Sinolink Securities Co.Ltd(600109)
About Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Verification opinions on the listing and circulation of non-public issuance of restricted shares
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "sponsor") as a sponsor of non-public offering and continuous supervision of Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. (hereinafter referred to as " Suzhou Hengmingda Electronic Technology Co.Ltd(002947) " or "the company"), in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions have carefully verified the listing and circulation of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) non-public offering of restricted shares. The verification results and opinions are as follows:
1、 The issuance of restricted shares and changes in the company's share capital
(I) non public offering of shares in 2020
Approved by the reply on approving Suzhou Hengmingda Electronic Technology Co.Ltd(002947) non-public Development Bank shares (zjxk [2020] No. 2778) of China Securities Regulatory Commission, Suzhou Hengmingda Electronic Technology Co.Ltd(002947) issued 17412935 shares to 7 specific investors by means of non-public offering of shares, with an issue price of 20.10 yuan / share and a total raised capital of 3499999350 yuan, After deducting various issuance expenses, the net amount of funds actually raised is RMB 3450921452. 17412935 new shares were issued and listed on Shenzhen Stock Exchange on September 8, 2021.
The issuing objects and the restricted period are arranged as follows:
Serial no. Name of investor subscription object number of allotted shares name of listing and circulation time (shares) (month)
Xingzhengquan Industrial And Commercial Bank Of China Limited(601398) - 7462686 March 8, 2022 Global Fund Xingquan Hengyi bond securities investment fund
1. Managed by China Agricultural Bank Of China Limited(601288) - Xingquan Shanghai and Shenzhen 300 index
Limited company enhanced Securities Investment Fund (LOF) 2487566 March 8, 2022
2 Shang Xibin Shang Xibin 9950246 March 8, 2022
Shanghai Qixuan Investment Management Co., Ltd-
3 Xuan investment Qixuan Chengshi shunshi No. 3 private securities investment 64676616 managed capital funds on March 8, 2022
Limited company
4 Wu Yuna Wu Yuna 12437816 March 8, 2022
5 Wu Xu Wu Xu 9950246 March 8, 2022
6 ubsag 19900496 March 8, 2022
Industrial And Commercial Bank Of China Limited(601398) -
China EU potential value flexible allocation hybrid 3189396 March 8, 2022 securities investment fund
China Construction Bank Corporation(601939) -
China Europe value discovery equity securities investment 7176136 March 8, 2022 China Europe Fund
Gold Management Industrial And Commercial Bank Of China Limited(601398) -
7 limited company China Europe value intelligent return hybrid securities 27768376 March 8, 2022 division investment fund
China Merchants Bank Co.Ltd(600036) - central Europe
Hengli regularly opened hybrid securities 1196026 Investment Fund on March 8, 2022 for three years
China Europe Fund - Agricultural Bank Of China Limited(601288) - China Taiping
Foreign life's stock relative return product 7933816 entrusted investment plan on March 8, 2022 (insured amount and dividend)
Total 17412935 --
(II) changes in share capital of the company after listing
1. On July 6, 2020, the second extraordinary general meeting of the company in 2020 deliberated and approved the proposal of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) 2020 stock option and restricted stock incentive plan (Draft Revision) and its summary, and the company's implementation of 2020 stock option and restricted stock incentive plan was approved. On August 25, 2020, 368500 stock options granted to 95 objects for the first time were registered, 5137500 restricted shares granted to 71 objects for the first time were listed, and the total number of shares of the company increased to 126649510.
2. On April 21, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020, and agreed that the company would distribute cash dividends of RMB 3.00 (including tax) to all shareholders for every 10 shares based on the company's total share capital of 126649510 shares as of December 31, 2020, A total cash dividend of 3799485300 yuan (tax included) will be distributed to all shareholders based on the total share capital of 126649510 shares of the company as of December 31, 2020, and 3 shares will be converted into capital reserve for every 10 shares.
The 2020 equity distribution was completed on May 13, 2021. After this increase, the total share capital of the company was changed to 164644363 shares.
3. On August 20, 2020, the third extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the company's plan for non-public development of A-Shares in 2020 and other non-public offering of shares, On October 28, 2020, it obtained the reply on approving Suzhou Hengmingda Electronic Technology Co.Ltd(002947) non-public Development Bank shares (zjxk [2020] No. 2778) from the China Securities Regulatory Commission to approve the non-public Development Bank shares of the company
Public issuance of no more than 37994853 new shares. On September 8, 2021, 17412935 A-share ordinary shares actually issued by the company were listed, and the total share capital of the company was changed from 164644363 shares to 182057298 shares. 4. On September 10, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the proposal on canceling some stock options, repurchasing and canceling some restricted shares and terminating the incentive plan under the 2020 equity incentive plan, and decided that after the implementation of the first exercise / lifting of restrictions on sale of the first equity granted under the 2020 equity incentive plan, Terminate the implementation of this incentive plan. Therefore, the Company repurchased and cancelled 5986006 shares granted but not lifted the restrictions on sale in the first equity granted by the incentive plan. The repurchase and cancellation has been completed, and the total share capital of the company has been changed to 176071292 shares.
5. On September 16, 2021, 118768 stock options first granted by the company's 2020 equity incentive plan and having reached the exercise conditions can be exercised. Up to now, 61033 options have been exercised, and the total share capital of the company has been changed to 176132325 shares.
2、 Explanation on the implementation of commitments and other information of shareholders applying for lifting share restriction
The shareholders applying for lifting the restrictions on the sale of shares this time include Industrial And Commercial Bank Of China Limited(601398) - Xingquan Hengyi bond securities investment fund, China Agricultural Bank Of China Limited(601288) - Xingquan CSI 300 index enhanced Securities Investment Fund (LOF), Shang Xibin, Shanghai Qixuan Investment Management Co., Ltd. - Qixuan chengshishunshi No. 3 privately raised securities investment fund, Wu Yuna, Wu Xia, UBS AG Industrial And Commercial Bank Of China Limited(601398) - China EU potential value flexible allocation hybrid securities investment fund, China Construction Bank Corporation(601939) - China EU value discovery stock securities investment fund, Industrial And Commercial Bank Of China Limited(601398) - China EU value intelligent return hybrid securities investment fund, China Merchants Bank Co.Ltd(600036) - China EU Hengli three-year regular opening hybrid securities investment fund China Europe Fund - Agricultural Bank Of China Limited(601288) - China The Pacific Securities Co.Ltd(601099) life's stock relative return product (insured amount dividend) entrusted investment plan. The above shareholders promised in this non-public offering:
"I / the company will abide by the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and the Listing Rules of Shenzhen Stock Exchange, as well as the share subscription agreement of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) non-public offering of shares signed by me / the company and Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) " According to the relevant provisions of Suzhou hengmingda Electronic Technology Co., Ltd., the subscribed new shares shall not be transferred within six months from the first day of listing of the new shares in this non-public offering.
After the expiration of the lock-in period, the reduction will also comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations, rules, normative documents, relevant rules of the exchange and the articles of Association. If the regulatory authority adjusts the lock-in period of the non-public offering object, I / our company will also adjust the lock-in period of this non-public offering accordingly. "
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 and complied with the above commitments during the commitment period, and there are no subsequent additional commitments and other, and there is no violation of the above commitments.
As of the date of issuance of this verification opinion, none of the shareholders applying for lifting the restrictions on the sale of shares has occupied the company's funds for non operation, nor has the company provided illegal guarantees to them.
3、 The listing and circulation arrangement of restricted shares is lifted this time
(I) the listing and circulation date of the restricted shares this time: Tuesday, March 8, 2022;
(II) the number of shares whose sales restrictions are lifted this time is 17412935, accounting for 9.8863% of the total shares of the company; (III) there is no pledge or freezing of the restricted shares this time;
(IV) a total of 12 shareholders applied for lifting the restrictions on the sale of shares;
(V) details of the lifting of restrictions on the sale of shares:
No. name of shareholder total number of restricted shares lifted this time
number
1 Industrial And Commercial Bank Of China Limited(601398) - Xingquan Hengyi 746268
Bond securities investment fund
2 China Agricultural Bank Of China Limited(601288) - Xingquan CSI 300 index increased 248756248756
Securities Investment Fund (LOF)
3 Shang Xibin 995024
4 Shanghai Qixuan Investment Management Co., Ltd. - Qixuan Chengshi 6467661
Shunshi No. 3 private securities investment fund
5 Wu Yuna 12437811243781
6 Wu Xu 995024995024
7 UBSAG 1,990049 1,990049
8 Industrial And Commercial Bank Of China Limited(601398) - China EU potential 318939318939
Value flexible allocation hybrid securities investment fund
9 China Construction Bank Corporation(601939) - Central European value 717613717613
