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Shenzhen Stock Exchange:
According to the "Company Law of the People's Republic of China", "Administrative Measures for Major Assets Restructuring of Listed Companies", "Administrative Measures for Financial Advisory Business of M&A and Reorganization of Listed Companies", and "Stock Listing Rules of Shenzhen Stock Exchange", CITIC Securities Co., Ltd. Referred to as “CITIC Securities†or “Independent Financial Adviser†as the independent financial adviser of Hunan Jiangnan Hongjian Co., Ltd. (referred to as “Listed Company†or “Jiangnan Hongjianâ€) to issue shares to purchase assets and raise matching funds and related transactions. The underwriters have prudently checked the application for non-public issuance of restricted shares in Jiangnan Red Arrow to raise funds for listing and listing. The verification and verification opinions are now published as follows:
I. Basic information on the acquisition of shares that have been restricted for sale this time
The 12th meeting of the 8th Board of Directors of Jiangnan Red Arrow and the 1st Extraordinary General Meeting of Shareholders in 2013 reviewed and approved the “Proposal on the Company's Issuance of Shares to Purchase Assets and Raise Matching Funds and Related Transaction Schemesâ€. The listed company agreed to the Chinese weapons industry. Group Company, Yuxi Industrial Group Co., Ltd., Shanghai Xunbang Investment Co., Ltd., Beijing Jinwanzhong Technology Development Co., Ltd., Wang Siqing, Yu Guobing, Zhang Kui, Zhang Xiangfa, Liang Hao issued shares to purchase the total number of Zhongnan Diamond Co., Ltd. held by them % equity and raise matching funds to no more than 10 specific investors for non-public offering of shares. Approved the issuance of listed companies according to the approval of the China Securities Regulatory Commission on approving the approval of Hunan Jiangnan Red Arrow Co., Ltd. to issue shares to China Ordnance Industry Group Co., Ltd. and to collect matching funds (Zheng Jian Li [2013] No. 1012) Shares purchase assets and raise related funds related matters.
In December 2013, the listed company went to Beijing Infrastructure Investment Co., Ltd., Shenyin Wanguo Securities Co., Ltd., Jiantou Investment Co., Ltd., ICBC Credit Suisse Fund Management Co., Ltd., Anhui Railway Construction Investment Fund Co., Ltd., Anhui Investment Group Nine specific investors including Holdings Limited, Tsinghua University Education Foundation, Qingdao Jiahao Investment Enterprise (Limited Partnership) and Anhui State-owned Financial Investment Co., Ltd. issued 136,715,909 RMB ordinary shares (A shares) with a par value of RMB1.00 each. Yuan, the subscription price per share was RMB 9.68, and a total of RMB 1,323,409,999.12 was raised.
On December 3, 2013, the listed company submitted relevant registration materials to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for the new shares. The 136,715,909 A shares issued were registered on December 11, 2013. 9 specific investors. The newly added shares are restricted shares tradable shares (restricted sales period is 12 months), and the first day of listing is December 12, 2013.
As of the date of issuance of this verification opinion, the total share capital of the listed company is 738,017,256 shares.
2. The commitment and performance of the shareholders who applied for the cancellation of the restricted shares
Beijing Infrastructure Investment Co., Ltd., Shenyin Wanguo Securities Co., Ltd., Jiantou Investment Co., Ltd., ICBC Credit Suisse Fund Management Co., Ltd., Anhui Railway Construction Investment Fund Co., Ltd., Anhui Investment Group Holdings Co., Ltd., Tsinghua University Education Fund Huizhou, Qingdao Jiahao Investment Enterprise (Limited Partnership) and Anhui Provincial State-owned Financial Investment Co., Ltd. all promised:
From the date of listing of Jiangnan Hongjian Stock, the shares subscribed for this time will not be transferred within 12 months, and the board of directors of Jiangnan Red Arrow will be entrusted to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to apply for the lock-up of the above-mentioned subscription shares of the Company. . Guarantee to compensate the losses suffered by other shareholders when they fail to perform or not fully fulfill their commitments. If there is a breach of the promised sale transaction, the authorized registration and settlement company will transfer the sold funds to the listed company account and be owned by all shareholders.
As of the date of issuance of this verification opinion, the shareholders who applied for the release of the restricted shares strictly fulfilled the above commitments and there was no violation of the above commitments.
As of the date of issuance of this verification opinion, the shareholder who applied for the release of the restricted shares of the company did not have any non-operating occupation of the company's funds, and the company did not have any non-compliance guarantee.
3. The listing and circulation arrangements for the lifting of the restricted shares
1. The date of the release of the restricted shares will be listed on December 12, 2014;
2. The number of restricted shares released this time was 136,715,909 shares, accounting for 18.52% of the company's total share capital;
3. A total of 9 shareholders applying for the cancellation of the restricted shares of the shares;
4. The circulation of the restricted shares can be listed as follows: 
V. Independent financial consultant verification opinion
After verification, the independent financial adviser issued the verification opinions on the listing and circulation of Jiangnan Hongjian's restricted shares.
1. The listing and circulation of the restricted shares are in compliance with the relevant laws and regulations such as the "Company Law" and the "Stock Listing Rules of Shenzhen Stock Exchange";
2. The number of restricted sales of the restricted shares and the time of listing and circulation are in compliance with relevant laws and regulations and sales restriction commitments;
3. The information disclosed by the listed company on the listing and circulation of the restricted shares is true, accurate and complete;
4. CITIC Securities has no objection to the lifting of the non-public issuance of restricted shares in Hunan Jiangnan Hongjian Co., Ltd.
Jiangnan Red Arrow: Verification opinion on the listing and circulation of non-public issuance of restricted shares
Abstract China Securities Securities Co., Ltd. on the verification of the listing and circulation of non-public offering restricted shares of Hunan Jiangnan Hongjian Co., Ltd. Shenzhen Stock Exchange: According to the "Company Law of the People's Republic of China", "Administrative Measures on Major Assets Restructuring of Listed Companies", Listed company mergers and acquisitions...
CITIC Securities Co., Ltd.'s verification opinion on the listing and circulation of non-public offering restricted shares of Hunan Jiangnan Hongjian Co., Ltd.