Securities code: 002409 securities abbreviation: Jiangsu Yoke Technology Co.Ltd(002409) Announcement No.: 2021-070 Jiangsu Yoke Technology Co.Ltd(002409)
Issuing shares and paying cash to purchase assets
Suggestive announcement on the listing and circulation of some restricted shares
Special note: the company and all directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important:
1. Jiangsu Yoke Technology Co.Ltd(002409) (hereinafter referred to as “the company” or “the company”) the number of restricted shares released this time is 1611016 shares, accounting for 0.3385% of the total share capital of the company 475927678 shares. 2. The restricted shares released this time are part of the restricted shares issued by the company in 2016 and paid cash to purchase assets.
3. One shareholder is involved in the application for lifting the share restriction.
4. The listing and circulation date of tradable shares with limited sales conditions is January 4, 2022.
1、 The company issued shares and paid cash to purchase assets in 2016
With the approval of the reply on approving Jiangsu Yoke Technology Co.Ltd(002409) issuing shares to Li Wen and others to purchase assets (zjxk [2016] No. 2595) by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company issued 8055077 shares to Li Wen, 1118760 shares to Zheng jieying and Huzhou Huafei investment management partnership (limited partnership) (hereinafter referred to as “Huzhou Huafei”) “Huafei investment”) issued 1118760 shares, 559380 shares to Aozhou and 335628 shares to Xu Ziying, totaling 11187605 RMB ordinary shares to purchase relevant assets.
According to the confirmation of acceptance of share registration application issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Register of securities holders (consolidated register of registered shareholders and non recorded shareholders) and list of non recorded shares of listed companies , the company has completed the application for registration of new shares for the purchase of assets by issuing shares on December 23, 2016. The nature of the newly added shares issued by the private placement is tradable shares with limited sales conditions. The listing date is January 4, 2017, and the sales restriction period starts from the date of listing of the shares.
2、 Commitment of shareholders applying for lifting share restriction
In the process of issuing shares and paying cash to purchase assets, the commitments and performance made by Li Wen, the transaction related party, are as follows:
(i) Commitment to share lock up period
1. The commitments on share restriction and continuous locking are as follows: the proportion of lifting the ban 36 months from the date of completion of share issuance is 50% of the shares issued to it by the listed company; The proportion of lifting the ban after 48 months from the date of completion of stock issuance shall be 30% of the shares issued to it by the listed company this time; The proportion of lifting the ban after 60 months from the date of completion of stock issuance shall be 20% of the shares issued to it by the listed company this time;
2. The promisor will faithfully fulfill the above commitments. If it fails to fulfill the obligations and responsibilities given by this commitment, the promisor will bear corresponding legal responsibilities in accordance with relevant laws and regulations, departmental rules and normative documents.
（2） Commitment to avoid horizontal competition
1. During the performance commitment agreed between the promisor and the listed company and the period of employment and non competition in Zhejiang Huafei electronic substrate Co., Ltd., the promisor will not directly or indirectly engage in the same or similar business as the listed company and its holding subsidiaries except the listed company and its holding subsidiaries; Do not work in entities with the same or similar business as the listed company or its holding subsidiaries or serve as consultants in any form; Not provide the same or similar services as the listed company and its holding subsidiaries to the existing customers of the listed company and its holding subsidiaries in the name other than the listed company and its holding subsidiaries;
2. The promisor hereby guarantees that if the promisor violates this commitment, all the operating profits and income obtained will belong to the listed company, and the promisor will compensate the listed company for all losses incurred thereby.
（3） Commitment on reducing and regulating related party transactions
1. The related party transactions between the promisor and the listed company will be minimized and avoided; When conducting necessary and unavoidable related party transactions, it will ensure fair operation according to the market-oriented principle and fair price, and perform the related party transaction procedures and information disclosure obligations according to the provisions of laws, regulations and normative documents; It will not damage the legitimate rights and interests of the listed company and other shareholders through related party transactions;
2. The promisor will not use the shareholder status of the listed company to damage the legitimate interests of the listed company and other shareholders;
3. The promisor will not require the listed company to give more favorable conditions than those given to an independent third party in any fair market transaction;
4. The promisor will put an end to any illegal occupation of the funds and assets of the listed company, and will not require the listed company to provide any form of guarantee to the promisor under any circumstances;
5. The promisor will faithfully fulfill the above commitments. If it fails to fulfill the obligations and responsibilities given by this commitment, the promisor will bear corresponding legal responsibilities in accordance with relevant laws and regulations, departmental rules and normative documents.
（4） Commitment to inside information
The promisor does not disclose the insider information of this transaction or use this transaction information for insider trading. If losses are caused to the listed company or investors due to violation of the above commitments, they will be liable for compensation according to law.
（5） Letter of commitment on the authenticity, accuracy and completeness of the information provided
1. The relevant information provided by the promisor for this exchange is true, accurate and complete, and there is no false record, misleading statement or major omission;
2. The materials provided by the promisor to the intermediaries of this transaction are true, accurate and complete original written materials or copies, and the copies or copies of materials are consistent with their original materials or originals; The signatures and seals of all documents are true, and there are no false records, misleading statements or major omissions; 3. The statements, promises and confirmations issued by the promisor for this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions;
4. If the transaction is filed for investigation by the judicial organ or by the CSRC due to false records, misleading statements or major omissions in the information provided or disclosed by the suspected promisor, the promisor will suspend the transfer of its shares in the listed company until the conclusion of the case investigation is clear;
5. The promisor promises that if it violates the above commitments and guarantees and causes losses to the listed company or investors, it will be liable for compensation according to law.
（6） Commitment letter on asset ownership
1. As of the issuance date of the letter of commitment, I legally hold the equity of Zhejiang Huafei electronic base material Co., Ltd. for such equity, I confirm that I have fulfilled the obligation of capital contribution to Zhejiang Huafei electronic base material Co., Ltd. according to law, and there are no acts of false capital contribution, delayed capital contribution, capital withdrawal and other violations of its obligations and responsibilities as a shareholder, There is no situation that may affect the legal survival of Zhejiang Huafei electronic substrate Co., Ltd.
2. The equity of Zhejiang Huafei electronic substrate Co., Ltd. held by me is actually and legally owned, and there is no ownership dispute, trust, entrusted shareholding or similar arrangement, commitment or arrangement prohibiting transfer or idle transfer, pledge, freezing, seizure, property preservation or other rights restrictions, There is no legal obstacle to the transfer or transfer of the equity of Zhejiang Huafei electronic substrate Co., Ltd. held by me / our company.
（7） Performance commitment
The company signed the profit forecast compensation agreement with Li Wen, Ao Zhou, Xu Ziying and Huafei investment. compensate
The performance commitment period of the obligor is 2016, 2017 and 2018 respectively. The audited net profit of the target company in 2016, 2017 and 2018 is not less than 12 million yuan, 17 million yuan and 22 million yuan respectively, that is, not less than 51 million yuan in three years. The above net profit is calculated based on the net profit attributable to the parent company after deducting non recurring profits and losses.
3、 Performance of commitments
As of the date of this announcement, the performance commitments in the above commitments have been fulfilled, other commitments are still being fulfilled, and the commitment party has not violated the above commitments. The shareholders applying for lifting the restrictions on the sale of shares do not occupy the funds of the listed company for non operation, and the company does not provide illegal guarantees to them. Among them, the completion of performance commitments is as follows:
Unit: 10000 yuan
Net profit of the project attributable to shareholders of the parent company after deducting non recurring profits and losses
Difference in performance commitment amount achievement rate of performance commitment
2016 1200.001332.24132 24111.02%
2017 1700.001833.99133 99107.88%
2200.002234.4034 in 2018 40101.56%
Accumulated 5100.005400.63300 63105.89%
4、 The listing and circulation arrangement of restricted shares is lifted this time
1. The listing and circulation time of the restricted shares is January 4, 2022.
2. The number of shares to be released this time is 1611016, accounting for 0.3385% of the company’s total share capital of 475927678 shares.
3. Li Wen is the shareholder applying for lifting the restrictions on the sale of shares.
4. The release of restricted shares and listing and circulation are as follows:
Full name of the shareholder whose restricted share capital is released from the freeze of restricted pledge No
Total number of shares (shares) number of shares (shares)
1 Li Wen 270991716110160
Total 270991716110160
Note: among the 8055077 shares obtained by Li Wen through the equity subscription of Zhejiang Huafei electronic base material Co., Ltd., there are
4027538 shares and 2416523 shares were lifted on January 6, 2020 and January 4, 2021 respectively. Li Wen’s 1098901 shares obtained by participating in the fund-raising project of Jiangsu Yoke Technology Co.Ltd(002409) 2020 non-public offering of shares will be lifted on March 9, 2022.
Before and after this change
This change
Shareholding ratio (+, -) shareholding ratio (shares) (shares)
1、 17901059737.61% – 161101617739958137.27% of tradable shares with limited sales conditions
Executive lock up shares 16432540634.53% – 16432540634.53%
Restricted shares after IPO 146851913.09% – 1611016130741752.75%
2、 29691708162.39% + 161101629852809762.73% of tradable shares without sales restrictions
3、 Total share capital 475927678100.00% – 475927678100.00%
6、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
1. As of the date of issuance of this verification opinion, the shareholders who lifted the restrictions on the sale of shares did not violate their relevant commitments made in Jiangsu Yoke Technology Co.Ltd(002409) issuing shares to purchase assets;
2. The number of restricted shares released and the listing and circulation time comply with the requirements of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and rules;
3. As of the date of issuance of this verification opinion, Jiangsu Yoke Technology Co.Ltd(002409) has made true, accurate and complete information disclosure on the circulation and listing of restricted shares;
4. The independent financial advisor has no objection to the lifting of the ban on Jiangsu Yoke Technology Co.Ltd(002409) issuing shares to purchase assets and the listing and circulation of some restricted shares.
7、 Prepare
