the company's purchase of assets were listed on Shenzhen Stock Exchange on January 20, 2017 after completing the registration procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and were tradable shares with limited sales conditions. The 102959061 new shares issued with the supporting raised funds were listed on Shenzhen Stock Exchange on March 13, 2017 after completing the registration procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and were tradable shares with limited sales conditions. After the issuance of the above shares, the total share capital of the company increased from 2186182659 shares to 2633836290 shares.
After the completion of the above major asset restructuring, the company has not changed the number of share capital due to distribution, conversion of reserve fund, etc., the total number of share capital of the company has not changed, and the application for lifting the restricted shares has not changed. 2、 Changes in the shares of the holders of the shares that can be released this time
Changes in shares after this offering
Name of shareholders holding shares subscribed for in this issuance before this issuance, number of shares held after this issuance, number of shares held now, number of shares less transfer of reserve fund
Number of shares held
Jin chuangying - 231478254231478254231478254
JinSu venture capital - 408491014084910140849101
3、 Implementation of commitments by shareholders applying for lifting the restrictions on the sale of shares this time
No. commitment content, commitment period and performance of commitment holder of restricted shares
1. The promise of providing true, accurate and complete information shall be strictly fulfilled for a long time
2. The commitment on asset ownership shall be strictly fulfilled for a long time
3. The commitment on compliance operation shall be strictly fulfilled for a long time
4. As for the commitment that there is no situation under Article 13 of the Interim Provisions, the commitment shall be strictly fulfilled for a long time
Commitment on share locking: from January 20, 2017 to May 20, 2017, the shares issued by jinchuangying and JinSu during the major asset restructuring in 2016 will not be transferred within 36 months from the date of listing. This commitment is made on January 19, 2020
After venture capital, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
6. The commitment to avoid horizontal competition with listed companies shall be strictly fulfilled for a long time
7. The commitment to reduce and standardize related party transactions with listed companies shall be strictly fulfilled for a long time
Performance commitment and compensation arrangement: 2016, 2017, 2018
In 2019, the net profit realized by plastic rice information after deducting non recurring profits and losses
8 not less than 115 million yuan, 150 million yuan, 225 million yuan and Jiangsu Jujie Microfiber Technology Group Co.Ltd(300819) 4 million yuan from 2016 to 2019. During the profit compensation period, if plastic rice information realizes the audited multi-year commitment
If the accumulated net profit is less than the promised net profit, it shall be taken in this transaction
The proportion of cash consideration and share consideration obtained shall be negotiated in the form of cash and shares
Make profit compensation as agreed in the negotiation.
4、 Whether the holders of the shares that can be released from the restriction occupy the funds of the listed company, and whether the company provides guarantees in violation of laws and regulations
The company can release the restricted shares this time. The holders do not occupy the funds of the listed company, and the company does not provide guarantees for them in violation of laws and regulations.
5、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is May 25, 2022.
2. The number of restricted shares lifted this time is 272327355 shares, accounting for 103396% of the total shares of the company.
3. The number of shareholders applying for lifting the restrictions on the sale of shares is 2.
4. Details of the lifting of restrictions on the sale and listing of shares:
Unit: shares
The number of restricted shares held by restricted shares released this time the number of shares released this time the number of shares frozen by pledge the number of restricted shares the name of the holder the proportion of the total number of shares in the total share capital of the company
example
1 jinchuangying 2314782542314782548.7887% 230499999
2 JinSu venture capital 40849101408491011.5509% 12000000
Total 272327355272327355103396% 242499999
6、 Statement of share change structure after the release of restricted shares for listing and circulation
Unit: shares
Share type before this change, increase or decrease after this change
Quantity proportion (+, -) quantity proportion
1、 Restricted tradable shares / non tradable shares) 5027 Shanghai Hongda New Material Co.Ltd(002211) 9.09% - 2723273552303728668.75%
Executive locking shares 2303728668.75% 0 00%
Restricted shares after IPO 27232735510.34% - 2723273550 00%
2、 Tradable shares without sale conditions 21311306980.91% 272327355240346342491.25%
3、 Total number of shares 2633836290100.00% 02633836290100.00%
7、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the two shareholders applying for lifting the share restriction have strictly complied with the share locking commitment; The listing of restricted shares complies with the provisions of relevant laws and regulations 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; The information disclosure of the lifting of the ban on the circulation and listing of restricted shares is true, accurate and complete; The financial consultant has no objection to the listing of the shares.
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