Guosen Securities Co.Ltd(002736)
About Zhejiang Xinchai Co.Ltd(301032)
Verification opinions on the listing and circulation of offline placement restricted shares in the initial public offering
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as a sponsor of Zhejiang Xinchai Co.Ltd(301032) (hereinafter referred to as ” Zhejiang Xinchai Co.Ltd(301032) ” or “company”) for initial public offering of shares and listing on the gem of Shenzhen Stock Exchange, in accordance with the law on the Administration of securities issuance and listing sponsor business Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM According to the requirements of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the listing and circulation of Zhejiang Xinchai Co.Ltd(301032) offline placement restricted shares in this initial public offering was verified, and the following verification opinions were issued:
1、 Overview of IPO offline placement shares
With the approval of China Securities Regulatory Commission on Approving the registration of Zhejiang Xinchai Co.Ltd(301032) initial public offering (zjxk [2021] No. 1870), the Zhejiang Xinchai Co.Ltd(301032) initial public offering of 60283400 RMB common shares (A shares) was listed and traded on the gem of Shenzhen Stock Exchange on July 22, 2021. Before the IPO, Zhejiang Xinchai Co.Ltd(301032) had a total share capital of 180850000 shares. After the IPO, the total share capital was 241133400 shares. Among them, 57176164 tradable shares with unlimited sales conditions accounted for 23.7114% of the total share capital after issuance, and 183957236 tradable shares with limited sales conditions accounted for 76.2886% of the total share capital after issuance.
The restricted shares listed and circulated this time are the offline placement restricted shares of the company’s initial public offering. The lock-in period is 6 months from the date of issuance and listing of the company’s shares. The number of shares is 3107236, accounting for 1.2886% of the company’s total share capital after issuance. The lifting time of the ban is January 22, 2022 (postponed in case of non trading days), because January 22, 2022 is a non trading day, The listing and circulation date of the restricted shares is postponed to January 24, 2022.
As of the date of issuance of this verification opinion, the total share capital of the company is 241133400 shares, including 57176164 shares without circulation restrictions and sales restrictions, accounting for 23.7114% of the total share capital after issuance, and 183957236 shares with circulation restrictions or sales restrictions, accounting for 40% of the total share capital after issuance
76.2886%。 Since the company’s initial public offering of shares, the company has not experienced any change in the number of shares due to additional issuance, repurchase and cancellation of shares, distribution of stock dividends or conversion of capital reserve into share capital.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
The restricted shares listed and circulated this time belong to the offline placement restricted shares of the initial public offering. According to the company’s announcement on initial public offering and listing on the gem, the offline issuance part adopts the proportional sales restriction method, and the offline investors promise that the sales restriction period of 10% (rounded up) of their allocated shares is 6 months from the date of the company’s initial public offering and listing. That is, 90% of the shares allocated to each placing object are sold indefinitely and can be circulated from the date when the issued shares are listed and traded in Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, which shall be calculated from the date when the shares issued this time are listed and traded in Shenzhen Stock Exchange. In addition to the above commitments, the shareholders of offline placement restricted shares applying for listing and circulation have no other special commitments. As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on sale have strictly fulfilled the above commitments, and there is no situation that the non performance of relevant commitments affects the listing and circulation of the restricted shares.
The shareholders applying for lifting the restrictions on sales did not occupy the company’s funds, and the company did not provide them with illegal guarantees.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is Monday, January 24, 2022;
2. The total number of shareholders whose sales restrictions are lifted this time is 8617;
3. The number of restricted shares released this time is 3107236, accounting for 1.2886% of the total share capital of the company after issuance; 4. The details of the application for lifting the restrictions on the sale of shares are as follows:
No. restricted shares held by restricted shares type restricted shares accounted for the total number of shares of the remaining restricted shares released in this application, the proportion of total share capital, the number of restricted shares
1 initial public offering offline 3107236 1.2886% 3107236 0
Placement of restricted shares
Note 1: there is no pledge or freezing of the shares whose sales restrictions are lifted this time.
Note 2: among the shareholders whose restricted shares are lifted this time, no shareholder concurrently serves as a director, supervisor or senior manager of the company, and no shareholder is a former director, supervisor or senior manager of the company and has resigned for less than half a year.
4、 Statement of changes in equity structure
After the restrictions on the sale of restricted shares are lifted, the changes in the company’s equity structure are as follows:
Before and after this change
Increase in the proportion of class shares and decrease in the proportion of shares (shares) (%) (shares) (%)
1、 Non tradable shares 57176164 23.7114 3107236 – 60283400 25.0000
2、 Tradable shares with limited sales conditions 183957236 76.2886 – 3107236 180850000 75.0000
Including: restricted shares after the initial public offering: 3107236 1.2886 – 3107236 0.0000
Restricted shares before IPO: 180850000 75.0000 — 180850000 75.0000
Total 2411133400 100.0000 3107236 3107236 2411133400 100.0000
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the number of shares and the number of Listed Shares applied for by the company for listing and circulation of restricted shares this time
The circulation time complies with the measures for the administration of securities issuance and listing recommendation business and the Shenzhen Stock Exchange gem shares
Listing Rules (revised in December 2020) and self regulatory guidelines for listed companies of Shenzhen Stock Exchange
No. 2 – Requirements of relevant provisions such as the “standardized operation of GEM listed companies” and the contents of shareholders’ commitments; The shareholders of the company who lifted the restricted shares strictly fulfilled their relevant commitments made in the initial public offering
Promise; The company’s information disclosure related to the restricted shares is true, accurate and complete.
In conclusion, the sponsor has no objection to the listing and circulation of the company’s offline placement restricted shares.
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(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) verification opinions on the listing and circulation of Zhejiang Xinchai Co.Ltd(301032) offline placement restricted shares in initial public offering)
Sponsor representative:
Tian Yingjie, Zhu Xingchen
Guosen Securities Co.Ltd(002736) mm / DD / yy
