Huatai United Securities Co., Ltd
Verification opinions on the lifting of restrictions on the sale of restricted shares issued by Shenzhen Inovance Technology Co.Ltd(300124) to specific objects
In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant provisions, As the sponsor of Shenzhen Inovance Technology Co.Ltd(300124) (hereinafter referred to as " Shenzhen Inovance Technology Co.Ltd(300124) " or "the company") in the continuous supervision stage of issuing shares to specific objects in 2020, Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai united" or "the sponsor") has verified the lifting of restrictions on the sale of restricted shares issued by the company to specific objects. The specific verification conditions and opinions are as follows:
1、 Basic information and changes in share capital of the shares subject to the lifting of restrictions
(I) acquisition of restricted shares this time
According to the reply of China Securities Regulatory Commission on Approving the registration of Shenzhen Inovance Technology Co.Ltd(300124) issuing shares to specific objects (zjxk [2021] No. 1344), the company privately issued 36732241 RMB common shares (A shares) to 12 specific investors at an issue price of 58.00 yuan / share, and the total amount of funds actually raised was 2130469978.00 yuan, After deducting various issuance expenses of RMB 25279425.45 (excluding tax), the net amount of actually raised funds is RMB 2105190552.55. The above raised funds have been confirmed by the capital verification report (xksbz [2021] No. zi10470) issued by Lixin Certified Public Accountants (special general partnership) on June 25, 2021.
The shares issued to specific objects this time have been listed on Shenzhen Stock Exchange on July 15, 2021. The 36732241 shares subscribed by the objects of this issuance shall not be listed for trading within six months from the date of listing. The placement of 12 specific objects to be lifted this time is as follows:
Serial number name of issuing object number of allocated shares allocated amount
(share) (yuan)
1. Jiangsu Fuquan Yida Rongjing equity M & A Investment Fund (2327586 134999988.00 partners)
Serial number name of issuing object number of allocated shares allocated amount
(share) (yuan)
2 Hillhouse Capital Management Co., Ltd. - China Value Fund (transaction 6896551 39999958.00)
3 Liren Zhuoyue Changqing phase II private securities investment fund 6896551 39999958.00
4. Guizhou railway PICC phase I No. 1 equity investment fund center (with 3448275 199999950.00 limited partnership)
5 Citic Securities Company Limited(600030) 2,972,413 172,399,954.00
6 J.P.Morgan Securities plc 2,586,206 149,999,948.00
7 GF Fund Management Co., Ltd. 1724137 9999946.00
8 Morgan Stanley International Co., Ltd. 1724310 100009980.00
9 UBS AG 3,275,862 189,999,996.00
10 CAITONG Fund Management Co., Ltd. 2270689 131699962.00
11 wt Asset Management Co., Ltd. / wt asset management 1724137 9999946.00 Limited
12 AIA Life Insurance Co., Ltd. - dividend 885524 51360392.00
Total 36732241 2130469978.00
(II) changes in the company's share capital after the registration of restricted shares
1. The company issued shares to specific objects, with a total of 36732241 new shares. After registration, the total share capital of the company is 2622023451 shares.
2. On November 30, 2021, the company's share capital increased by 2863500 shares due to the listing of the shares in the first vesting period at the first vesting price corresponding to the restricted shares granted by the company's phase V equity incentive plan for the first time.
3. On December 23, 2021, the company's share capital increased by 9149625 shares due to the listing of shares in the first vesting period at the second vesting price corresponding to the first vesting of restricted shares granted by the company's phase V equity incentive plan.
4. From July 15, 2021 to January 14, 2022, due to the independent exercise of the second exercise period of the fourth equity incentive object of the company, the share capital of the company increased by 1107550 shares.
As of January 14, 2022, the total share capital of the company is 2635144126 shares, of which 393542131 shares are tradable shares with limited sales conditions, accounting for 14.93% of the total share capital of the company; 2241601995 tradable shares without sale conditions, accounting for 85.07% of the total share capital of the company.
2、 Commitments and performance of shareholders applying for lifting share restrictions this time
(I) commitments of shareholders applying for lifting the restrictions on the sale of shares
The shareholders applying for lifting the restrictions on the sale of shares are as follows: Jiangsu Fuquan Yida Rongjing equity M & A Investment Fund (limited partnership), hilling Capital Management Co., Ltd. - China Value Fund (exchange), lilen Zhuoyue Changqing phase II private equity investment fund, Guizhou railway PICC phase I No. 1 equity investment fund center (limited partnership), Citic Securities Company Limited(600030) , J.P. Morgan Securities PLC GF Fund Management Co., Ltd., Morgan Stanley International Co., Ltd., UBS AG, CAITONG Fund Management Co., Ltd., WT Asset Management Co., Ltd., AIA Life Insurance Co., Ltd. - dividend.
Commitments made by the above shareholders as the issuing objects of the company to issue shares to specific objects:
Within 6 months from the listing date of Shenzhen Inovance Technology Co.Ltd(300124) the shares issued to specific objects, the above shares subscribed by the unit / myself shall not be transferred.
After the expiration of the lock up period, the reduction of the shares of the above company subscribed by the unit / myself will also comply with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and other laws, regulations, rules, normative documents, relevant rules of Shenzhen Stock Exchange and relevant provisions of the articles of association. (II) performance of commitments
1. As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments and have not violated the above commitments.
2. As of the date of issuance of this verification opinion, none of the shareholders applying for lifting the restrictions on the sale of shares has occupied the company's funds for non operation; The company also does not have any illegal guarantee for the shareholders applying for lifting the share restriction this time.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation time of the shares lifted this time is Monday, January 24, 2022.
2. The total number of shares lifted this time is 36732241, accounting for 1.3939% of the total share capital of the company. Among them, the actual number of shares that can be listed and circulated is 36732241, accounting for 1.3939% of the total share capital of the company. 3. There are 12 shareholders lifting the restrictions on the sale of shares, corresponding to 25 securities accounts. The listing and circulation of shares whose sales restrictions are lifted this time are as follows:
Number of shares actually available for listing serial number of securities account name of issuing object total number of shares number of shares in circulation number of digital communications (shares) (shares) number of shares (shares) Proportion in total share capital
Jiangsu fuquanyi
Darongjing equity Jiangsu Fuquan yidarongjing
1. M & A investment base equity M & A investment fund 2327586 2327586 0.0883% (limited partnership)
(partner)
Hillhouse capital management
Hhlr Management Co., Ltd
2 - China value division - China Value Fund 6896551 6896551 6896551 0.2617% Fund (exchange)
(Institute)
Liren excellence long Shanghai Lingren private equity fund
Qingdao phase II private placement management partnership (if any)
3. Securities investment (limited partnership) - lingrenzhuo 6896551 6896551 6896551 0.2617% Jinyue Changqing phase II private placement certificate
Bond investment fund
Guizhou Railway Development Fund
Baoyi phase I No. 1 Management Co., Ltd. - your company
4. Equity investment in phase I 3448275 3448275 3448275 0.1309% gold center of PICC phase I of Jizhou Railway (in No. 1 equity investment fund)
Limited partnership (limited partnership)
5 Citic Securities Company Limited(600030) shares Citic Securities Company Limited(600030) Co., Ltd. 2972413 2972413 2972413 0.1128% limited liability company
J.P.Morgan J. P. Morgan
6 Securities PLC - funds from 2586206 2586206 2586206 0.0981% PLC
Bank Of China Limited(601988) Co., Ltd
Company - GF Juxin bond 1379309 1379309 0.0523% bond securities investment fund
China China Construction Bank Corporation(601939) Co., Ltd
7 GF Fund Management Co., Ltd. - GF Jifeng bond securities investment Co., Ltd
fund
China Merchants Bank Co.Ltd(600036) Co., Ltd
Company - GF Zhaoxiang mixed 172414 172414 172414 0.0065% Composite Securities Investment Fund
8 UBS AG UBS AG 3,275,862 3,275,862 3,275,862 0.1243%
Morgan Stanley Morgan
9. Stanley & Co. 1724310 1724310 1724310 0.0654% International
PLC.
CAITONG fund Ping An Bank
Bank - Orient International Group 86207 86207 86,20
