Citic Securities Company Limited(600030)
About Qingdao Port International Co.Ltd(601298)
Verification opinions on lifting the ban on listing and circulation of restricted shares in initial public offering
Citic Securities Company Limited(600030) (hereinafter referred to as "the sponsor" or "the sponsor") serves as the sponsor of Qingdao Port International Co.Ltd(601298) International Co., Ltd. (hereinafter referred to as "the company", "listed company" and " Qingdao Port International Co.Ltd(601298) ") during the continuous supervision of initial public offering and listing. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, we have carefully verified the lifting of the ban on the listing and circulation of restricted shares in Qingdao port, The following verification opinions are issued:
1、 Listing type of restricted shares
(I) the restricted shares listed this time belong to the restricted shares of the initial public offering of RMB common shares (A shares)
(II) stock issuance of the company
Approved by the reply on approving Qingdao Port International Co.Ltd(601298) initial public offering of shares issued by China Securities Regulatory Commission (zjxk [2018] No. 1839) and approved by Shanghai Stock Exchange, the company issued 454376000 RMB common shares (A shares) to the public for the first time and was listed on Shanghai Stock Exchange on January 21, 2019. The total share capital of the company after the initial public offering of A-Shares is 6491100000 shares, including 1553401000 tradable shares with unlimited sales conditions and 4937699000 tradable shares with limited sales conditions. On January 21, 2020, 1415520000 tradable shares with limited sales conditions were listed and circulated, and the company's tradable shares with limited sales conditions became 3522179000 shares, and the tradable shares with unlimited sales conditions became 2968921000 shares. Since the formation of the restricted shares, the company has no share allotment, conversion of provident fund to share capital and other matters, and the total share capital of the company has not changed.
The restricted shares listed and circulated this time are the restricted shares of the company's initial public offering of RMB common shares (A shares), involving one shareholder, the controlling shareholder of the company, Shandong Port Qingdao Port International Co.Ltd(601298) Group Co., Ltd. (formerly " Qingdao Port International Co.Ltd(601298) (Group) Co., Ltd", hereinafter referred to as " Qingdao Port International Co.Ltd(601298) " group). The number of restricted shares is 3522179000 shares, accounting for about 54.26% of the total share capital of the company, The lock up period is 36 months from the date of listing of the company's a shares. The current lock up period is about to expire and will be listed and circulated from January 21, 2022.
2、 Relevant commitments on the listing and circulation of restricted shares
According to the prospectus of Qingdao Port International Co.Ltd(601298) initial public offering of a shares, the controlling shareholder Qingdao Port International Co.Ltd(601298) group applying for lifting the restrictions on the sale of shares made the following commitments on the restrictions on the circulation of shares:
"1. Within 36 months from the date when the A shares of Qingdao Port International Co.Ltd(601298) initial public offering are listed on the Shanghai Stock Exchange, it shall not transfer or entrust others to manage the domestic shares held before Qingdao Port International Co.Ltd(601298) this issuance directly or indirectly held by it, nor shall Qingdao Port International Co.Ltd(601298) repurchase this part of shares;
2. If the Qingdao Port International Co.Ltd(601298) A shares held by the group are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price. Within 6 months after the listing of Qingdao Port International Co.Ltd(601298) , if the closing price of Qingdao Port International Co.Ltd(601298) shares for 20 consecutive trading days is lower than the issue price of this issue, or the closing price at the end of 6 months after the listing is lower than the issue price of this issue, the locking period of Qingdao Port International Co.Ltd(601298) A shares held by the group will be automatically extended for 6 months after the expiration of the above locking period. The issue price refers to the issue price of Qingdao Port International Co.Ltd(601298) this issue. If Qingdao Port International Co.Ltd(601298) is ex rights and ex interests due to profit distribution, conversion of capital reserve to share capital, additional issuance, placement and other reasons after listing, it shall be ex rights and ex interests in accordance with the relevant provisions of Shanghai stock exchange;
3. If the group violates the above commitments, the group will bear all legal liabilities arising therefrom;
4. If relevant laws, regulations and normative documents or securities regulatory bodies such as the China Securities Regulatory Commission have other requirements on the lock-in period of shares, the group agrees to adjust the lock-in period of Qingdao Port International Co.Ltd(601298) shares held by the group accordingly. "
As of the date of issuance of this verification opinion, the holders of the Restricted Shares applied for lifting the restrictions have fulfilled the commitments made by the company during the initial public offering and listing, and there is no situation in which the non performance of relevant commitments by the holders of the restricted shares affects the listing and circulation of the restricted shares.
3、 Fund occupation and illegal guarantee
The holders of restricted shares applying for the listing and circulation of restricted shares do not occupy the company's non operating funds, nor does the company provide illegal guarantees to the holders of restricted shares.
4、 The listing and circulation arrangement of restricted shares
(I) the number of restricted shares listed and circulated this time is 3522179000;
(II) the listing and circulation date of restricted shares is January 21, 2022;
(III) detailed list of listing and circulation of restricted shares
No. name of shareholder number of Limited shares held proportion of Limited shares held in the total share capital of the company's remaining restricted shares (shares) in this listing (%) number of circulating shares (shares) (shares)
1 Qingdao Port International Co.Ltd(601298) group 3522179000 54.26 3522179000 0
5、 Changes in shares
Type of share change before the listing and number of changes after the listing
1. Shares held by state-owned legal persons 3522179000 - 3522179000 0
Limited sales conditions 2. Others 0
Tradable shares with limited sales conditions
Total 3522179000 - 3522179000 0
A shares 1869896000 3522179000 5392075000
H shares with unlimited sales conditions 1099025000 0 1099025000 tradable shares with unlimited sales conditions
Total 2968921000 3522179000 6491100000
Total shares - 6491100000 0
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
(I) the listing and circulation of the company's restricted shares meets the requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the continuous supervision of listed companies on the Shanghai Stock Exchange, the stock listing rules of the Shanghai Stock Exchange and other relevant laws, regulations and normative documents;
(II) the holders of the company's restricted shares have fulfilled their commitments in the company's initial public offering and are implementing their commitments in the initial public offering;
(III) the number of restricted shares lifted and the listing and circulation time of the restricted shares comply with relevant laws, administrative regulations, departmental rules, relevant rules and shareholders' commitments;
(IV) as of the date of issuance of this verification opinion, the company's information disclosure related to the restricted shares is true, accurate and complete.
The recommendation institution has no objection to Qingdao Port International Co.Ltd(601298) the lifting of the ban on the listing and circulation of restricted shares.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on lifting the ban on the listing and circulation of Qingdao Port International Co.Ltd(601298) initial public offering of restricted shares)
Sponsor representative
Ye Jianzhong and Dong Wen
Citic Securities Company Limited(600030) mm / DD / yy
