Central China Securities Co.Ltd(601375)
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Henan Yicheng New Energy Co.Ltd(300080)
Verification opinions on the lifting of the ban on the issuance of shares and convertible bonds to purchase assets, the raising of supporting funds and some restricted shares in related party transactions
Independent financial advisor
Date of signature: January 2002
catalogue
interpretation...... 3 I. Basic information of the lifting of restricted shares this time 5 II. Description of the implementation of the commitments and other matters of the shareholders applying for lifting the restrictions on sales 10 III. The listing and circulation arrangement of restricted shares 12 IV. changes in the company's share capital structure before and after the lifting of restrictions on sales 15 v. verification opinions of the financial consultant fifteen
interpretation
In this verification opinion, unless the context otherwise requires, the following abbreviations have the following meanings: I. interpretation of general terms
Central China Securities Co.Ltd(601375) on Henan Yicheng New Energy Co.Ltd(300080) this verification opinion refers to the verification opinion on the lifting of the ban on the issuance of shares and convertible bonds to purchase assets and raise supporting funds and some restricted shares in connected transactions
This major asset restructuring, this refers to the issuance of shares and convertible bonds by Henan Yicheng New Energy Co.Ltd(300080) to purchase the Ping Coal Group held by Shoushan chemical, the 30% equity of Longji in this transaction, and the raising of supporting funds and related party transactions
Company, listed company, Henan Yicheng New Energy Co.Ltd(300080) refers to Henan Yicheng New Energy Co.Ltd(300080)
The target company and Pingmei Longji refer to Pingmei Longji New Energy Technology Co., Ltd. (formerly known as Henan Pingxiang New Energy Technology Co., Ltd.)
The subject matter and underlying assets of the transaction refer to the 30% equity of Pingmei Longji
China Pingmei Shenma Group refers to the Henan Yicheng New Energy Co.Ltd(300080) controlling shareholder, China Pingmei Shenma energy and Chemical Group Co., Ltd
Shoushan chemical, counterparty, performance Henan Pingmei Shenma Shoushan Chemical Technology Co., Ltd. (former names: China Pingmei Shenma commitment party, Shoushan coking Zhima group Xuchang Shoushan Chemical Technology Co., Ltd., China Pingmei Shenma Group Shoushan Coking Co., Ltd.)
Henan Aokai Investment Co., Ltd., Ningbo ningju Asset Management Center (limited partnership) - ningju YINGSHANHONG No. 9 private securities investment fund, Shanghai Boshen Investment Center (limited partnership) - Boshen No. 27 securities investment private fund Hunan light salt Venture Capital Management Co., Ltd. - light salt Zhixuan No. 14 private securities investment fund, CAITONG Fund Management Co., Ltd. China Galaxy Securities Co.Ltd(601881) , BIE Wensan, Wang Junwei, he Lijuan, Dong Weiguo Lin Jintao has a total of 11 specific objects. (Note: CAITONG Fund Management Co., Ltd. is regarded as an issuing object, and its managed CAITONG Fund - Lin Shaoqing - CAITONG fund Wenqiao single asset management plan, CAITONG Fund - Hu Jiyang - CAITONG fund yannuo dingzeng No. 1 single asset management plan, CAITONG Fund - Dongxing Securities Corporation Limited(601198) - CAITONG fund Dongxing No. 2 single asset management plan, CAITONG fund Feng Yudong CAITONG fund ruikunshen No. 1 single asset management plan, CAITONG fund Hanbo CAITONG fund Anji No. 92 single asset management plan CAITONG Fund - Han Xiao - CAITONG fund Tianxi dingzeng No. 29 single asset management plan, CAITONG Fund - Jiang Jie - CAITONG fund Tianxi dingzeng raised supporting funds, and the issuing objects refer to No. 99 single asset management plan, CAITONG Fund - Huang Yucheng - CAITONG fund Lixiang No. 1 single asset management plan CAITONG fund - Industrial And Commercial Bank Of China Limited(601398) - CAITONG fund Xihu university fixed increase quantitative hedge No. 1 collective asset management plan, CAITONG Fund - China Construction Bank - CAITONG fund fixed increase quantitative hedge No. 1 collective asset management plan CAITONG Fund - Industrial And Commercial Bank Of China Limited(601398) - CAITONG fund fixed increase quantitative arbitrage No. 1 collective asset management plan, CAITONG Fund - Industrial And Commercial Bank Of China Limited(601398) - CAITONG fund fixed increase quantitative arbitrage No. 2 collective asset management plan CAITONG Fund - CAITONG securities asset management Zhixuan No. fof2020001 single asset management plan - CAITONG fund Junxiang Yuexi single asset management plan, CAITONG Fund - Haitong Securities Company Limited(600837) - CAITONG fund Junxiang Jiasheng single asset management plan CAITONG Fund - Haitong Securities Company Limited(600837) Co., Ltd. - CAITONG fund Junxiang Jiasheng single asset management plan, CAITONG Fund - Zhongtai Securities Co.Ltd(600918) - CAITONG fund yingtaiding incremental hedging No. 1 single asset management plan CAITONG Fund - Zhang Jidong - CAITONG fund Yuquan No. 1002 single asset management plan, CAITONG Fund - Zhang Zhongmin - CAITONG fund Yuquan No. 1005 single asset management plan, CAITONG Fund - Zendai quantitative value private securities investment
Capital fund - CAITONG fund Zhengda dingzeng No. 1 single asset management plan, CAITONG Fund - Xie Hao - CAITONG fund Shangnan Jinniu single asset management plan participated in the subscription of non-public offering shares
Central China Securities Co.Ltd(601375) , independent financial advisor, refers to the Central China Securities Co.Ltd(601375) lead underwriter
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan unless otherwise specified
Unless otherwise specified, all values in this verification opinion shall be kept to two decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
In November 2020, the reply on approving Henan Yicheng New Energy Co.Ltd(300080) to issue shares and convertible bonds to Henan Pingmei Shenma Shoushan Chemical Technology Co., Ltd. to purchase assets and raise supporting funds was issued by the CSRC (zjxk [2020] No. 3185), Approved the registration application for Henan Yicheng New Energy Co.Ltd(300080) to issue 57077525 shares and 654964 convertible bonds to Shoushan chemical to purchase 30% equity of Pingmei Longji, and agreed to the registration application for Henan Yicheng New Energy Co.Ltd(300080) to issue shares to raise matching funds of no more than 327 million yuan. Central China Securities Co.Ltd(601375) as the independent financial adviser of this transaction, in accordance with the relevant requirements of the company law, the securities law, 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 rules for the listing of stocks on the gem of Shenzhen Stock Exchange (revised in December 2020), The lifting of some restricted shares of Henan Yicheng New Energy Co.Ltd(300080) issuing shares and convertible bonds to purchase assets and raising supporting funds and related party transactions has been verified. The details are as follows:
1、 Basic information of the lifting of restricted shares this time
The types of shares to be applied for lifting the restrictions are Henan Aokai Investment Co., Ltd., Ningbo ningju Asset Management Center (limited partnership) - ningju YINGSHANHONG No. 9 private securities investment fund, Shanghai Boshen Investment Center (limited partnership) - Boshen No. 27 securities investment private fund Hunan light salt Venture Capital Management Co., Ltd. - light salt Zhixuan No. 14 private securities investment fund, CAITONG Fund Management Co., Ltd. China Galaxy Securities Co.Ltd(601881) , BIE Wensan, Wang Junwei, he Lijuan, Dong Weiguo, Lin Jintao and other 11 specific objects issued tradable shares with limited sales conditions. The details are as follows:
(I) basic information of this transaction
Henan Yicheng New Energy Co.Ltd(300080) purchase the 30% equity of Pingmei Longji held by Shoushan chemical by issuing shares and convertible bonds, and invest in Henan Aokai Investment Co., Ltd., Ningbo ningju Asset Management Center (limited partnership) - ningju YINGSHANHONG No. 9 private securities investment fund, Shanghai Boshen Investment Center (limited partnership) - Boshen No. 27 securities investment private fund Hunan light salt Venture Capital Management Co., Ltd. - light salt Zhixuan No. 14 private securities investment fund, CAITONG Fund Management Co., Ltd. China Galaxy Securities Co.Ltd(601881) , BIE Wensan, Wang Junwei, he Lijuan, Dong Weiguo, Lin Jintao and other 11 specific objects privately issued 80740735 shares and raised matching funds of 326999976.75 yuan. After the completion of this transaction, Henan Yicheng New Energy Co.Ltd(300080) holds 80.20% equity of Pingmei Longji in total.
(II) registration of shares and convertible bonds
1. Registration of shares and bonds issued for the purchase of assets by issuing shares and convertible bonds
On December 11, 2020, Pingmei Longji completed the industrial and commercial change registration procedures for the asset transfer of this transaction. Shoushan chemical transferred all its 30.00% equity of Pingmei Longji to Henan Yicheng New Energy Co.Ltd(300080) . After this change, Henan Yicheng New Energy Co.Ltd(300080) holds 80.20% equity of Pingmei Longji in total.
On December 16, 2020, Dahua Certified Public Accountants (special general partnership) issued the capital verification report (Dahua Yan Zi [2020] No. 000819). As of December 11, 2020, the company has received 30% equity of Pingmei Longji invested by Shoushan chemical. Before the capital increase, the registered capital of the company was 2024061798.00 yuan and the paid in share capital was 2024061798.00 yuan; After this capital increase, the registered capital is RMB 2081139323.00 and the paid in share capital is RMB 2081139323.00.
China Securities Depository and Clearing Co., Ltd. Shenzhen Branch has accepted the application materials for registration of non-public offering of new shares of Henan Yicheng New Energy Co.Ltd(300080) on December 22, 2020. As of December 31, 2020, the relevant share registration has been officially included in the register of shareholders of Henan Yicheng New Energy Co.Ltd(300080) . Henan Yicheng New Energy Co.Ltd(300080) the number of new shares in this non-public offering is 57077525 shares (including 57077525 restricted circulating shares), and the total share capital of Henan Yicheng New Energy Co.Ltd(300080) after the non-public offering is 208113323 shares. The listing date of this batch of shares is December 31, 2020. The 57077525 shares of the listed company obtained by Shoushan chemical due to this transaction will not be transferred in any way within 36 months from the date of completion of share registration, including but not limited to public transfer through the securities market or transfer by agreement. However, the transfer is not subject to this restriction if permitted by applicable laws. If the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days within six months after the completion of this transaction, or the closing price is lower than the issue price at the end of six months after the completion of this transaction, the lock-in period of the consideration shares obtained by Shoushan chemical through this exchange will be automatically extended for six months.
On December 16, 2020, the company completed the issuance of directional convertible corporate bonds (hereinafter referred to as "the issuance of directional convertible bonds") to the counterparty of this transaction. The details are as follows:
The Chinese abbreviation of directional convertible bonds is Yi Cheng Ding Zhuan
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