People's Livelihood and Health: Caitong Securities' verification opinions on the listing and circulation of shares issued before the initial public offering of the People's Livelihood and Health part
Caitong Securities Co., Ltd.
About Hangzhou Minsheng Health Pharmaceutical Co., Ltd.
Verification opinions on the listing and circulation of some shares issued before the initial public offering
Caitong Securities Co., Ltd. (hereinafter referred to as "Caitong Securities" or the "Sponsor"), as the sponsor of the initial public offering of shares of Hangzhou Minsheng Health Pharmaceutical Co., Ltd. (hereinafter referred to as "Minsheng Health" or the "Company") and its listing on the GEM, in accordance with the "Measures for the Administration of Sponsorship Business for Securities Issuance and Listing", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" and "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 13" No. - Sponsorship Business" and other relevant laws, regulations and normative documents, a prudent review was conducted on the listing and circulation of shares issued before the initial public offering of the Minsheng Health part. The specific review details are as follows:
1. Overview of shares issued before the initial public offering and changes in shares after listing
With the approval of the China Securities Regulatory Commission's "Reply on the Registration of the Initial Public Offering of Stocks of Hangzhou Minsheng Health Pharmaceutical Co., Ltd." (CSRC License [2023] No. 1204), and in accordance with the Shenzhen Stock Exchange's "Notice on the Listing of Hangzhou Minsheng Health Pharmaceutical Co., Ltd.'s RMB Ordinary Shares on the GEM" (SZSE [2023] No. 821), the company's initial public offering of RMB ordinary shares (A shares) 8,913.8600 million shares and will be listed for trading on the GEM of the Shenzhen Stock Exchange on September 5, 2023.
The company's total share capital before the initial public offering was 267,415,730 shares. After the completion of the initial public offering, the company's total share capital is 356,554,330 shares, including 272,008,733 shares with selling restrictions, accounting for 76.29% of the company's total share capital after the issuance; 84,545,597 shares without selling restrictions, accounting for 23.71% of the company's total share capital after the issuance.
On March 5, 2024 (Tuesday), the company's initial public offering of offline restricted shares expired and the sales restriction period expired and they were listed for circulation. The number of shares was 4,593,003 shares, accounting for 1.29% of the total share capital after the issuance.
On September 5, 2024 (Thursday), the sales restriction period of some of the shares issued before the company's initial public offering expired and were listed for circulation. The number of shares was 21,393,258 shares, accounting for 6.00% of the total share capital after the issuance.
Except for the above changes, since the company's initial public offering of shares, there have been no changes in the company's shares due to additional share issuance, repurchase and cancellation, distribution of stock dividends, or capitalization of capital reserve funds, etc.
As of the date of issuance of this verification opinion, the company's total share capital is 356,554,330 shares, including 246,367,472 shares with selling restrictions, accounting for 69.10% of the company's total post-issuance shares; 110,186,858 shares without selling restrictions, accounting for 30.90% of the company's total post-issuance share capital.
2. Performance of commitments by shareholders who apply to lift share sales restrictions
A total of four shareholders have lifted the sales restrictions this time, including Hangzhou Minsheng Pharmaceutical Co., Ltd. (hereinafter referred to as "Minsheng Pharmaceutical"), Hangzhou Jingniu Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Jingniu Management"), Hangzhou Jingyi Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Jingyi Management"), and Hangzhou Ruimin Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Ruimin Management"). Among them, Minsheng Pharmaceutical is the company's controlling shareholder, and Minsheng Pharmaceutical, Jingniu Management, Jingyi Management, and Ruimin Management are all companies controlled by the company's actual controllers Zhu Fujiang and Zhu Yuqi.
Minsheng Pharmaceutical, the shareholder who applied to lift the share trading restrictions this time, has detailed the "Commitments on Share Circulation Restrictions and Lock-ups" in the "Prospectus for the Initial Public Offering of Stocks and Listing on the GEM" and the "Listing Announcement for the Initial Public Offering of Stocks and Listing on the GEM" as follows:
"1. Within 36 months from the date of listing of the company's stocks, the shares issued before the company's initial public offering (hereinafter referred to as "pre-IPO shares") directly or indirectly held by the promisee will not be transferred or entrusted to others to manage, nor will the company repurchase these shares.
If the closing price of the company's stock is lower than the initial public offering price (hereinafter referred to as the "issue price") for 20 consecutive trading days within 6 months after the listing, or the closing price at the end of the 6-month period after listing (March 5, 2024, postponed on non-trading days) is lower than the issue price, the lock-up period for the company's stocks held directly or indirectly by the promisee will be automatically extended for 6 months (in the event of ex-rights and ex-dividend events, the aforementioned issue price will be adjusted accordingly).
If the pre-IPO shares are reduced within two years after the expiration of the above-mentioned lock-up period, the reduction price shall not be lower than the issue price (in case of ex-rights and ex-dividend events, the aforementioned issue price shall be adjusted accordingly).
The pledger will abide by laws, regulations and business rules of stock exchanges regarding shareholding reduction methods, shareholding reduction ratios, shareholding reduction prices, information disclosure and other relevant regulations when reducing shareholdings, and ensure that the reduction of company shares will not violate relevant restrictive regulations. During the shareholding period of the Commitor, if the laws, regulations, normative documents, policies and requirements of securities regulatory agencies change regarding share lock-up and shareholding reduction, the Commitor is willing to automatically apply the changed laws, regulations, normative documents, policies and requirements of securities regulatory agencies.
The promisee will abide by the above commitment. If the promisee violates the above commitment, the value-added income obtained by the promisee from the transfer of the pre-IPO shares will belong to the company. Before the proceeds from the shareholding reduction are fully paid to the company, the company has the right to withhold the remuneration payable to the promisee and the cash dividends due to the promisee. At the same time, the promisee shall not transfer the company shares held directly or indirectly until the promisee has fully delivered to the company the proceeds arising from the violation of the promise. "
Minsheng Pharmaceutical, the shareholder who applied to lift the share sales restriction this time, has detailed the "intention to reduce its shareholding" in the "Prospectus for the Initial Public Offering of Stocks and Listing on the GEM" and the "Listing Announcement for the Initial Public Offering of Stocks and Listing on the GEM" as follows:
“1. The promisee intends to hold the issuer’s stocks for a long time.
If the shares held by the pledger are reduced within 2 years after the expiration of the lock-up period, the reduction price will not be lower than the initial public offering price (if the company has ex-rights and dividends such as dividend distribution, capitalization, allotment, etc., the issue price will also be adjusted accordingly). Methods for reducing holdings include centralized bidding transactions, block transactions, agreement transfers and other methods that comply with relevant regulations of the China Securities Regulatory Commission and stock exchanges.
After the lock-up period expires, the reduction of the company's shares held by the promisee will be handled in accordance with the relevant regulations of the "Company Law", "Securities Law", securities regulatory authorities and stock exchanges. During the period when the company holds more than 5% of the shares, if the promisee intends to reduce its shareholding in the company, it will notify the company three trading days in advance and make an announcement through the company. The reduction will not be carried out before the announcement procedures are fulfilled.
If the promisee violates the relevant commitments, he will publicly explain the specific reasons for the failure to perform at the company's shareholders' meeting and newspapers designated by the China Securities Regulatory Commission and apologize to shareholders and public investors, and will comply with the provisions of laws, regulations and normative documents 10 Repurchase the illegally sold stocks within 10 trading days; if there is a profit due to failure to perform the above commitments, the promisee will pay the aforementioned profits to the company's designated account within 5 trading days of receiving the profits, otherwise the company has the right to temporarily withhold the cash dividends payable to the promisee that are equal to the proceeds from the company's illegal reduction of holdings; if the company and other investors suffer losses due to failure to perform the commitments on locked shares and reduction of holdings, the promisee will bear compensation liability to the company or other investors in accordance with the law. "
The shareholders Ruimin Management, Jingyi Management, and Jingniu Management who applied to lift the share sales restriction this time have detailed the "Commitments on Share Circulation Restrictions and Lock-ups" in the "Prospectus for the Initial Public Offering of Stocks and Listing on the GEM" and the "Listing Announcement for the Initial Public Offering of Stocks and Listing on the GEM" as follows:
"1. Within 36 months from the date of listing of the company's stocks, the promisee will not transfer or entrust others to manage the shares issued before the company's initial public offering (hereinafter referred to as "pre-IPO shares") directly or indirectly held by the promisee, nor will the company repurchase these shares.
- The pledger will abide by laws, regulations and stock exchange business rules regarding shareholding reduction methods, shareholding reduction ratios, shareholding reduction prices, information disclosure and other relevant reduction regulations when reducing shareholdings, and ensure that the reduction of company shares will not violate relevant restrictive regulations. During the shareholding period of the Commitor, if the laws, regulations, normative documents, policies and requirements of securities regulatory agencies change regarding share lock-up and shareholding reduction, the Commitor is willing to automatically apply the changed laws, regulations, normative documents, policies and requirements of securities regulatory agencies. "
As of the date of issuance of this verification opinion, the shareholders who applied to lift the sales restriction on their shares have strictly fulfilled the above commitments during the sales restriction period, and there is no situation where the failure to fulfill relevant commitments will affect the listing and circulation of the restricted shares. Except for the above commitments, there are no other subsequent commitments from shareholders.
The shareholders who applied to lift the sales restriction this time did not occupy the company's funds for non-operational purposes, and the company did not provide any illegal guarantees to the above shareholders.
There are no restrictions on the transfer of the shares applying for the lifting of sales restrictions due to laws, regulations or business rules of the Shenzhen Stock Exchange.
3. Listing and circulation arrangements for the shares that have been lifted from sales restrictions this time
The listing and circulation date of the shares with sales restrictions lifted this time is September 7, 2026 (Monday, because September 5, 2026 is a non-trading day, it will be postponed to the next trading day);
The total number of shares applied to be released from selling restrictions this time is 246,022,472 shares, accounting for 69.00% of the total share capital after issuance;
The number of shareholders applying to release restricted shares this time is 4;
The specific circumstances of this application to release restricted shares are as follows:
Unit: Share
Sales restrictions held
Foreword Restricted shares account for total Remaining restricted shares in this application
Name of shareholder Total number of shares
No. Share capital ratio Excluding restricted sales quantity Quantity
number
1 Minsheng Pharmaceutical 238,000,000 66.75% 238,000,000 - 2 Ruimin Management 2,139,326 0.60% 2,139,326 - 3 Jingyi Management 2,674,157 0.75% 2,674,157 - 4 Jingniu Management 3,208,989 0.90% 3,208,989 -
Total 246,022,472 69.00% 246,022,472 - Note: None of the shares held by the above shareholders are pledged and frozen; among the shareholders whose shares have been released from restricted sales, no direct shareholder is also a director or senior manager of the company; no direct shareholder is a former director or senior manager of the company and has left the company less than half a year ago.
The company's board of directors promises to supervise relevant shareholders to strictly abide by their commitments when selling shares, and to continue to disclose the performance of shareholders' commitments in regular reports.
4. Changes in shares after the lifting of sales restrictions
Unit: Before this change in share capital Increase or decrease after this change
Nature of shares
Quantity (+,-)
Quantity Proportion Quantity Proportion
1. Limited sale clause
246,367,472 69.10% -246,022,472 345,000 0.10% shares
Among them: before the launch
246,022,472 69.00% -246,022,472 - 0.00% restricted shares
2. Unlimited sales items
110,186,858 30.90% +246,022,472 356,209,330 99.90% shares
- Total number of shares 356,554,330 100.00% - 356,554,330 100.00% Note: The capital structure table after the sale restriction is lifted is subject to the final processing results of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
5. Verification opinions of the sponsor
After verification, the sponsor believes that:
Holders of Minsheng Health's restricted shares have strictly fulfilled the commitments on "share circulation restrictions and lock-up commitments" and "intention to reduce holdings" in the prospectus; the number of shares and the listing and circulation time of the company's application for the lifting of restricted shares this time are in compliance with the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other relevant regulations; as of the date of issuance of this verification opinion, the company's information disclosure on the listing and circulation of shares issued before this initial public offering is true, accurate and complete.
In summary, the sponsor has no objection to the listing and circulation of the shares issued before the initial public offering of the Minsheng Health part.
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(This page has no text, but is the signature page of "Caitong Securities Co., Ltd.'s Verification Opinions on the Listing and Circulation of Part of the Shares Issued Before the Initial Public Offering of Hangzhou Minsheng Health Pharmaceutical Co., Ltd.")
Sponsor representative:
Xiong Wenfeng Xu Chang
Caitong Securities Co., Ltd.
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