China Securities Co.Ltd(601066)
About China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035)
Verification opinions on the listing and circulation of issued shares before initial public offering
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) is a sponsor of initial public offering and listing of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) (hereinafter referred to as ” China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) ” or “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 13 – recommendation business, Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other relevant provisions, The listing and circulation of issued shares prior to the initial public offering of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) has been carefully verified. The details are as follows:
1、 Overview of shares issued before IPO
Approved by the reply on approving China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) initial public offering of shares (zjxk [2020] No. 3623) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company issued 757 RMB common shares (A shares) for the first time; With the consent of Shenzhen Stock Exchange’s notice on the listing of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) RMB common shares (SZS [2021] No. 74), the company’s initial public offering of RMB common shares was listed on Shenzhen Stock Exchange on January 19, 2021.
The total share capital of the company before the initial public offering was 3030 shares; After the initial public offering, the total share capital is 378787 shares. After the sale restrictions are lifted this time, the number of shares whose sale restrictions have not been lifted is 2151818182, accounting for 56.81% of the total share capital of the company, and the number of shares with unlimited sale conditions is 163600605, accounting for 43.19% of the total share capital of the company.
From the date of listing to the date of disclosure of this announcement, there has been no change in the company’s shares due to additional share issuance, repurchase cancellation, distribution of stock dividends or conversion of capital reserve into share capital, and the total share capital of the company has not changed. 2、 Implementation of commitments by shareholders applying for lifting share restrictions
The shareholders applying for lifting the share restriction are Guangdong Energy Group Co., Ltd. (hereinafter referred to as “Guangdong energy group” or “the shareholder”), Guangdong Guangye Green Fund Management Co., Ltd. (hereinafter referred to as “Guangye green fund” or “the shareholder”), Tbea Co.Ltd(600089) (hereinafter referred to as ” Tbea Co.Ltd(600089) ” or “the shareholder”) Guangzhou Zhiguang Electric Co.Ltd(002169) (hereinafter referred to as ” Guangzhou Zhiguang Electric Co.Ltd(002169) ” or “the shareholder”), Guangdong Environmental Protection Group Co., Ltd. (hereinafter referred to as “Guangdong Environmental Protection Group” or “the shareholder”, formerly known as “Guangdong Guangye Group Co., Ltd”).
(I) commitments made in the listing announcement and relevant documents by the shareholders applying for lifting the restrictions on the sale of shares
Commitment type and content of commitment party
1. Within 12 months from the date of listing of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares, it shall not transfer or entrust others to manage the shares issued before China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) public offering held directly or indirectly by its shareholders, Nor will China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) repurchase the shares issued before China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) public offering held directly or indirectly by the shareholder
Copies;
2. If the shareholder reduces its shares after the expiration of the share lock-up period, it will comply with the relevant provisions of China Securities Guangdong energy group, Guangzhou Industry Regulatory Commission and Shenzhen Stock Exchange on shareholder reduction, and carry out reasonable reduction on the sale restriction of green fund and special transformation power; Industry, Guangzhou Zhiguang Electric Co.Ltd(002169) , Guangdong arrangement, voluntary 3. If the shareholder reduces its China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares, it will comply with the provisions of China Securities Regulatory Commission and Shenzhen stock exchange during the lock-in period of Shenzhen environmental protection group, and perform the obligation of information disclosure in a timely and accurate manner; 4. The shareholder will strictly fulfill the above commitments. If the above commitments are not fulfilled, the proceeds from the transfer of shares will be recovered by China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) , and the shareholder will bear all legal liabilities and be punished by the securities regulatory authorities and Shenzhen Stock Exchange. If laws, regulations, rules, normative documents and securities regulatory authorities or Shenzhen Stock Exchange have different provisions on the relevant responsibilities and consequences of relevant subjects violating the above commitments, the shareholder voluntarily and unconditionally complies with these provisions.
1. After the expiration of the lock-in period of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares held by the shareholder (i.e. within 12 months from the date of listing of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares), the shareholder will, on the premise of compliance with laws and regulations, in combination with the overall situation of the securities market China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) determine whether to reduce holdings according to specific conditions such as business performance, stock trend and their own needs;
2. If the shareholder decides to reduce its China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares, the shareholder will notify China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) in advance of the shareholding information of Guangdong energy group and Guangye, such as the intention to reduce its shares and the number to be reduced, in accordance with laws and regulations, and China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) will timely announce the green fund, Guangdong Environmental Protection intention and reduction, Three trading days from the date of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) announcement, the shareholder may hold the intention of the group to reduce China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares;
3. The reduction of China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) shares held by the shareholder will be in accordance with laws, regulations and several provisions on reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, And the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
In case of any change in relevant laws, regulations, rules of the CSRC, normative documents and rules of the stock exchange, the provisions in force at that time shall prevail;
4. The shareholder will strictly fulfill the above commitments. If it fails to fulfill the above commitments, it will be transferred to
The income from the stock will be recovered by China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) , and the shareholder will bear all legal liabilities and accept the punishment of the securities regulatory authorities and Shenzhen Stock Exchange. If laws, regulations, rules, normative documents and securities regulatory authorities or Shenzhen Stock Exchange have different provisions on the relevant responsibilities and consequences of relevant subjects violating the above commitments, the shareholder voluntarily and unconditionally complies with these provisions.
1. The shareholder will fulfill China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) the commitments disclosed in the prospectus of this offering according to law;
2. If the shareholder fails to fulfill the commitments disclosed in the prospectus, the shareholder will publicly explain the specific reasons for the failure in the China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) general meeting of shareholders and the newspapers and periodicals formulated by the CSRC, and apologize to the shareholders and public investors Guangdong energy group and Guangdong industry for the failure, And put forward supplementary or alternative commitments to China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) investors, which are promised by green fund and Guangdong Environmental Protection bank, so as to protect the rights and interests of investors as much as possible;
Group binding measures 3. If the investor suffers losses in the South grid energy stock trading due to the shareholder’s failure to fulfill relevant commitments, the shareholder will compensate the investor for relevant losses according to law. If the shareholder does not bear the above liability for compensation, the shares issued before the listing of this offering held by the shareholder shall not be transferred until the shareholder has fulfilled the above liability for compensation, At the same time China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) has the right to deduct the cash dividends distributed to the shareholders to bear the above liability.
(II) the commitments made in the prospectus are consistent with those made in the listing announcement. (III) in addition to the above commitments, the shareholders applying for lifting the restrictions on the sale of shares do not have any commitments made in the process of the company’s acquisition and equity changes, other subsequent additional commitments, statutory commitments and other commitments.
(IV) all shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments and have not violated the above commitments.
(V) none of the shareholders applying for lifting the restrictions on the sale of shares has occupied the funds of the listed company for non-profit, and the company has not provided any illegal guarantee for them.
3、 The listing and circulation arrangement of restricted shares is lifted this time
(I) the listing and circulation date of the restricted shares this time: Wednesday, January 19, 2022.
(II) the number of restricted shares released this time is 87848 shares, accounting for 23.19% of the total share capital of the company. (III) the number of shareholders applying for lifting the restrictions on the sale of shares this time is 5.
(IV) details of the lifting of restrictions on the sale and listing of shares are as follows:
No. full name of shareholders total number of restricted shares (shares) quantity (shares) of remarks on lifting the restriction this time
1 Guangdong Energy Group Co., Ltd. 400000000
2 Guangdong Guangye Green Fund Management Co., Ltd. 150303030
3 Tbea Co.Ltd(600089) 150,303,030 150,303,030
4 Guangzhou Zhiguang Electric Co.Ltd(002169) 107,878,788 107,878,788
5 Guangdong Environmental Protection Group Co., Ltd. 70000000
Total 87848 87848
(V) after the above shareholders’ shares are released from the restriction on sale and listed for circulation, the company will continue to pay attention to the reduction of shares held by relevant shareholders, urge relevant shareholders to strictly abide by the provisions of relevant laws, regulations and normative documents and relevant commitments, and timely fulfill the obligation of information disclosure.
4、 Changes in share capital structure
The changes in the company’s share capital structure after the lifting of restrictions on the sale and listing of shares are shown in the following table:
Share type before this change and after this change
Number (share) proportion number (share) number (share) proportion (%)
1、 Unlimited sales terms 757 20.00% 87848 163600605 43.19% circulating shares
2、 Sales restriction conditions: 3030 80.00% – 87848 2151818182 56.81% of outstanding shares
