Hualong Securities Co., Ltd
Verification opinions on lifting the ban on the listing and circulation of some restricted shares in Zhejiang Taitan Co.Ltd(003036) initial public offering
Hualong Securities Co., Ltd. (hereinafter referred to as "Hualong securities", "sponsor") is the sponsor of initial public offering and listing of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as " Zhejiang Taitan Co.Ltd(003036) " and "company"), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, the lifting of the listing and circulation of some restricted shares in the initial public offering of Zhejiang Taitan Co.Ltd(003036) has been verified, and the opinions are as follows:
1、 Overview of shares issued before IPO
(I) initial public offering of shares
Approved by the reply on approving Zhejiang Taitan Co.Ltd(003036) initial public offering of shares (zjxk [2021] No. 27) of China Securities Regulatory Commission, Zhejiang Taitan Co.Ltd(003036) issued 54000000 RMB common shares (A shares) to the public for the first time. With the consent of the notice on the listing of Zhejiang Taitan Co.Ltd(003036) RMB common shares (SZS [2021] No. 127) of Shenzhen Stock Exchange, the company was listed and traded on Shenzhen Stock Exchange on January 28, 2021.
Before the initial public offering, the total share capital of the company was 162 million shares, and after the issuance, the total share capital was 216 million shares. The number of shares with limited sale conditions after the IPO is 162 million shares, accounting for 75.00% of the total share capital of the company; 54 million tradable shares without restrictions, accounting for 25.00% of the total share capital of the company. At present, the number of shares issued before the initial public offering that have not yet been lifted is 162 million shares.
(II) changes in share capital of the company after listing
Since the date of listing, the company has not experienced any changes in the company's shares, such as additional issuance of shares, repurchase and cancellation, distribution of stock dividends or conversion of capital reserve into share capital.
2、 Implementation of commitments by shareholders applying for lifting share restrictions this time
(I) relevant commitments for lifting the restrictions on the sale of shares
The shareholders applying for lifting the restrictions on the sale of shares made commitments in the prospectus for initial public offering and listing and the announcement on the listing of initial public offering shares. The specific contents are as follows:
Commitment type and content of commitment party
Within 12 months from the date of listing of the company's shares, the company will not transfer or entrust others to manage the company's shares held directly or indirectly before this issuance, nor will the company repurchase such shares.
If the company's shares are reduced within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issue 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 company's listing, or the closing price of the company's shares at the end of 6 months after the company's listing (if that day is not a trading day, it is the first trading day after that day, the same below), share circulation restrictions At the issue price (if the company has ex rights and ex dividend matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, allotment of shares, voluntary lock-in and extension of Zhao Lue and LV, the issue price will be adjusted and calculated accordingly, the same below), the lock-in period of the above shares of the company with Huilian long lock-in period will be automatically extended for 6 months.
I promise that during my tenure as a director, supervisor or senior manager of the company, the shares transferred each year will not exceed 25% of the total shares of the company I hold; I will not transfer my shares in the company within six months after my resignation. If I resign before the expiration of my term of office, during the term of office determined when I take office and within six months after the expiration of my term of office, the shares transferred each year shall not exceed 25% of the total shares of the company I hold.
Within 12 months after six months of resignation, the number of shares of the company sold through listing and trading in Shenzhen Stock Exchange shall not exceed 50% of the total number of shares of the company held by me.
Within 12 months from the date of listing of the company's shares, the company will not transfer or entrust others to manage the company's shares held directly or indirectly before this issuance, nor will the company repurchase such shares.
Restrictions on share circulation. During my tenure as a director, supervisor or senior manager of the company, the shares voluntarily locked and postponed by Yu Ke and Zhang each year shall not exceed 25% of the total shares of the company I hold; I will not transfer the shares of the company I hold within six months after I leave the post of the chief justice for the lock-in period. If I promise to resign before the expiration of my term of office, the shares transferred each year shall not exceed 25% of the total shares of the company I hold during the term of office determined when I take office and within six months after the expiration of my term of office.
Within 12 months after six months of resignation, the number of shares of the company sold through listing and trading in Shenzhen Stock Exchange shall not exceed 50% of the total number of shares of the company held by me.
Within 12 months from the date of listing of the company's shares, the company will not transfer or entrust others to manage the company's shares directly or indirectly held by it before this issuance, nor will the company repurchase the circulation restrictions and sub shares of the Department.
Voluntarily lock in and extend my term of office as a director, supervisor or senior manager of the company, and the shares transferred by Liang Xingxian for a long lock-in period shall not exceed 25% of the total shares of the company held by me every year; I promise not to transfer my shares in the company within half a year after I leave office.
Within 12 months after six months of resignation, the number of shares of the company sold through listing and trading in Shenzhen Stock Exchange shall not exceed 50% of the total number of shares of the company held by me.
The company will be notified in writing of its specific plan to increase its holdings of the company's shares within 5 trading days from the date of triggering the conditions for the measures to stabilize the stock price, and the company will make an announcement, and increase its holdings of the company's shares through securities trading and centralized bidding Trading within 3 months from the date of the company's announcement, In principle, the share price of the company shall not be higher than the audited net assets per share of the company in the latest period, and the cumulative increase amount of each share shall not be less than one-third of the total amount of the directors (excluding the independent Zhao Lue and LV Li directors on stabilizing the share price) or senior managers actually received from the company in the previous year (after the commitment letter of tax Huilian plan), The increased shares of the company will not be sold within six months after the completion of the increased shares of the company. After the increased shares, the equity distribution of the company shall meet the listing conditions, and the increased shares and information disclosure shall comply with the provisions of the company law, the securities law and other relevant laws and administrative laws and regulations.
For the newly hired directors (excluding independent directors) who receive salary and / or cash dividends directly or indirectly in the company and the newly hired senior managers in the future, the company will
They can only be appointed after making a commitment to fulfill the corresponding commitment requirements made by Directors (excluding independent directors) and senior managers when the company's initial public offering and listing. If directors (excluding independent directors) and senior managers fail to fulfill their commitment to stabilize the company's share price, the company will deduct one-third of the monthly salary (after tax) of relevant parties after the expiration of three months from the date of announcement or announcement of the share price stabilization plan, Until the accumulated deduction amount reaches one-third of the total salary (after tax) obtained from the company in the previous fiscal year in which the obligation of stabilizing the stock price should be fulfilled, such deduction amount shall belong to the company; In case of losses to the company and investors due to their failure to fulfill the above-mentioned obligation of share increase, such directors (excluding independent directors) and senior managers will compensate the losses of the company and investors according to law.
1. If the directors, supervisors and senior managers of the issuer fail to fulfill the relevant commitments disclosed in the prospectus, the directors, supervisors and senior managers of the issuer will publicly explain the specific reasons for the failure in the shareholders' meeting of the issuer and the newspapers and periodicals designated by the CSRC, And apologize to the issuer's shareholders and public investors;
2. If the directors, supervisors and senior managers of the issuer fail to fulfill the relevant commitments disclosed in the prospectus, the directors, supervisors and senior managers of the issuer will stop receiving remuneration within 10 trading days from the date of the above events, Until I fulfill relevant commitments;
Zhao Lue, LV 3. If the above-mentioned directors, supervisors and senior managers obtain income when they fail to fulfill their commitments due to their failure to fulfill relevant commitments, the income obtained shall belong to the issuer. The above-mentioned directors, supervisors, senior managers and Zhang Ming's binding measures managers shall pay the proceeds to the account designated by the issuer within five legal trading days from the date of obtaining the proceeds or knowing the fact that they have not fulfilled the relevant commitments;
4. If losses are caused to the issuer or other investments due to the failure of the issuer's directors, supervisors and senior managers to fulfill relevant commitments, the issuer's directors, supervisors and senior managers will be liable for compensation to the issuer or investors according to law.
If the commitment of the issuer's directors, supervisors and senior managers fails to be fulfilled, indeed cannot be fulfilled or cannot be fulfilled on schedule due to objective reasons beyond the control of the issuer's directors, supervisors and senior managers, such as relevant laws and regulations, policy changes, natural disasters and other force majeure, The directors, supervisors and senior managers of the issuer will timely and fully disclose the specific reasons for the failure, inability or inability to fulfill their commitments on time.
The commitments made by the shareholders applying for lifting the restrictions on sales in the prospectus for initial public offering and listing are consistent with those made in the announcement on initial public offering and listing. In addition to the above commitments, the shareholders applying for lifting the restrictions on the sale of shares do not have other subsequent additional commitments, statutory commitments and other commitments in the process of the company's acquisition and equity changes.
(II) description of commitment performance
As of the issuance date of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares have strictly complied with the above commitments during the restriction period, and there is no impact on the listing and circulation of the restricted shares due to the non performance of relevant commitments
