CITIC Securities Co., Ltd.
Audit Report on the Lifting of Lock-up and Listing of Additional Shares from Shanxi Coal and Coke Energy Group Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Connected Transactions
As the independent financial advisor, CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or "Independent Financial Advisor") has, in accordance with the "Administrative Measures for Major Asset Restructuring of Listed Companies," the "Shenzhen Stock Exchange Stock Listing Rules," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guide No. 1 - Norms for Operations of Main Board Listed Companies," and other relevant laws, regulations, and normative documents, conducted a prudent review of the matter of lifting the lock-up and listing of additional shares issued by Shanxi Coal and Coke Energy Group Co., Ltd. (hereinafter referred to as "the Company," "the Listed Company," or "Shanxi Coal and Coke") in connection with the issuance of shares and payment of cash to purchase assets and raise supporting funds and connected transactions (hereinafter referred to as "the Restructuring"). The specific review findings are as follows:
I. Basic Information on the Shares Subject to Lock-up Release
The shares subject to lock-up release are restricted shares from the portion of the Restructuring involving the issuance of shares to purchase assets, which are now being released for listing and circulation.
(I) Approval Status
On December 28, 2022, the China Securities Regulatory Commission issued the "Approval on the Issuance of Shares by Shanxi Coal and Coke Energy Group Co., Ltd. to Shanxi Coal and Coke Group Co., Ltd. and Others to Purchase Assets and Raise Supporting Funds" (Zheng Jian Xu Ke [2022] No. 3240), approving Shanxi Coal and Coke's acquisition of a 51% equity interest in the surviving entity of Huajin Coal and Coke held by Shanxi Coal and Coke Group Co., Ltd. and a 49% equity interest in Mingzhu Coal Industry held by Li Jinyu and Gao Jianping through the issuance of shares and payment of cash, and the non-public issuance of supporting funds not exceeding RMB 4.4 billion.
(II) Share Registration Status
The new shares issued as part of the Restructuring involving the issuance of shares and payment of cash to purchase assets were registered on January 12, 2023, with China Securities Depository and Clearing Corporation Limited Shenzhen Branch. The total number of newly registered shares is 1,106,403,128 shares (restricted tradable shares), with a listing date of January 20, 2023.
The new shares issued as part of the supporting funds raised in the Restructuring were registered on May 4, 2023, with China Securities Depository and Clearing Corporation Limited Shenzhen Branch. The total number of newly registered shares is 474,137,931 shares (restricted tradable shares), with a listing date of May 15, 2023.
(III) Lock-up Period Arrangements
The lock-up period arrangements for the shares subject to lock-up release are as follows:
| No. | Name of Issuance Recipient | Number of Shares (Shares) | Lock-up Period |
|---|---|---|---|
| 1 | Shanxi Coal and Coke Group Co., Ltd. | 1,036,858,280 | 36 months |
II. Changes in the Company's Share Capital Since the Formation of These Restricted Shares
Since the formation of these restricted shares, the changes in the Company's total share capital are as follows: The Restructuring raised supporting funds through a non-public issuance of shares amounting to RMB 4,399,999,999.68, with the issuance of 474,137,931 new shares at an issue price of RMB 9.28 per share. The listing date for these newly issued shares from the supporting funds raised was May 15, 2023. After this issuance, Shanxi Coal and Coke's total share capital increased to 5,677,101,059 shares.