Guotai Junan Securities Co.Ltd(601211) , Sino German Securities Co., Ltd
About Ingenic Semiconductor Co.Ltd(300223)
Verification opinions on the listing and circulation of some restricted shares of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “) and Sino German Securities Co., Ltd. (hereinafter referred to as “Sino German securities”) ( Guotai Junan Securities Co.Ltd(601211) and Sino German securities collectively referred to as “independent financial consultant”) served as Ingenic Semiconductor Co.Ltd(300223) (hereinafter referred to as ” Ingenic Semiconductor Co.Ltd(300223) ” and “listed company”) to issue shares and pay cash to purchase assets and raise supporting funds and related party transactions in 2020 (hereinafter referred to as “this transaction”) in accordance with 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, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange According to 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 GEM, we have carefully verified the listing and circulation of some restricted shares involved in Ingenic Semiconductor Co.Ltd(300223) this transaction. The verification results are as follows:
1、 The basic information obtained from the lifting of restricted shares and the changes in the company’s share capital
(I) basic information on the acquisition of the restricted shares this time
On December 31, 2019, China Securities Regulatory Commission issued the reply on approving Ingenic Semiconductor Co.Ltd(300223) issuing shares to Beijing Yitang semiconductor industry investment center (limited partnership) to purchase assets and raise supporting funds (zjxk [2019] No. 2938), approving Ingenic Semiconductor Co.Ltd(300223) this issuance of shares to purchase assets and raise supporting funds. The total number of non-public offering shares of the supporting funds raised this time is 181818 shares. The specific issuance conditions are as follows:
No. name of shareholder name of securities account no. of restricted sales period of issued shares (shares) (month)
1 Beijing Sihai Junxin Beijing Sihai Junxin Co., Ltd. 909 18
limited company
2 Zhang Jinyu Zhang Jinyu 60606066
China Construction Bank Corporation(601939) – Boshi theme 6060616
Industry mixed securities investment fund (LOF)
China CITIC Group Corporation enterprise annuity plan – CITIC 2424246
bank
Boshi GARP strategy stock pension products – Recruitment 1212126
Commercial Bank Co., Ltd
Industrial And Commercial Bank Of China Limited(601398) – Boshi growth
Optimization of two-year closed operation and flexible allocation of hybrid securities 486
3 Boshi fund management investment fund
Boshi fund Co., Ltd. China Merchants Securities Co.Ltd(600999) – Boshi
Time fund triumph No. 1 single asset management plan 1454556
Boshi Fund – “Private Bank of Agricultural Bank of China · reassuring express”
“Profit” open-ended RMB financial products – Boshi fund 2424246
Fixed increase theme single asset management plan
Boshi Fund – CCB financial “Chengyi” fixed growth theme
Closed end products 2020 issue 2 boshiji 121216
Jinjianxin wealth management Chengyi dingzeng No. 2 single asset management
plan
Qingdao Deze Liuhe
4 investment center (limited partnership) Qingdao Deze Liuhe Investment Center (limited partnership) 11757586
Partnership)
Total 181818-
The above shares were listed on the gem of Shenzhen Stock Exchange on September 11, 2020, and the total share capital of the company increased from 450795575 shares to 468977393 shares. Among them, the shares held by Zhang Jinyu, Boshi Fund Management Co., Ltd. and Qingdao Deze Liuhe Investment Center (limited partnership) have been lifted on March 11, 2021. (II) changes in share capital of the company
On September 24, 2021, the company received the reply on Approving the registration of Ingenic Semiconductor Co.Ltd(300223) issuing shares to specific objects issued by China Securities Regulatory Commission (zjxk [2021] No. 3097). In October 2021, the company issued 12592518 RMB common shares (A shares) to UBS AG, Shaoxing Weihao enterprise management consulting partnership (limited partnership) and LV Dalong,
After the above shares were listed on the gem of Shenzhen Stock Exchange on November 16, 2021, the total share capital of the company increased from 468977393 shares to 481569911 shares.
As of the date of issuance of this verification opinion, the total share capital of the company is 481569911 shares. Among them, 154645144 shares with limited sale conditions account for 32.11% of the total share capital of the company; 326924767 tradable shares without restrictions, accounting for 67.89% of the total share capital of the company.
2、 A description of the commitments and performance of the shareholders applying for the lifting of restricted shares and other matters
(I) commitments made by shareholders applying for lifting restricted shares
The shareholder of the company applying for lifting the restrictions on sales this time is Beijing Sihai Junxin Co., Ltd.
Commitment on the lock up period of the subscribed shares: the subscribed shares shall not be transferred within 18 months from the date of issuance.
(II) implementation of the above commitments of shareholders applying for lifting the restricted shares this time
As of the date of issuance of this verification opinion, the above shareholders have strictly complied with the above share locking commitment during the commitment period, and there is no situation that the non performance of relevant commitments affects the listing and circulation of restricted shares.
(III) whether there is non operational occupation of funds by the shareholders applying for lifting the restrictions on sales this time
As of the date of issuance of this verification opinion, the shareholders applying for lifting the restrictions on the sale of shares have not engaged in non operational occupation of the company’s funds, illegal guarantees and other acts that damage the interests of the listed company.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation date of the restricted shares is Friday, March 11, 2022;
2. The number of restricted shares lifted this time is 909 shares, accounting for 1.8878% of the total share capital of the company;
3. The actual number of shares that can be listed and circulated this time is 909, accounting for 1.8878% of the total share capital of the company;
4. The number of circulating shareholders of the listed companies whose restrictions on sale are lifted this time is 1, and the number of securities accounts is 1;
5. The details of the lifting of restrictions on the sale and listing of shares are as follows:
Unit: shares
Serial number name of shareholder name of securities account name of restricted shares held in this application for the settlement of the total number of shares available this time, excluding the restricted number and the number of shares in circulation in the market
1 Beijing Sihai Junxin Co., Ltd. Beijing Sihai Junxin Co., Ltd
Total 90909090909090909090909
6. The board of directors of the company will supervise relevant shareholders to strictly abide by their commitments when selling shares, and will continuously disclose shareholders’ performance of share restriction commitments in regular reports in accordance with the provisions of relevant disclosure requirements.
4、 Change structure of share capital before and after the listing and circulation of restricted shares
The changes in the share capital structure of the listed company after the application for lifting the restricted shares for listing and circulation are as follows:
Before and after this change
Nature of shares -)
Number of shares (shares) proportion (%)
1、 Restricted sales conditions circulating 15464514432.11 – 90914555423530.22 shares / non circulating shares
Executive lock up shares 6937327114.41 06937327114.41
Restricted shares after IPO 8527187317.71 – 9097618096415.82
2、 Unlimited conditional flow 32692476789 + 90933 Ningbo Sanxing Medical Electric Co.Ltd(601567) 669.78 shares
3、 Total share capital 481569911100.00 0481569911100.00
Note: the above values retain two decimal places. The sum of the partial total and its itemized addend is slightly different in the mantissa due to rounding, which is not a calculation error.
5、 Verification opinions of independent financial advisor
After verification, the independent financial consultant Guotai Junan Securities Co.Ltd(601211) , Zhongde Securities Co., Ltd. believes that:
1. The listing and circulation of some restricted shares complies with the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange 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 GEM;
2. The number and listing time of some restricted shares released this time comply with relevant laws and regulations and the requirements of the above-mentioned shareholders applying to release the lock-in period of restricted shares;
3. As of the date of issuance of this verification opinion, Ingenic Semiconductor Co.Ltd(300223) made true, accurate and complete disclosure of relevant information on the lifting of restrictions on the sale and listing and circulation of some restricted shares.
To sum up, the independent financial advisor has no objection to the lifting of restrictions on the sale and listing of Ingenic Semiconductor Co.Ltd(300223) this time.
(no text below)
(there is no text on this page, which is the signature page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Ingenic Semiconductor Co.Ltd(300223) issuing shares, paying cash to purchase assets, raising supporting funds and listing and circulation of some restricted shares in connected transactions) sponsor of Financial Consultant:
Zhang Jie, Zhang Lei
Guotai Junan Securities Co.Ltd(601211) March 7, 2022
(there is no text on this page, which is the signature page of the verification opinions of Zhongde Securities Co., Ltd. on Ingenic Semiconductor Co.Ltd(300223) issuing shares and paying cash to purchase assets, raising supporting funds and listing and circulation of some restricted shares in related party transactions) sponsor of the financial adviser:
Gao bining, Zhang Jianlei
Sino German Securities Co., Ltd. March 7, 2022
