Securities code: 000070 securities abbreviation: Shenzhen Sdg Information Co.Ltd(000070) Announcement No.: 2022-07
Shenzhen Sdg Information Co.Ltd(000070)
Suggestive announcement on lifting the restrictions on the listing and circulation of restricted shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Shenzhen Sdg Information Co.Ltd(000070) (hereinafter referred to as "the company") has 4742919 shares that can be released this time, accounting for 0.56% of the total share capital of the company. It is the shares with limited sale conditions issued when the company issued shares and paid cash to purchase assets and raised supporting funds in 2015.
2. The listing and circulation date of tradable shares with limited sales conditions is January 13, 2022.
1、 Basic information on the acquisition of shares and changes in share capital after the lifting of restrictions on sales this time
On October 10, 2015, the CSRC approved and issued the reply on approving Shenzhen Sdg Information Co.Ltd(000070) to issue shares to Chen Chuanrong and others to purchase assets and raise supporting funds (zjxk [2015] No. 2268), approving the company to Chen Chuanrong, Hu Yi Yin Jinghuang and other three natural persons purchased 100.00% equity of Shenzhen Dongzhi (later renamed "tefa Dongzhi") jointly held by them by issuing shares to purchase assets; Purchase 100.00% equity of Chengdu Fourier Electronic Technology Co., Ltd. (hereinafter referred to as "Chengdu Fourier") jointly held by Dai Rong, Yin Tao, Lin Feng, Chen Yu and Zhang Hongxia by issuing shares to purchase assets; Meanwhile, the company is approved to issue new shares to China Greatwall Securities Co.Ltd(002939) - Industrial Bank Co.Ltd(601166) - Great Wall tefa Zhixiang No. 1 collective asset management plan (hereinafter referred to as "Zhixiang No. 1") to raise matching funds for the purchase of assets by issuing shares this time. The shares were issued and paid in cash to purchase assets and raise supporting funds
42497373 shares. The new shares were listed on Shenzhen Stock Exchange on December 18, 2015. After the issuance, the total share capital of the company was changed from 271000000 shares to 313497373 shares.
On June 7, 2017, the company implemented and completed the 2016 profit distribution plan: Based on the total share capital
Taking 313497373 shares as the base, 3 bonus shares for every 10 shares shall be sent to all shareholders, and the capital reserve shall be distributed to the whole company
Shareholders of the joint venture shall increase 7 shares for every 10 shares. After the implementation of the equity distribution plan, the total share capital of the company consists of 313497373 shares
To 626994746 shares.
On May 16, 2019, the company implemented and completed the 2018 annual profit distribution plan as follows: Based on the total share capital
Based on 626994746 shares, 2 shares for every 10 shares shall be transferred to all shareholders with capital reserve.
After the implementation of the equity distribution plan, the total share capital of the company increased from 626994746 shares to 752393696 shares.
With the approval of "zjxk [2018] No. 1627" document of China Securities Regulatory Commission, the company was established on November 16, 2018
4.194 million convertible corporate bonds (bonds referred to as "specially issued convertible bonds" for short) were publicly issued on the day of, and the bond code is
"127008"), with a face value of 100 yuan each and a total issuance amount of 4140 million yuan. Whereas the "specially issued convertible bonds" have been
Trigger the conditional redemption terms agreed in the prospectus, and the company redeems convertible bonds in advance, "it is hereby
The "issuance of convertible bonds" will stop trading and share conversion from March 5, 2021 and will be in Shenzhen from March 15, 2021
Delisting of the stock exchange. As of the redemption registration date of "specially issued convertible bonds" (after the closing of the market on March 4, 2021), the company
The total share capital of the company is 826307173 shares.
With the approval of "zjxk [2020] No. 1078" document of China Securities Regulatory Commission, the company was established on August 7, 2020
Publicly issue 5.5 million convertible corporate bonds (the bonds are referred to as "special issue to transfer 2" and the bond code is "127021"),
Each has a face value of 100 yuan and a total issuance amount of 550 million yuan. "Tefa Zhuan 2" will be available from February 18, 2021
It is currently in the period of convertible bonds to shares. As of the date of this announcement, the total share capital of the company
844578958 shares.
2、 Application and performance of shareholders for lifting the restricted shares
Commitment type of commitment party and performance of commitment content
On the basis of referring to the operating results of Chengdu Fourier in 2014, it is determined that the performance will be completed in 2015.
2017 is the performance commitment period of Chengdu Fourier, audited by Dai Rong, Yin Tao, Lin Feng, Chen Yu and Zhang Rong; Yin performance commitment Hongxia promises Chengdu Fourier in 2015, 2016 Net profit in 2017 (it refers to the net profit attributable to Chengdu Fourier's parent Chen Yu and Zhang HongPai's shareholders in 2017 after deducting non recurring profits and losses under the consolidated statements of Chengdu in 2015, 2016, Tao, Lin Feng, and compensation. If Chengdu Fourier has no consolidated statements, it refers to the net profit after deducting non recurring profits and losses, respectively) Not less than 22 million yuan, 30 million yuan, 35 million yuan and 15.5971 million yuan respectively, and the total accumulated committed net profit in three years is not less than 87 million yuan; If the actual net profit of any year in the performance commitment period is 29.1669 million yuan, which is lower than the promised net profit of the current year, but the cumulative net profit realized in three years is 43.0839 million yuan, three years
If the total accumulated actual net profit is not less than 87 million yuan, it shall be deemed to have completed the promised performance. The total accumulated net profit is 87.8479 million yuan.
Fulfill performance commitments.
Completed.
According to the special audit report of Chengdu Fourier in the last year of the performance commitment period (i.e. 2017), within 30 days after December 2017, Chengdu Fu Li Dairong, who is employed by the listed company and has the qualification of securities and futures related business, will be in Chengdu on December 31; The audit institution shall issue an impairment test report on the underlying assets and conduct an impairment test on the underlying assets. Ye's 100% shareholder's equity appraisal; Lin Feng; After the impairment test, if the ending impairment amount of the underlying asset is greater than the performance compensation amount, the commitment parties (i.e. the valuation deduction compensation period, Chen Yu, Zhang Hong, Dai Rong, Yin Tao, Lin Feng, Chen Yu, Zhang Hongxia) shall separately compensate the listed company for the increase of capital by shareholders, and arrange the asset impairment compensation, Asset impairment compensation amount = ending impairment amount - performance compensation amount. The sum of the performance compensation amount and the asset impairment compensation amount after the announcement and the issuance of shares is the amount that the commitment party shall cumulatively pay cash to the listed company to purchase assets for compensation. Compared with the price of the underlying assets of the company, there is no impairment.
Performing.
According to the audit, Chengdu Fourier's net profit in 2018 was
32568159.72 yuan, failed to fulfill the performance commitment in 2018; The management shareholders have completed Dai Rong The three management shareholders of Yintao and Linfeng made separate supplementary commitments in cash to the performance of Chengdu Fourier from 2018 to 2020 (the "supplementary performance commitment period") as follows: 2018
The company makes up (note) that the net profits in 2019 and 2020 are not lower than the promised net profits in 2017, that is, they are not lower than the promised net profits in 2017
After the completion of the line, the annuity in 2018 is less than 35 million yuan.
Compensation obligations.
In each year of the supplementary performance commitment period, those engaged by Shenzhen Sdg Information Co.Ltd(000070) with securities and futures related
Performance commitment: Dai Rong; Lin Feng; Audit institution with business qualification (also the annual financial report audit institution of Shenzhen Sdg Information Co.Ltd(000070) )
The net profit for the year of compensation and installation is
The special audit report of Chengdu Fourier issued by Yintao (issued at the same time as the annual audit report of Shenzhen Sdg Information Co.Ltd(000070) )
RMB 12975716.68 (not provided), respectively, to the corresponding actual net profit of each year during the supplementary performance commitment period of Chengdu Fourier
Audit and confirm the amount of performance profit commitment in 2019; If confirmed by audit, Chengdu Fourier is in the supplementary performance commitment period
