China Securities Co.Ltd(601066)
About Jiangsu Leike Defense Technology Co.Ltd(002413)
Verification opinions on the lifting of the ban on the listing and circulation of some restricted shares issued with shares, convertible bonds, payment of cash to purchase assets, raising supporting funds and related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "independent financial consultant") acts as an independent financial consultant for Jiangsu Leike Defense Technology Co.Ltd(002413) (hereinafter referred to as " Jiangsu Leike Defense Technology Co.Ltd(002413) " or "company") to issue shares, convertible bonds, pay cash to purchase assets, raise supporting funds and related party transactions, In accordance with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, the lifting of the listing and circulation of Jiangsu Leike Defense Technology Co.Ltd(002413) some restricted shares has been carefully verified, and the verification opinions are as follows:
1、 Basic information and changes of shares obtained from the lifting of restricted shares this time
(I) basic information on the acquisition of the restricted shares this time
Approved by the reply on approving Jiangsu Leike Defense Technology Co.Ltd(002413) to issue shares and convertible corporate bonds to Wu Handong and others, purchase assets and raise supporting funds by CSRC "zjxk [2019] No. 2468", Jiangsu Leike Defense Technology Co.Ltd(002413) to Xi'an Hengda Microwave Technology Development Co., Ltd Jiangsu Hengda Microwave Technology Development Co., Ltd. (hereinafter referred to as "Hengda microwave") issued 20681817 shares by four natural persons, Wu Handong, Wei Maohua, an Zengquan and Cheng Li (hereinafter referred to as "Wu Handong and other four persons"); Issued 2837499 directional convertible bonds (hereinafter referred to as "Leike fixed transfer") to four people including Wu Handong, Xi'an FUHENG management consulting partnership (limited partnership), Xi'an banheng management consulting partnership (limited partnership) and Xi'an Yongheng management consulting partnership (limited partnership), with an issuance scale of 283749900 yuan; Meanwhile, the company issued 3970000 convertible corporate bonds (hereinafter referred to as "leikeding 02") to 16 specific investors and raised 397 million yuan of supporting funds. Among them, 20681817 shares issued by the company to Wu Handong and other four people have been registered and listed on February 28, 2020.
The shares issued by the exchange are as follows:
Serial number shareholder name number of shares issued (shares) restricted period
1 Wu Handong 12740454
2 Wei Maohua 554818240% sales restriction period is 12 months
3. An Zengquan 184090930% sales restriction period is 24 months
4. Cheng Li 55227230% sales restriction period is 36 months
Total 20681817-
For details, see the report on the implementation of issuing shares, convertible bonds, paying cash to purchase assets and raising matching funds and related party transactions and the announcement on the listing of new shares disclosed by the company on February 26, 2020.
Of the above 20681817 shares issued by the company to Wu Handong and other four persons, 8272724 shares have been lifted on March 1, 2021. 6204546 shares will be listed on March 1, 2022, and the remaining 6204547 shares have not been unlocked.
(II) changes in the company's shares from the issuance and listing of the restricted shares to the date of issuance of this verification opinion 1. After the 10th meeting of the sixth board of directors of the company Approved by the second extraordinary general meeting of shareholders in 2019 and the reply of China Securities Regulatory Commission on approving Jiangsu Leike Defense Technology Co.Ltd(002413) to issue shares and convertible corporate bonds to Wu Handong and others, purchase assets and raise supporting funds (zjxk [2019] No. 2468), the company was established on March 13, 2020 On May 26, 2020, 2837499 directional convertible corporate bonds "Leike dingzhuan" and 3970000 "Leike ding02" were issued respectively. "Leike fixed transfer" entered the share conversion period on March 15, 2021. Up to now, all the shares have been converted into 51684857 ordinary shares of the company. "Leikeding 02" entered the stock conversion period on November 26, 2020. So far, a total of 3820000 shares have been converted into 59590368 ordinary shares of the company. The above convertible bonds were converted into 111275225 A-share common shares of the company.
2. Approved by the 19th meeting of the sixth board of directors, the third extraordinary general meeting of shareholders in 2020 and the reply on approving Jiangsu Leike Defense Technology Co.Ltd(002413) non-public development of shares issued by China Securities Regulatory Commission (zjxk [2020] No. 3156), the company issued 103683304 A-share ordinary shares to specific objects on February 23, 2021, And completed the registration and listing on the same day.
3. After the deliberation and approval of the 28th meeting of the 6th board of directors, the 31st meeting of the 6th board of directors, the third meeting of the 7th board of directors and the second extraordinary general meeting of shareholders in 2021, the company has newly issued 26200000 A-share common shares to the initial and reserved incentive objects, which have been registered and listed on June 1, 2021 and December 30, 2021 respectively.
After the release of restricted shares, the total share capital of the company is 1101849267 shares. As of the date of issuance of this verification opinion, the total share capital of the company has been changed to 134 Qingdao Huicheng Environmental Technology Co.Ltd(300779) 6 shares.
2、 Commitments and performance made by the shareholders who lifted the restrictions on sales this time
The supplementary agreement to the agreement on exchanging bonds, shares and paying cash to purchase assets, as well as the letter of commitment on shares issued by Wu Handong and other four people on August 15, 2019, and the relevant commitments of Wu Handong and other four people
1. The number of Jiangsu Leike Defense Technology Co.Ltd(002413) all shares obtained by holding the subscription of Hengda microwave shares shall not be transferred within 12 months from the date of share issuance;
2. If the actual net profit of Hengda microwave in 2019 is not lower than the promised net profit, or the actual net profit of Hengda microwave in 2019 is lower than the promised net profit, but the performance compensation obligation has been fulfilled, 40% of the Jiangsu Leike Defense Technology Co.Ltd(002413) shares obtained by holding the equity subscription of Hengda microwave, after deducting the number of compensated shares (if any), It can be unlocked after 12 months from the date of completion of share issuance (whichever is later than the signing date of 2019 audit report); 3. If the accumulated actual net profit of Hengda microwave in 2019 and 2020 is not lower than the accumulated committed net profit, or the accumulated actual net profit of Hengda microwave in 2019 and 2020 is lower than the accumulated committed net profit, but the performance compensation obligation has been fulfilled, the accumulated 70% of Jiangsu Leike Defense Technology Co.Ltd(002413) shares obtained by holding the equity subscription of Hengda microwave.
After deducting the number of compensated shares (if any), it can be unlocked after 24 months from the date of completion of share issuance (whichever is later than the signing date of 2020 audit report);
4. After deducting the number of compensated shares (if any), the number of Jiangsu Leike Defense Technology Co.Ltd(002413) all remaining shares obtained by holding the equity subscription of Hengda microwave can be unlocked within 36 months from the date of completion of share issuance (after the signing date of 2021 audit report).
5. During the performance pledge of the exchange or any other party's commitment to acquire 0023 shares during the transaction.
During the lock-in period, the increased part of Jiangsu Leike Defense Technology Co.Ltd(002413) shares obtained based on this exchange due to changes in Jiangsu Leike Defense Technology Co.Ltd(002413) bonus shares, conversion to share capital and other reasons will also comply with the above agreement.
As of the date of issuance of this verification opinion, Wu Handong and other four people have strictly fulfilled the above commitments, and there is no violation of the commitments.
(II) relevant information of the profit compensation agreement for issuing shares, convertible bonds and paying cash to purchase assets signed by the company and the shareholders of Hengda microwave
1. The shareholders of Hengda microwave promise that the net profit commitment of Hengda microwave during the profit commitment period is as follows:
Sn item amount
1. The net profit promised in 2019 is 40 million yuan
2. The net profit promised in 2020 is 52 million yuan
3. The net profit promised in 2021 is 65 million yuan
2. Both parties agree that during the performance commitment period, the impact of share based payment expenses on Xi'an Hengda, Jiangsu Hengda senior management team and core technology team due to equity incentive shall be excluded from the profit assessment process, that is, the actual net profit before the confirmation of share based payment expenses shall be compared and assessed with the promised profit, regardless of Xi'an Hengda The impact of share based payment fees generated by Jiangsu Hengda's implementation of equity incentive on performance commitment and profit assessment.
3. The net profit of the target company in each fiscal year from 2019 to 2021 shall be subject to the special audit report issued by the accounting firm with securities qualification hired by the listed company.
4. After audit, if the cumulative actual net profit of the subject company in any fiscal year from 2019 to 2021 fails to meet the cumulative performance commitment of the current year, the amount of compensation payable in the current year is calculated as follows:
Compensation amount of the current year = (cumulative committed net profit of shareholders of the subject company as of the end of the current period - cumulative actual net profit of the subject company as of the end of the current period) ÷ cumulative committed net profit of shareholders of the subject company from 2019 to 2021 × Current transaction price - cumulative compensation amount of previous years.
For details, see the report on issuing shares, convertible bonds, paying cash to purchase assets and raising matching funds and related party transactions (Draft) (Revised) disclosed by the company on November 30, 2019.
Hengda microwave promises a net profit of 40 million yuan and 52 million yuan in 2019 and 2020, totaling 92 million yuan. According to the verification report on the realization of the profit forecast of Leike defense's 2019 assets purchased through asset restructuring (xyzh / 2020bjgx0498) issued by ShineWing Certified Public Accountants (special general partnership) on April 29, 2020 According to the verification report on the realization of the profit forecast of Jiangsu Leike Defense Technology Co.Ltd(002413) 2020 assets purchased through asset restructuring (xyzh / 2021bjag10332) issued on April 19, 2021, Hengda microwave's actual net profit in 2019 and 2020 was 48.032 million yuan and 566905 million yuan, with a cumulative net profit of 1047225 million yuan, and the performance commitments in 2019 and 2020 have been completed, Wu Handong and other four people also strictly fulfilled the above commitments.
On March 1, 2021, Wu Handong and other four persons obtained 8272724 shares of the company from the subscription of Hengda microwave shares, that is, 40% of the Jiangsu Leike Defense Technology Co.Ltd(002413) shares obtained from the subscription of Hengda microwave shares, and the restricted listing and circulation has been lifted.
As of March 1, 2022, the Jiangsu Leike Defense Technology Co.Ltd(002413) 14477270 shares obtained from the subscription of Hengda microwave shares held by Wu Handong and other four people, that is, the cumulative 70% of the Jiangsu Leike Defense Technology Co.Ltd(002413) shares obtained from the subscription of Hengda microwave shares, have met the conditions for lifting the ban 24 months from the date of listing. The number of restricted shares lifted this time is 6204546 shares, that is, 30% of Jiangsu Leike Defense Technology Co.Ltd(002413) shares obtained by holding the equity subscription of Hengda microwave. There is no non operating occupation of the funds of the listed company by the shareholders who lift the restrictions on sales this time, and the company has no
Its illegal guarantee has strictly implemented the relevant commitments.
3、 The listing and circulation arrangement of restricted shares is lifted this time
(I) the listing and circulation date of the restricted shares is Tuesday, March 1, 2022;
(II) the number of restricted shares lifted this time is 6204546 shares, accounting for 0.4620% of the total share capital of the company;
(III) there are 4 natural person shareholders applying for lifting the restrictions on the sale of shares.
(IV) the listing and circulation of the shares of the holders of restricted shares after the lifting of the restrictions are as follows:
Unit: shares
Restricted shares after the initial public offering
Sequence strand
