China Greatwall Securities Co.Ltd(002939)
About Sinostar Cable Co.Ltd(300933)
The verification opinions China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as ” China Greatwall Securities Co.Ltd(002939) ” or “recommendation institution”) on the listing and circulation of issued shares before the initial public offering of shares, as the recommendation institution of Sinostar Cable Co.Ltd(300933) (hereinafter referred to as ” Sinostar Cable Co.Ltd(300933) ” or “company”), in accordance with the company law, the securities law and the measures for the administration of recommendation business for securities issuance and listing In accordance with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020), we have carefully verified the lifting of the listing and circulation of some issued shares before the initial public offering of Sinostar Cable Co.Ltd(300933) . The verification results and opinions are as follows:
1、 Overview of shares issued before IPO
According to the reply on Approving the registration of Sinostar Cable Co.Ltd(300933) initial public offering issued by China Securities Regulatory Commission (zjxk [2020] No. 3570), the company was approved to publicly issue 91700000 RMB common shares to the public and was listed on the gem of Shenzhen Stock Exchange on January 22, 2021.
After the initial public offering, the total share capital of the company is 458500000 shares, including 372394839 tradable shares with limited sales conditions. Among the restricted shares, 366800000 shares were issued before the initial public offering, and the number of restricted shares issued offline was 5594839. Among them, the initial public offering of offline placement restricted shares was listed and circulated on July 22, 2021. For details, see the company’s website on cninfo (www.cn. Info. Com. CN.) on July 20, 2021 Suggestive announcement on the listing and circulation of initial public offering offline placement restricted shares disclosed on (Announcement No.: 2021-043).
As of the date of issuance of this verification opinion, the total share capital of the company is 458500000 shares, of which 91700000 shares are tradable shares with unlimited sales conditions, accounting for 20.00% of the total share capital of the company, and 366800000 shares are tradable shares with limited sales conditions, accounting for 80% of the total share capital of the company. From the listing of the company to the date of issuance of this verification opinion, there has been no change in the company’s shares due to additional share issuance, repurchase and cancellation, profit distribution or conversion of capital reserve into share capital, and the number of issued shares before the company’s initial public offering has not changed.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
(I) shareholders applying for lifting the share restriction this time
A total of 13 shareholders apply for lifting the share restriction, namely: Tianjin new vision Yousheng equity investment partnership (limited partnership) (hereinafter referred to as “Tianjin new vision”), Zhang Xuemin, song Tianxiang, Yunling Zhihe investment partnership (limited partnership) in Ningbo Meishan free trade port area (hereinafter referred to as “Yunling Zhihe”), Zhao Nanyuan Sanhua Holding Group Co., Ltd. (hereinafter referred to as “Sanhua holding”), Zhonghai Tongchuang Investment Co., Ltd. (hereinafter referred to as “Zhonghai Tongchuang”), Chen Jinyu, Hangzhou Qipu haiben investment management partnership (limited partnership) (hereinafter referred to as “Qipu haiben”), Lu Zhouxin, he Xiaoling, Du Zhenjie Yixing Runbang Investment Consulting Co., Ltd. (hereinafter referred to as “Runbang investment”).
(II) commitments
The commitments made by the shareholders applying for lifting the restrictions on the sale of shares in the prospectus for initial public offering and listing on the gem and the listing announcement for initial public offering and listing on the gem are as follows:
1. Restrictions on the circulation of shares held by shareholders before this offering and the commitment of voluntary locking
1) Commitments of shareholders Tianjin new vision and Zhang Xuemin
“Within 12 months from the date when the issuer’s shares are listed in Shenzhen Stock Exchange, it shall not transfer or entrust others to manage the shares issued before the issuer’s initial public offering directly or indirectly held by the enterprise / person, nor shall the issuer repurchase the shares issued before the issuer’s initial public offering directly or indirectly held by the enterprise / person.
If the shares of the issuer held by the enterprise / person are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the net assets per share in the audited consolidated statement of the previous year when the issuer issued the shares for the first time; If the issuer’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital during the above-mentioned period, the net assets per share shall be adjusted accordingly.
If the enterprise / person fails to comply with the above commitments, all the proceeds from the sale of shares by the enterprise / person in violation of the commitments will belong to the company, and the enterprise / person will bear corresponding legal liabilities.
If there are other provisions in laws, regulations and relevant rules of the CSRC, such provisions shall prevail. “
2) Commitment of shareholders song Tianxiang, Yunling Zhihe, Zhao Nanyuan, Sanhua holdings, CNOOC Tongchuang, Chen Jinyu, Qipu haiben, Lu Zhouxin, he Xiaoling, Du Zhenjie and Runbang investment
“Within 12 months from the date when the issuer’s shares are listed in Shenzhen Stock Exchange, it shall not transfer or entrust others to manage the shares issued before the issuer’s initial public offering directly or indirectly held by the enterprise / person, nor shall the issuer repurchase the shares issued before the issuer’s initial public offering directly or indirectly held by the enterprise / person.
If the shares of the issuer held by the enterprise / person are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price; If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price is lower than the issue price at the end of 6 months after the listing (July 22, 2021), the lock-in period of holding the company’s shares will be automatically extended for at least 6 months. (if the issuer’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital during the above-mentioned period, the issue price shall be subject to ex right and ex interest treatment accordingly). If the enterprise / person fails to comply with the above commitments, all the proceeds from the sale of shares by the enterprise / person in violation of the commitments will belong to the company, and the enterprise / person will bear corresponding legal liabilities.
If there are other provisions in laws, regulations and relevant rules of the CSRC, such provisions shall prevail. “
2. Shareholding intention and reduction intention commitment of shareholders Tianjin new vision and Zhang Xuemin before the issuance
“If, within two years after the expiration of the lock-in period, the enterprise / person intends to reduce its shares, the reduction price shall not be lower than the net assets per share in the audited consolidated statement of the previous year when the issuer issued its shares for the first time; if the issuer’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the above period, the net assets per share shall be adjusted accordingly.
If the enterprise / person intends to reduce its shares after the expiration of the lock-in period, it will strictly abide by the relevant provisions of the CSRC and Shenzhen Stock Exchange on shareholder reduction, carefully formulate the stock reduction plan, reduce its shares in a legal way, and timely and accurately perform the obligation of information disclosure in accordance with the relevant provisions.
If the enterprise / person violates the above reduction intention, the enterprise / person promises to accept the following restrictive measures: ① it will publicly explain the specific reasons for the violation of the reduction intention on the general meeting of shareholders and the disclosure media designated by the CSRC, and apologize to the issuer’s shareholders and public investors; ② The shares held by the issuer shall not be reduced within 3 months from the date when the enterprise / person violates the above reduction intention; ③ The proceeds obtained from the violation of the above reduction intention shall be owned by the issuer.
If there are other provisions in laws, regulations and relevant rules of the CSRC, such provisions shall prevail. “
3. Binding measures for shareholders Tianjin new vision and Zhang Xuemin failing to fulfill their commitments before the issuance
“The company / person will strictly fulfill all the public commitments made by the company / person on the initial public offering of shares and listing on the gem, and actively accept social supervision. If the company / person fails to fulfill the public commitments, it is necessary to put forward new commitments (relevant commitments shall be subject to relevant approval procedures in accordance with laws, regulations and the articles of association) And accept the following binding measures until the new commitments are fulfilled or the corresponding remedial measures are implemented:
1. Publicly explain the specific reasons for non performance at the general meeting of shareholders of the issuer and the disclosure media designated by the CSRC, and apologize to shareholders and public investors; 2. The shares of the issuer shall not be transferred. Unless it is necessary to convert shares due to inheritance, compulsory execution, reorganization of listed companies, performance of commitments to protect the interests of investors, etc; 3. Temporarily do not receive the part of the issuer’s distributed profits attributable to the enterprise / person; 4. If the proceeds are obtained due to the failure to fulfill relevant commitments, the proceeds shall be owned by the issuer, and the proceeds shall be paid to the account designated by the issuer within five working days of obtaining the proceeds; 5. If losses are caused to investors due to failure to fulfill the public commitments in the prospectus, the investors shall be compensated for the losses according to law; 6. If the issuer fails to fulfill the public commitments in the prospectus and causes losses to investors, the enterprise / person shall bear joint and several liability for compensation according to law. “
(III) in addition to the above commitments, the shareholders applying for lifting the restrictions on the sale of shares have no other special commitments. As of the date of issuance of this verification opinion, the above shareholders have strictly fulfilled the above commitments during the sales restriction period, and there is no violation of the above commitments.
(IV) none of the shareholders applying for lifting the share restriction this time has occupied the company’s funds for non operation, and the company has no illegal guarantee for the above shareholders.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation time of restricted shares: Monday, January 24, 2022.
2. The number of restricted shares listed and circulated this time: 143050000 shares, accounting for 31.20% of the total share capital of the company.
3. The number of shareholders applying for lifting the share restriction this time is 13.
4. The details of the application for lifting the restrictions on the sale of shares are as follows:
Unit: shares
No. name of shareholder total number of restricted shares lifted this time remarks
quantity
Tianjin new vision Yousheng Equity Investment Co., Ltd
1. Partnership (limited partnership) 50010000.00 50010000.00
2 Zhang Xuemin 19230000.00 19230000.00
3 song Tianxiang 15000000.00 15000000.00
Yunlingzhi, Ningbo Meishan free trade port area
4. Joint venture partnership (limited partnership 11160000.00 11160000.00)
(partner)
5 Zhao Nanyuan 900000.00 frozen shares
9000000 shares
6 Sanhua Holding Group Co., Ltd. 7670000.00 7670000.00
7. CNOOC Tongchuang Investment Co., Ltd. 7000000.00 7000000.00
8 Chen Jinyu 6280000.00
Hangzhou Qipu haiben Investment Management Co., Ltd
9 partnerships (limited partnership) 5000000.00
10 luzhouxin 4200000.00 4200000.00
11 he Xiaoling 3490000.00 3490000.00
12 Du Zhenjie 3000000.00 3000000.00
Yixing Runbang Investment Consulting Co., Ltd
13 company 2010000.00 2010000.00
Total 143050000.00
Note 1: among the shareholders who lifted the restricted shares this time, no shareholder served as a director, supervisor or senior manager of the company at the same time,
No shareholder is a former director, supervisor or senior manager of the company and has resigned for less than half a year.
Note 2: as of the date of issuance of this verification opinion, among the restricted shares held by the shareholder Zhao Nanyuan, the shares are in the state of judicial freezing
The number of shares is 9000000. The shares can be actually listed and circulated only after the freeze restriction is lifted.
4、 Changes in share capital structure before and after the lifting of restrictions on sales
Unit: shares
Number of shares released before the release of the restrictions on sales after the release of the restrictions on sales
Increase in proportion to the number of categories
