Zhongtai Securities Co.Ltd(600918)
About Sai Microelectronics Inc(300456)
Verification opinions on the listing and circulation of non-public offering shares and restricted shares
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “the sponsor”) as a continuous supervision sponsor of Sai Microelectronics Inc(300456) (hereinafter referred to as “the company” or ” Sai Microelectronics Inc(300456) “) for non-public offering of shares in 2019 and issuing shares to specific objects in 2020, according to the administrative measures for securities issuance and listing sponsorship business The guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the Listing Rules of Shenzhen Stock Exchange on the gem have verified the listing and circulation of non-public offering and restricted shares in Sai Microelectronics Inc(300456) 2019, and issued the following verification opinions:
1、 Basic information of the lifting of restricted shares this time
With the approval of zjxk [2018] No. 1306 document of China Securities Regulatory Commission, the company privately issued 55556142 RMB common shares (A shares) to the national integrated circuit industry investment fund Co., Ltd. (hereinafter referred to as “national integrated circuit fund”) and Mr. Yang Yunchun, and was listed on the gem of Shenzhen Stock Exchange on February 12, 2019, The newly added shares are tradable shares with limited sales conditions, and the lock-in period is 36 months. After the issuance, the total share capital of the company increased from 282762966 shares to 338319108 shares.
The second extraordinary general meeting of shareholders in 2019 held on April 12, 2019 deliberated and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects. The total number of shares repurchased and cancelled in this repurchase was 477750 shares, and the total share capital of the company was reduced from 338319108 shares to 337841358 shares.
In July 2019, the company implemented the 2018 annual equity distribution plan. Taking the total share capital of the company at that time 337841358 shares as the base, the company distributed 1 yuan (including tax) in cash for every 10 shares, and increased 9 shares for every 10 shares to all shareholders with the capital reserve. The total share capital of the company increased from 337841358 shares to 641898580 shares. The number of shares subscribed by the national integrated circuit fund increased from 46506369 to 88362101, and the number of shares subscribed by Mr. Yang Yunchun increased from 9049773 to 17194569.
The 2019 annual general meeting of shareholders held on May 14, 2020 considered and approved the proposal on repurchase and cancellation of restricted shares granted to incentive objects but not yet lifted the restrictions on sales, and the number of shares repurchased and cancelled this time
In March 2021, the company issued 90857535 RMB ordinary shares to 20 specific objects according to the reply on Approving the registration of Sai Microelectronics Inc(300456) issuance of shares to specific objects (zjxk [2021] No. 680) issued by China Securities Regulatory Commission. After the issuance, the total share capital of the company increased from 639121537 shares to 729979072 shares.
In January 2022, the company completed the registration of 3310000 class I restricted shares granted to the incentive objects for the first time according to the 2021 restricted stock incentive plan, and the total share capital of the company increased from 729979072 shares to 733289072 shares.
As of the date of issuance of this verification opinion, the total share capital of the company is 733289072 shares, including 33550545 shares with limited sales conditions, accounting for 45.75% of the total share capital of the company; The shares with no sale conditions were 397783527 shares, accounting for 54.25% of the total share capital of the company.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
The application for lifting the restricted shares was generated by the company through non-public offering in February 2019. The national integrated circuit fund and Yang Yunchun promised at that time: “the shares subscribed for this time shall not be transferred within 36 months from the date of listing of the non-public offering shares.”
In addition to the above commitments, other commitments made by Mr. Yang Yunchun related to share restriction are as follows:
(I) Mr. Yang Yunchun’s commitments in the company’s prospectus on initial public offering and listing on GEM and the announcement on initial public offering and listing on GEM are as follows:
1. Initial lock-in commitment: (1) the company’s shares held by me will not transfer or entrust others to manage the company’s shares held before this issuance, nor will the company repurchase these shares within 36 months from the date of listing and trading of the company’s shares in the stock exchange; (2) If the shares are reduced within two years after the expiration of the above-mentioned lock-in period, the reduction price shall not be lower than the issuance price (if the issuer’s shares have ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital during this period, the issuance price shall be adjusted accordingly, the same below); (3) If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of holding the company’s shares will be automatically extended for 6 months.
2. Commitment to post locking: (1) during his term of office, the shares transferred each year shall not exceed 25% of the total shares held by him; Do not transfer the company’s shares held within half a year after resignation. If he / she declares his / her resignation within six months from the date of IPO listing, he / she shall not transfer the shares of the company directly held by him / her within 18 months from the date of declaration of resignation; If the resignation is declared between the seventh month and the twelfth month from the date of IPO listing, the company’s shares directly held by him shall not be transferred within 12 months from the date of declaration of resignation; (2) If the lock-in price is not lower than the above-mentioned reduction price within two years after the expiration of the lock-in period; (3) If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of holding the company’s shares will be automatically extended for 6 months. In case of job change or resignation, we will still abide by the above commitments.
(II) in the letter of commitment on not reducing the shares of listed companies issued in November 2017, Mr. Yang Yunchun promised as follows:
1. From the date of listing of Neville technology to the date of issuance of this letter of commitment, I have not reduced my shares of Neville technology; 2. From the date of issuance of this letter of commitment to six months after the completion of this non-public offering, I have no plan to reduce the shares of Neville technology, and promise not to reduce the shares of Neville technology; 3. I am not in violation of Article 47 of the securities law of the people’s Republic of China and item (VII) of Article 39 of the measures for the administration of securities issuance by listed companies; 4. This commitment is irrevocable. I am fully aware of the legal consequences of this commitment. If I fail to fulfill the above commitment, all the proceeds from the reduction of shares will belong to Neville technology and bear the legal liabilities arising therefrom.
In addition, Mr. Yang Yunchun also made a commitment to stabilize the stock price, avoid horizontal competition, reduce and standardize related party transactions, increase holdings, earnestly fulfill the commitment to fill the immediate return measures, maintain the independence of listed companies, and provide true, accurate and complete information in matters such as the company’s initial public offering, refinancing and major asset restructuring.
As of the date of issuance of this verification opinion, in addition to the above commitments, the shareholders applying for lifting the share restriction have no subsequent additional commitments.
As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares have strictly fulfilled the above commitments.
As of the date of issuance of this verification opinion, the shareholders who applied for lifting the restrictions on the sale of shares did not occupy the listed funds for non operation, nor did the company provide illegal guarantees for the above shareholders.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is February 14, 2022 (Monday). 2. The number of restricted shares lifted this time is 105556670 shares, accounting for 14.3950% of the total share capital of the company; The actual number of shares that can be listed and circulated this time is 88362101, accounting for 12.0501% of the total share capital of the company.
3. There are 2 Shareholders applying for lifting the restrictions on the sale of restricted shares.
4. The details of the lifting of restrictions on the sale and listing of shares are shown in the table below:
Unit: shares
No. full name of shareholders total number of restricted shares held this time the number of restricted shares lifted this time the actual number of shares that can be listed and circulated this time
1 national integrated circuit fund 88362101 88362101 88362101
2 Yang Yunchun 17194569 0
Total 105556670 88362101
Note: Mr. Yang Yunchun currently serves as the chairman and general manager of the company. The number of shares lifted this time is 17194569. During his tenure, the annual transferable shares shall not exceed 25% of the total shares of the company he holds.
4、 Statement of changes in share capital structure
Before and after the release of restricted shares, the changes of the company’s share capital structure are as follows:
Unit: shares
Before and after this change in share capital structure
Quantity proportion increase decrease quantity proportion
1、 Restricted sales conditions: tradable 335505545 45.75% – 88362101 247143444 33.70% shares / non tradable shares
Executive locking shares 135781340 18.52% 17194569 – 152975909 20.86%
Post IPO restricted shares 196414205 26.79% – 105556670 90857535 12.39%
Equity incentive is restricted to 3310000 0.45% – 3310000 0.45% shares
2、 Unlimited conditional flow 397783527 54.25% 88362101 – 486145628 66.30 shares
3、 Total share capital 733289072100.00% – 733289072 100.00%
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the listing and circulation of restricted shares complies with the company law and the measures for the administration of securities issuance and listing recommendation business The requirements of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the Listing Rules of Shenzhen Stock Exchange on the gem; The number of restricted shares lifted and the listing and circulation time of the company’s restricted shares meet the requirements of relevant laws, administrative regulations, departmental rules and relevant rules; The holders of shares whose sales restrictions have been lifted this time have strictly fulfilled relevant commitments. As of the date of issuance of this verification opinion, the information disclosure related to the restricted shares of the company is true, accurate and complete. The sponsor has no objection to the listing and circulation of Sai Microelectronics Inc(300456) shares on the gem.
(there is no text on this page, which is the signature page of Zhongtai Securities Co.Ltd(600918) verification opinions on the listing and circulation of Sai Microelectronics Inc(300456) restricted shares of non-public development banks)
Signature of sponsor representative:
Sun Tao, Chen Shengke
Zhongtai Securities Co.Ltd(600918) mm / DD / yy
