Dongxing Securities Corporation Limited(601198)
About Jiangsu Yoke Technology Co.Ltd(002409)
Verification opinions of the independent financial consultant on the lifting of the ban on the issuance of shares and the payment of cash for the purchase of assets
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “independent financial consultant”) as an independent financial consultant for Jiangsu Yoke Technology Co.Ltd(002409) (hereinafter referred to as “company”, “002409}” or “listed company”) to issue shares and pay cash to purchase 100% equity of Zhejiang Huafei electronic substrate Co., Ltd. (hereinafter referred to as “this transaction”) in 2016, according to the administrative measures for major asset restructuring of listed companies In accordance with the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the lifting of the restricted shares for Jiangsu Yoke Technology Co.Ltd(002409) issuing shares to purchase assets has been carefully verified. The specific verification is as follows:
1、 The company issued shares and paid cash to purchase assets in 2016
(i) Reply of CSRC
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 “Huafei investment”) ）1118760 shares were issued, 559380 shares were issued to Aozhou, and 335628 shares were issued to Xu Ziying. A total of 11187605 RMB ordinary shares were issued to purchase relevant assets.
（2） Share issuance and listing
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 course of this transaction, the commitments and performance made by the transaction related party Li Wen are as follows:
(i) Commitment to share lock up period
According to the agreement on issuing shares and paying cash to purchase assets and the commitment letter of share restriction period issued by the counterparty, the arrangement of share restriction period of listed companies obtained by Li Wen through equity subscription of Zhejiang Huafei electronic base material Co., Ltd. in this transaction is as follows:
1. Li Wen’s commitment to share restriction and continuous locking is 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 him 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） Other commitments made by Li Wen
Contents of relevant commitments
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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; To avoid competition with entities that do not have the same or similar business with the listed company or its holding subsidiaries or to act as consultants in any form; Not promise to 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.
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 take advantage of the shareholder status of the listed company to damage the interests of the listed company and other shareholders in accordance with the relevant laws;
Yi’s commitment 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. In case of failure to fulfill the obligations and responsibilities conferred by this commitment, the promisor will undertake corresponding legal responsibilities in accordance with relevant laws and regulations, departmental rules and normative documents
Contents of relevant commitments
number
Responsibility.
As for the insider letter, the promisor does not disclose the insider information of this transaction or use this transaction information for insider 3 interest 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.
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 involved in this transaction are true, accurate and complete original written materials or copies, and the copies or copies of the materials are consistent with the original materials or the original letter of supply; The signatures and seals of all documents are true, and there are no false records, authenticity of information, misleading statements or major omissions;
4. Accuracy and completeness 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;
Letter 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.
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 5 the legal survival of Zhejiang Huafei electronic base material 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 right restrictions, There is no legal obstacle to the transfer or transfer of the equity of Zhejiang Huafei electronic substrate Co., Ltd.
（3） Performance commitment
The compensation period and performance commitments involved in the issuance of shares and the payment of cash to purchase the equity of Zhejiang Huafei electronic substrate Co., Ltd. are as follows: according to the profit forecast compensation agreement signed by the company with Li Wen, Ao Zhou, Xu Ziying and Huafei investment. The performance commitment period of the compensation 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.
As of the date of issuance of this verification opinion, the performance commitments in the above commitments have been fulfilled, other commitments are still being fulfilled, and the commitment parties have not violated the above commitments. None of the shareholders applying for lifting the restrictions on the sale of shares has occupied the funds of the listed company for non operation, and the company has no illegal guarantee for them.
3、 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:
No. full name of shareholder restricted shares number of shares released from restricted pledge this time
Total (shares) quantity (shares) (shares)
1 Li Wen 27099171611016-
Total 27099171611016-
4、 Change structure of share capital before and after the release of restricted shares for listing and circulation
The changes in the share capital structure of listed companies before and after the lifting of restrictions on the sale and listing of shares are shown in the following table:
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%
5、 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. Restricted shares this time
