Caitong Securities Co.Ltd(601108)
About Zhe Jiang Li Zi Yuan Food Co.Ltd(605337)
Verification opinions on the listing and circulation of some restricted shares in the initial public offering
Caitong Securities Co.Ltd(601108) (hereinafter referred to as ” Caitong Securities Co.Ltd(601108) ” or “sponsor”) is a sponsor of initial public offering and listing of Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) (hereinafter referred to as ” Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) ” or “company”), In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, the listing and circulation of restricted shares in Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) initial public offering has been carefully verified. The specific circumstances and verification opinions are as follows:
1、 Types of restricted shares listed this time
Approved by the reply on approving Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) initial public offering of shares (zjxk [2020] No. 3439) of China Securities Regulatory Commission, Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) (hereinafter referred to as “the company”) issued 38700000 RMB common shares (A shares) to the public for the first time and was listed on Shanghai Stock Exchange on February 8, 2021. After the initial public offering, the total share capital of the company is 154800000 shares, including 11610000 tradable shares with limited sales conditions, accounting for 75.00% of the total share capital of the company.
The Restricted Shares applied for listing and circulation this time are part of the company’s IPO restricted shares. The restricted period is 12 months from the date of listing of the company’s shares, involving 15 shareholders, a total of 30623880 shares, accounting for 14.13% of the company’s current total share capital. They will be listed and circulated from February 8, 2022.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
After the initial public offering, the total share capital of the company is 154800000 shares, including 11610000 tradable shares with limited sales conditions and 38700000 tradable shares with unlimited sales conditions.
The company held the eighth meeting of the second board of directors, the seventh meeting of the second board of supervisors and the 2020 annual general meeting of shareholders on April 20, 2021 and May 12, 2021 respectively, deliberated and approved the proposal on profit distribution and conversion to share capital in 2020, and agreed to take the total share capital registered on the date of equity distribution as the base, Distribute cash dividend of 5 yuan (including tax) to all shareholders for every 10 shares, and pay cash dividend of 77400000.00 yuan in total. At the same time, increase 4 shares for every 10 shares to all shareholders with capital reserve, with a total of 61920000 shares. After the increase, the total share capital is increased to 216720000 shares, including 54180000 shares with unlimited conditions and 162540000 shares with limited conditions, The number of tradable shares with limited sales conditions held by each shareholder increased in the same proportion.
3、 Relevant commitments on the listing and circulation of restricted shares
According to the prospectus of Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) initial public offering of shares, the relevant commitments made by the shareholders applying for lifting the restrictions on the sale of shares are as follows:
1. Jingning Qianxiang enterprise management consulting partnership (limited partnership) (formerly known as Jinhua Qianxiang investment management partnership (limited partnership), Jingning Qianxiang equity investment partnership (limited partnership)) Anji xinchuangshengrui management consulting partnership (limited partnership) (formerly known as Jinhua xinchuangshengrui investment partnership (limited partnership), Jinhua xinchuangshengrui management consulting partnership (limited partnership)) promises:
“Within 12 months from the date of listing of the issuer’s shares, the partnership will not transfer or entrust others to manage the issuer’s shares held by the partnership before this issuance, nor will the issuer repurchase the above shares held by the partnership.
If the partnership reduces its holdings by means of centralized competitive trading, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer within any continuous 90 natural days; If the partnership reduces its holdings by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If the partnership reduces its holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
2. Maotai Jianxin (Guizhou) Investment Fund Management Co., Ltd. – Maotai Jianxin (Guizhou) Investment Fund (limited partnership), the shareholder of the company, promises:
“The shares obtained by the partnership through capital increase within 12 months before the date of publication of the prospectus by the issuer shall not be transferred or entrusted to others for management within 36 months from the date of completion of the industrial and commercial registration of such shares, nor shall the issuer repurchase such shares.
Within 12 months from the date of listing of the issuer’s shares, the partnership will not transfer or entrust others to manage the issuer’s shares held by the partnership before this issuance, nor will the issuer repurchase the above shares directly or indirectly held by the partnership.
If the partnership reduces its holdings by means of centralized competitive trading, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer within any continuous 90 natural days; If the partnership reduces its holdings by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If the partnership reduces its holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
3. Zhu Wenxiu, Su Zhongjun, Wang Shunyu, Xu Fusheng, Fang Jianhua, Cheng Weizhong and sun xufen, the directors and senior managers who directly hold the shares of the company, promise:
“Within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares held by me before this issuance, nor will the issuer repurchase the above shares held by me.
Within 6 months after the issuer’s listing, if the closing price of the company’s shares for 20 consecutive trading days is lower than the issuing price of this offering, or the closing price at the end of 6 months after listing is lower than the issuing price of this offering, The lock up period of the issuer’s shares directly or indirectly held by me will be automatically extended for 6 months after the expiration of the above-mentioned lock up period (if the issuer has ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment of shares during the above-mentioned period, the issue price shall be calculated based on the price adjusted by ex dividend and ex right factors); During the extended lock up period, the issuer shall not transfer or entrust others to manage the shares issued before the public offering of the issuer directly or indirectly held by itself, nor shall the issuer repurchase the shares issued before the public offering of the issuer directly or indirectly held by itself. During my tenure as a director or senior manager of the issuer, the number of shares transferred each year shall not exceed 25% of the total number of shares of the issuer held directly or indirectly by me; Within six months after leaving office, I will not transfer the shares of the issuer directly or indirectly held by me. In case of resignation before the expiration of my term of office, during the term of office determined at the time of taking 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 number of shares of the issuer directly and indirectly held by me.
If I reduce my holdings by means of centralized bidding trading, within any continuous 90 natural days, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer, and shall report to the stock exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the stock exchange; If I reduce my shares by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If I reduce my holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
4. Cui Hongwei and Zheng Songyou, supervisors who directly hold shares of the company, promise:
“Within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares held by me before this issuance, nor will the issuer repurchase the above shares held by me.
During my term as supervisor of the issuer, the shares transferred each year shall not exceed 25% of the total shares of the issuer held directly or indirectly by me; Within six months after leaving office, I will not transfer the shares of the issuer directly or indirectly held by me. In case of resignation before the expiration of my term of office, during the term of office determined at the time of taking 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 number of shares of the issuer directly and indirectly held by me.
If I reduce my holdings by means of centralized bidding trading, within any continuous 90 natural days, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer, and shall report to the stock exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the stock exchange; If I reduce my shares by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If I reduce my holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
5. Other shareholders of the company, including Aifen, Lin Xiaozhong and Zhu yingxiao, promised:
“Within 12 months from the date of listing of the issuer’s shares, I will not transfer or entrust others to manage the issuer’s shares (if any) indirectly held by me before this issuance, nor will the issuer repurchase the above shares held by me.
If I reduce my holdings by means of centralized bidding trading, within any continuous 90 natural days, the total number of shares reduced shall not exceed 1% of the total number of shares of the issuer, and shall report to the stock exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the stock exchange; If I reduce my shares by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the issuer within any continuous 90 natural days; If I reduce my holdings by means of agreement transfer, the transfer proportion to a single transferor shall not be less than 5% of the total shares of the issuer. “
As of the disclosure date of the company, the holders of the Restricted Shares applied for lifting the restrictions have strictly fulfilled the commitments made by the company during the initial public offering and listing. There is no situation that the non performance of relevant commitments by the holders of the restricted shares affects the circulation of the restricted listing.
4、 Listing and circulation of restricted shares
（1） The number of restricted tradable shares listed this time is 30623880;
（2） The listing and circulation date of the restricted tradable shares is February 8, 2022;
（3） List of listing details of restricted tradable shares
Unit: shares
Serial no. Name of shareholder holding limited sale shares number of limited sale shares in the company’s remaining limited sale shares in this listing proportion of total share capital of the company number of shares
1 Jingning Qianxiang enterprise management consulting 10122000 4.67% 10122000 partnership (limited partnership)
Maotai Jianxin (Guizhou) Investment Co., Ltd
2 Fund Management Co., Ltd. – Mao 9224880 4.26% 92248800 Taiwan Jianxin (Guizhou) investment base
Gold (limited partnership)
3 Anji Xinchuang Shengrui management consulting 3885000 1.79% partnership (limited partnership)
4 Zhu Wenxiu 1365000 0.63%
5 Su Zhongjun 1092000 0.50%
6 Fang Jianhua 1029000 0.47%
7 Xu Fusheng 945000 0.44%
8 Cheng Weizhong 882000 0.41%
9 Zhu yingxiao 483000 0.22%
10 sun xufen 420000 0.19%
11 Cui Hongwei 315000 0.15%
12 Zheng Songyou 262500 0.12%
13 Wang Shunyu 262500 0.12%
14 Lin Xiaozhong 168000 0.08%
15 Fang Aifen 168000 0.08%
Total 30623880 14.13% 0
5、 Statement of changes in share capital structure
