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西部黄金: 国泰海通证券股份有限公司关于西部黄金发行股份购买资产并募集配套资金暨关联交易之部分限售股解禁并上市流通的核查意见
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - The independent financial advisor, Guotai Junan Securities, has conducted a thorough review of the restricted stock release and listing for Western Gold Co., Ltd., confirming compliance with relevant regulations and the completion of performance commitments [1][9]. Summary by Sections 1. Type of Restricted Stock Listing - The restricted stock being listed is part of the asset purchase and fundraising through share issuance, specifically related to the acquisition of assets [1]. - The China Securities Regulatory Commission approved the issuance of shares for asset purchase and fundraising not exceeding 400 million yuan [1][2]. 2. Shareholder Lock-up Period and Release - Yang Shengrong's 11,629,124 shares with a 12-month lock-up period were released on October 16, 2023, while another 11,629,124 shares with a 24-month lock-up were not released due to unmet performance commitments, but were later unlocked following the completion of compensation [2]. - The company signed a compensation agreement with Xinjiang Nonferrous Metals and Yang Shengrong, agreeing to repurchase a total of 6,682,313 shares at a nominal price of 1 yuan [2]. 3. Changes in Share Capital - Following the issuance of 36,363,636 shares, the total share capital increased to 925,429,336 shares, which was later reduced to 922,853,531 shares after the cancellation of certain restricted shares [3]. - The company’s total share capital was further reduced to 910,999,123 shares after additional cancellations related to performance commitments [3]. 4. Commitments Related to Restricted Stock - Xinjiang Nonferrous Metals and Yang Shengrong made commitments regarding the transfer of shares, including a 6-month extension of the lock-up period if the stock price falls below the issuance price [4][5]. - Yang Shengrong's shares are subject to a performance-based unlocking schedule, with specific conditions tied to the audited net profits of the target companies [6][7]. 5. Listing of Restricted Shares - A total of 203,195,683 shares will be released for trading on September 9, 2025, with the details of the shareholding structure provided [7][8]. - The independent financial advisor confirmed that the release of restricted shares complies with relevant laws and regulations, and that there are no violations of lock-up commitments by the shareholders [9].
西部黄金: 国泰海通证券股份有限公司关于西部黄金股份有限公司发行股份购买资产并募集配套资金暨关联交易之部分限售股解禁并上市流通的核查意见
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - The independent financial advisor, Guotai Junan Securities, has conducted a thorough review of the restricted stock release and listing for Western Gold Co., Ltd., confirming compliance with relevant regulations and the fulfillment of performance commitments by shareholders [1][9]. Summary by Sections Restricted Stock Listing Type - The restricted stock being listed is part of the asset purchase and fundraising through share issuance, specifically related to the acquisition of assets from Xinjiang Nonferrous Metals Industry Group Co., Ltd. [1]. Stock Issuance Approval - On July 21, 2022, the China Securities Regulatory Commission approved Western Gold's issuance of shares to purchase assets and raise no more than CNY 400 million [1]. Share Registration - A total of 245,317,800 shares were registered with the China Securities Depository and Clearing Corporation Limited, Shanghai Branch [1]. Lock-up Period and Release - Yang Shengrong's shares with a 12-month lock-up period (11,629,124 shares) were released on October 16, 2023. The 24-month lock-up shares (11,629,124 shares) were not released as the performance targets were not met, but have now been unlocked following the completion of performance commitments [2]. Changes in Share Capital - After the issuance of 36,363,636 shares, the total share capital increased to 925,429,336 shares. Following the cancellation of certain restricted shares, the total share capital was reduced to 922,853,531 shares [3]. Commitments Related to Restricted Shares - Xinjiang Nonferrous and Yang Shengrong made commitments regarding the transfer of shares and performance compensation, including a 6-month extension of the lock-up period if certain stock price conditions are not met [4][5]. Listing of Restricted Shares - A total of 203,195,683 shares will be listed for trading on September 9, 2025, with the breakdown of restricted and unrestricted shares detailed [7][8]. Independent Financial Advisor's Opinion - The independent financial advisor confirmed that the shareholders have adhered to their lock-up commitments, and the release of restricted shares complies with relevant laws and regulations [9].