Citic Securities Company Limited(600030) about Ming Yang Smart Energy Group Limited(601615)
Verification opinions on the listing and circulation of IPO restricted shares
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "the sponsor") as the sponsor of Ming Yang Smart Energy Group Limited(601615) (hereinafter referred to as " Ming Yang Smart Energy Group Limited(601615) " and "the company"), in accordance with the measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and other relevant provisions, The listed circulation of Ming Yang Smart Energy Group Limited(601615) IPO restricted shares has been carefully and prudently verified. The verification results are as follows:
1、 Listing type of restricted shares
With the approval of the reply on Approving the initial public offering of Ming Yang Smart Energy Group Limited(601615) shares (zjxk [2018] No. 2169) by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the initial public offering of Ming Yang Smart Energy Group Limited(601615) RMB common shares (A shares) was 275.9 million, It was listed on the main board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") on January 23, 2019. After the initial public offering of a shares, the total share capital of the company is 1379722378 shares, including 27590000 tradable shares with unlimited sales conditions and 1103822378 tradable shares with limited sales conditions.
The restricted shares traded in this listing are restricted shares issued in the initial public offering. The lock-in period is 36 months from the date of listing of the company's shares, involving a total of 7 shareholders. The details are as follows:
1. The controlling shareholders of the company are wiser Tyson Investment Corp Limited (hereinafter referred to as "wisertyson"), first base Investments Limited (hereinafter referred to as "first base"), Mingyang New Energy Investment Holding Group Co., Ltd. (hereinafter referred to as "energy investment group"), keycorp Limited (hereinafter referred to as "keycorp") Gongqingcheng Boyun investment partnership (limited partnership) (formerly Zhongshan Bochuang enterprise management consulting partnership (limited partnership), hereinafter referred to as "Gongqingcheng Boyun") and Zhongshan Credit Suisse enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Zhongshan Credit Suisse");
2. The actual controller of the company, Mr. Zhang Chuanwei, and the affiliated shareholder of Mr. Zhang Rui, Gongqingcheng Lianyun investment partnership (limited partnership) (formerly Zhongshan Lianchuang enterprise management consulting partnership (limited partnership), hereinafter referred to as "Gongqingcheng Lianyun").
The total number of restricted shares held by the above shareholders is 454980055, accounting for 23.26% of the company's current total share capital (i.e. 1956326712 shares). The current lock up period is about to expire and will be listed and circulated on January 24, 2022 (since January 23, 2022 is a non trading day, the listing and circulation date will be postponed to January 2022
2、 Changes in the number of share capital of the company since the formation of the restricted shares
On January 23, 2019, the company completed its initial public offering of a shares, with a total share capital of 1379722378 shares, including 275900000 tradable shares with unlimited sales conditions and 1103822378 tradable shares with limited sales conditions. 648842323 restricted shares among the tradable shares with limited sales conditions have been listed and circulated since January 23, 2020. For details, please refer to the announcement on the listing and circulation of IPO restricted shares (Announcement No.: 2020-009) disclosed by the company on the designated information disclosure media on January 20, 2020. On December 16, 2019, with the approval of "zjxk [2019] No. 2553" document of China Securities Regulatory Commission and the consent of "self regulatory decision [2019] No. 311" document of Shanghai Stock Exchange, the company publicly issued convertible corporate bonds with a total amount of 170 million yuan, and hung up trading in Shanghai Stock Exchange from January 7, 2020. During the period from June 22, 2020 to full redemption on March 18, 2021, the company added 133949221 tradable shares with unlimited sales conditions due to the conversion of convertible bonds. For details, see the announcement on redemption results and share changes of "Mingyang convertible bonds" (Announcement No.: 2021-027) disclosed by the company on the designated information disclosure media on March 22, 2021.
On May 20, 2020, the company held the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting matters related to the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, The registration of the first grant of the restricted stock incentive plan was completed on July 7, 2020, and 23340400 restricted shares were added. Among them, 5810100 shares were listed and circulated on July 9, 2021. For details, see the announcement on the results of the first grant of the company's restricted stock incentive plan in 2019 (Announcement No.: 2020-087) and the suggestive announcement on the first phase of the first grant of the restricted stock incentive plan in 2019 and listing and circulation disclosed by the company on the designated information disclosure media on July 9, 2020 and July 6, 2021 respectively (Announcement No.: 2021-091). On November 18, 2020, the company issued 413916713 restricted shares of RMB common shares (A shares) in a non-public manner with the approval of "zjxk [2020] No. 1516" document of China Securities Regulatory Commission. The above shares were listed and circulated on May 18, 2021. For details, please refer to the announcement on the listing and circulation of restricted shares of non-public development banks (Announcement No.: 2021-062) disclosed by the company on the designated information disclosure media on May 12, 2021.
On May 12, 2021, the company held the 20th meeting of the second board of directors and the 16th meeting of the second board of supervisors, and deliberated and adopted the "on granting advance payment to the incentive objects of the 2019 restricted stock incentive plan"
And completed the registration of the reserved part of the restricted stock incentive plan on September 17, 2021, adding 5498000 restricted shares. Up to now, the restrictions on the sale of these shares have not been lifted. For details, see the announcement on the grant results of the reserved part of the company's 2019 restricted stock incentive plan (Announcement No.: 2021-126) disclosed by the company on the designated information disclosure media on September 23, 2021.
On August 10, 2021, due to the resignation of some incentive objects of the company's 2019 restricted stock incentive plan, according to the relevant provisions of the company's incentive plan, the Company repurchased and cancelled 100000 restricted shares granted but not lifted. For details, see the announcement on the implementation of repurchase and cancellation of equity incentive restricted shares (Announcement No.: 2021-105) disclosed by the company on the designated information disclosure media on August 6, 2021.
In conclusion, as of the date of issuance of this verification opinion, the total share capital of the company is 1956326712 shares, including 1478418357 tradable shares with unlimited sales conditions and 477908355 tradable shares with limited sales conditions.
The restricted shares listed and circulated this time are part of the restricted shares issued by the company in the initial public offering. From the formation of the restricted shares to the date of issuance of the verification opinions, except for the above matters, the company has no change in the number of share capital due to profit distribution, conversion of accumulation fund, etc.
3、 Relevant commitments on the listing and circulation of restricted shares
According to the prospectus for initial public offering of the company, the shareholders applying for the listing and circulation of restricted shares make the following commitments on the circulation restriction and voluntary locking of their shares:
1. Wiser Tyson, first base, energy investment group, keycorp, Gongqingcheng Boyun and Zhongshan Credit Suisse, the controlling shareholders of the company, promise:
Within 36 months from the date of listing of the issuer's shares, it shall not transfer or entrust others to manage the shares directly or indirectly held by its shareholders that have been issued by the issuer before the public offering of shares, nor shall the issuer repurchase such shares.
When the closing price of the issuer's shares for 20 consecutive trading days is lower than the issuing price of the issuer's shares within 6 months after the listing of the issuer's shares for the first time, or the closing price at the end of 6 months after the listing of the issuer is lower than the issuing price of the issuer's shares, the lock-in period of the issuer's shares held by the shareholder will be automatically extended for 6 months on the basis of the original commitment period of 36 months, That is, the lock up period is 42 months from the date of listing of the issuer's shares. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the above closing price refers to the price of the issuer's shares after rights restoration.
Within 24 months from the expiration of the lock up period, if the shareholder attempts to reduce the issuer's shares held before the issuer's initial public offering through any means or means, the reduction price shall not be lower than the issuance price of the issuer's initial public offering shares. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before the shareholder's reduction of the issuer's shares, the reduction price of the shareholder shall not be lower than the issue price of the issuer's initial public offering of shares after ex right and ex interest.
(Note: Ming Yang Smart Energy Group Limited(601615) there is no case that the closing price of the stock is lower than the stock issuance price for 20 consecutive trading days within 6 months after listing, or the closing price at the end of 6 months after listing is lower than the stock issuance price. Therefore, it is not applicable to the automatic extension of 6 months on the basis of 36 months of the original commitment period.)
2. The actual controller and related shareholder Gongqing City Lianyun promise:
Within 36 months from the date of listing of the issuer's shares, it shall not transfer or entrust others to manage the shares directly or indirectly held by its shareholders that have been issued by the issuer before the public offering of shares, nor shall the issuer repurchase such shares.
When the closing price of the issuer's shares for 20 consecutive trading days is lower than the issuing price of the issuer's shares within 6 months after the listing of the issuer's shares for the first time, or the closing price at the end of 6 months after the listing of the issuer is lower than the issuing price of the issuer's shares, the lock-in period of the issuer's shares held by the shareholder will be automatically extended for 6 months on the basis of the original commitment period of 36 months, That is, the lock up period is 42 months from the date of listing of the issuer's shares. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the above closing price refers to the price of the issuer's shares after rights restoration.
Within 24 months from the expiration of the lock up period, if the shareholder attempts to reduce the issuer's shares held before the issuer's initial public offering through any means or means, the reduction price shall not be lower than the issuance price of the issuer's initial public offering shares. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before the shareholder's reduction of the issuer's shares, the reduction price of the shareholder shall not be lower than the issue price of the issuer's initial public offering of shares after ex right and ex interest.
(Note: Ming Yang Smart Energy Group Limited(601615) there is no case that the closing price of the stock is lower than the stock issuance price for 20 consecutive trading days within 6 months after listing, or the closing price at the end of 6 months after listing is lower than the stock issuance price. Therefore, it is not applicable to the automatic extension of 6 months on the basis of 36 months of the original commitment period.)
As of the date of issuance of this verification opinion, the holders of restricted shares applying for listing have strictly fulfilled the above commitments, and there is no situation that their failure to fulfill relevant commitments or arrangements affects the listing and circulation of restricted shares.
4、 Occupation of funds by controlling shareholders and their related parties
The company does not have funds occupied by controlling shareholders and their related parties.
5、 Listing and circulation of restricted shares
The number of restricted shares listed and circulated this time is 454980055 shares;
The listing and circulation date of restricted shares is January 24, 2022;
The listing and circulation details of the initial restricted shares are as follows:
Unit: shares
Proportion of restricted shares held in sequence in the remaining restricted shares
No. shareholder name number of shares held with limited sales the total share capital of the company is higher than the number of shares outstanding in this listing
example
1 Wiser Tyson 157,062,475 8.03% 157,062,475 0
2 First Base 119,470,011 6.11% 119,470,011 0
3 energy investment group 51324418 2.62% 51324418 0
4 Keycorp 44,683,336 2.28% 44,683,336 0
5 Gongqing City Boyun 36647003 1.87% 36647003 0
6 Zhongshan Credit Suisse 17803587 0.91%
