Citic Securities Company Limited(600030)
About New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd
Verification opinions on the listing and circulation of issued shares before initial public offering
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") is a sponsor for New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd. (hereinafter referred to as " New Hope Dairy Co.Ltd(002946) " or "company") to publicly issue convertible corporate bonds and continuously supervise, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, The listing and circulation of issued shares before the initial public offering of New Hope Dairy Co.Ltd(002946) has been verified. The specific verification conditions and opinions are as follows:
1、 Overview of shares issued before IPO
(I) initial public offering of shares
Approved by the reply on Approving the initial public offering of New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd. (zjxk [2018] No. 1726) of China Securities Regulatory Commission and agreed by the notice on the listing of RMB common shares of New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd. (SZS [2019] No. 44) of Shenzhen Stock Exchange, New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd. (hereinafter referred to as "the company" or "the company") issued 85371067 RMB ordinary shares (A shares) to the public for the first time and was listed and traded on Shenzhen Stock Exchange on January 25, 2019. The total share capital of the company before the initial public offering was 768339599 shares, and after the initial public offering was 853710666 shares, including 768339599 shares of restricted circulation shares and 85371067 shares of unlimited circulation shares.
(II) changes in total share capital of the company after listing
1. After the deliberation and approval of the fourth meeting of the second board of directors, the sixth meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021, the company implemented the 2020 restricted stock incentive plan and granted 13560000 restricted shares to 39 incentive objects. The restricted shares of the incentive plan were listed on May 12, 2021, and the company added 13560000 shares, The total share capital is 867270666 shares.
2. With the approval of "zjxk [2020] No. 2614" of China Securities Regulatory Commission, the company publicly issued 7.18 million convertible corporate bonds on December 18, 2020, with a face value of 100 yuan each and a total issuance amount of 718 million yuan. With the consent of SZS [2021] No. 63 document of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), the company's 718 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since January 19, 2021. The bonds are referred to as "new milk convertible bonds" and the bond code is "128142". According to relevant laws and regulations and the prospectus for the public offering of A-share convertible corporate bonds by New Hope Liuhe Co.Ltd(000876) Dairy Co., Ltd., the "new milk convertible bonds" issued by the company can be converted into shares of the company from June 24, 2021. As of January 20, 2022, the share capital of the company has increased by 832 shares due to the conversion of convertible corporate bonds, and the total share capital of the company is 867271498 shares, of which the number of shares with limited sales conditions is 720321218 shares (including 694393946 shares of restricted shares before the initial offering, 13560000 shares of equity incentive restricted shares and 12367272 shares of senior management locked shares), accounting for 83.06% of the total share capital of the company; The number of shares without sale conditions is 146950280, accounting for 16.94% of the total share capital of the company.
2、 Implementation of commitments by shareholders applying for lifting share restrictions this time
The shareholders applying for lifting the share restriction are universal Dairy Limited (hereinafter referred to as "UDL") and New Hope Liuhe Co.Ltd(000876) Investment Group Co., Ltd. (hereinafter referred to as "new investment group").
(I) commitments made in the company's announcement on the listing of initial public offering of a shares
Commitment subject commitment type commitment content
Within 36 months from the date when the company's shares are listed on the Shenzhen Stock Exchange, it shall not transfer or entrust others to manage the shares it has directly or indirectly held before the company's initial public offering, nor shall the relevant joint-stock company repurchase such shares. If the shares of the company held by UDL 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 company's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital during this period, the issuance price shall be adjusted accordingly); 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 at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company's shares held by the company will be automatically extended for 6 months.
As for the shares, within 36 months from the date when the company's shares are listed on the Shenzhen Stock Exchange, it shall not transfer or entrust the transferee locked by other xintou group to manage the shares it held before the company's initial public offering, nor shall the company repurchase some of the promised shares.
The shareholders of the company, universal dairy limited and New Hope Liuhe Co.Ltd(000876) Investment Group Co., Ltd., promise to continue to hold shares of the company in principle in order to continue to support the development of the company and repay shareholders after the lock-in period expires; If there is other investment demand or urgent need for capital turnover, and it is difficult to solve by financing through other channels, and it is really necessary to reduce the shares of the company, on the premise of meeting relevant regulations and commitments, we will comprehensively consider the performance of the share price in the secondary market and reduce some of the shares of the company; During the reduction, the reduction will be carried out through centralized bidding, block trading, agreement transfer and other laws and regulations, exchange regulated UDL, and the legal methods set by the shareholding of new investors; It will comply with the provisions of the CSRC on the reduction of shareholding of shareholders, directors, supervisors and senior managers of listed companies and their intention to reduce their shareholding, the stock listing rules of Shenzhen Stock Exchange and the implementation rules for the reduction of shareholding of shareholders, directors, supervisors and senior managers of listed companies promised by Shenzhen Stock Exchange; If the company's shares held before the company's initial public offering are reduced within two years after the expiration of the lock-in period, The reduction price shall not be lower than the issuing price of the company's initial public offering of shares (if ex rights and ex interests are carried out due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares and other reasons, corresponding adjustments shall be made in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange); After listing, the company will fulfill the obligation of announcement three trading days in advance when reducing its holdings; If the shares are reduced through centralized bidding trading at the stock exchange, it shall be promised 15 trading days before the first sale
File with the stock exchange and announce the reduction plan. The reduction plan shall be determined in accordance with Article 13 of the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, and disclose the progress of reduction in accordance with relevant regulations; In case of compensation to the company or investors and the reduction of shares must be made for compensation, the reduction under such circumstances does not need to comply with this reduction commitment; In case of reducing the company's shares in violation of the public commitment made, the proceeds from the reduction shall be turned over to the issuer and compensation shall be made for the losses caused to the issuer or investors due to the failure to fulfill the commitment.
1. There are no false records, misleading statements or major omissions in the contents contained in the letter of intent for the initial public offering and listing of the company, and the controlling shareholders shall bear corresponding legal liabilities for the authenticity, accuracy and completeness of the contents contained in the letter of intent.
With regard to declaration 2. If the letter of intent for this public offering of shares and the application documents for initial public offering of shares of other companies are true, and there are false records, misleading statements or major omissions in the documents, so that the investors suffer losses in the UDL and compensation of securities trading, they will compensate the investors for the losses incurred according to law. After the relevant illegal facts are confirmed by the promised securities regulatory authorities or judicial organs, they will adopt the principles of simplifying procedures, actively negotiating, paying compensation in advance and effectively protecting the interests of investors, especially small and medium-sized investors Actively compensate the direct economic losses suffered by investors through mediation between the third party and investors and the establishment of Investor Compensation Fund. In case of any dispute over the determination of loss, the amount determined by the judicial decision finally issued by the judicial organ shall prevail.
1. We will strictly perform all obligations and responsibilities in all public commitments made during the initial public offering and listing of the company.
2. If the obligations or responsibilities in the commitments are not fully, timely and effectively fulfilled due to uncontrollable reasons such as force majeure, it is necessary to put forward new commitments and accept the following binding measures until the new commitments are fulfilled or the corresponding remedial measures are implemented:
(1) The specific reasons for failure to perform, inability to perform or failure to perform on schedule shall be disclosed in a timely manner after the fact of failure to perform the commitment is confirmed.
(2) if it fails to fulfill its commitment, it will make a public explanation in the newspapers designated by the CSRC and apologize to the investors, and is willing to accept the supervision of regulators, self regulatory organizations and the public.
Binding measures (3) if the company or other investors suffer losses due to the failure to fulfill the commitments made, they will be liable for compensation to the company or other investors according to law.
(4) The company owns all the income generated by the violation of the commitment. The company has the right to withhold the cash dividends due to the controlling shareholder, and shall not transfer the company's shares held directly or indirectly until the controlling shareholder delivers the illegal income to the company in full.
3. If the controlling shareholder fails to fully, timely and effectively perform its obligations or responsibilities in the commitments due to force majeure and other reasons beyond its control, it will publicly explain the specific reasons in a timely manner on the disclosure media designated by the CSRC.
The company promises not to interfere with the operation and management activities of the company beyond its authority and not to encroach on the interests of the company. From the date of issuance of this letter of commitment to the completion of the company's issuance, if the China Securities Regulatory Commission makes other new regulatory provisions on filling return measures and commitments, and the above commitments of the company cannot meet these provisions of the China Securities Regulatory Commission, The company promises to issue supplementary commitments in accordance with the latest provisions of the China Securities Regulatory Commission. The company promises to strictly fulfill the above commitments made immediately after being diluted, so as to ensure that the company's measures for filling returns can be effectively implemented. If the company violates the commitments made or refuses to fulfill the commitments, the company will perform the corresponding obligations of explanation, apology and so on in accordance with the guiding opinions on matters related to the initial measures, issuance and refinancing, dilution of immediate return for major asset restructuring (CSRC notice [2015] No. 31) and other relevant provisions, And agree with China Securities Regulatory Commission
