Everbright Securities Company Limited(601788) verification opinions on Huizhou China Eagle Electronic Technology Co.Ltd(002579) lifting the ban on listing and circulation of some shares issued with convertible corporate bonds and shares and paid cash to purchase assets and raise supporting funds
Everbright Securities Company Limited(601788) (hereinafter referred to as " Everbright Securities Company Limited(601788) " or "independent financial consultant") as an independent financial consultant for Huizhou China Eagle Electronic Technology Co.Ltd(002579) (hereinafter referred to as " Huizhou China Eagle Electronic Technology Co.Ltd(002579) ", "company" or "listed company") to issue convertible corporate bonds, shares and pay cash to purchase assets (hereinafter referred to as "this acquisition") and raise supporting funds, according to the measures for the administration of major asset restructuring of listed companies The Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions have carefully verified the lifting of the listing and circulation of Huizhou China Eagle Electronic Technology Co.Ltd(002579) some shares, and issued this verification opinion.
Unless otherwise specified, the abbreviations in the verification opinions are the same as those in the report on issuing convertible corporate bonds, shares and paying cash to purchase assets and raise supporting funds (Revised Version). 1、 Basic information of restricted shares lifted this time
On November 7, 2019, the China Securities Regulatory Commission approved and issued the reply on approving Huizhou China Eagle Electronic Technology Co.Ltd(002579) to issue shares to Hu Ke, convertible corporate bonds to purchase assets and raise supporting funds (zjxk [2019] No. 2149). The company is approved to issue 3052725 shares to Hu Ke, 2327866 shares to Xindi, 2142123 shares to Zhang Xuandong, 1790876 shares to Huashuo Technology Co., Ltd., 1611880 shares to Zhongshan Lishun Industrial Co., Ltd., 1611880 shares to apple base limited, 1583102 shares to he Bo Issued 1583102 shares to Xu Jinghao, 1063646 shares to Jiaxing Xinghe equity investment partnership (limited partnership), 1049059 shares to Yuansheng Technology (Hong Kong) Co., Ltd., 757924 shares to Shanghai Jinyu Investment Co., Ltd., 682309 shares to Lin Yiming Issued 674656 shares to Beijing Zhengda United Investment Co., Ltd., 475359 shares to Fuge, 447643 shares to fuguodonghai, and Xiang Lei
21364094 shares were issued in total. The nature of the new shares issued this time is tradable shares with limited sales conditions. The listing date is January 21, 2020, and the sales restriction period starts from the date of listing. As of the date of issuance of this verification opinion, the changes of the above restricted shares of the company are as follows:
1. On January 21, 2021, 10682043 shares met the conditions for lifting the ban and the restriction on sale was lifted, and the number of remaining restricted shares was 10682051;
2. On June 15, 2021, the company completed the equity distribution in 2020 (cash dividend of RMB 0.6 (including tax) for every 10 shares and 2 shares for every 10 shares converted from capital reserve). Due to the conversion, the number of restricted shares increased by 21364410 shares and changed to 12818453 shares;
3. On January 20, 2021, the convertible bond "Zhongjing fixed transfer" issued by the acquisition to the counterparty entered the stock conversion period; In the third quarter of 2021, 52410 restricted convertible bonds were converted into 640706 restricted shares (the restricted period and lifting conditions of these restricted shares are the same as the company shares and convertible bonds issued to the counterparty in this acquisition). The number of restricted shares related to this acquisition increased by 640706 shares and changed to 13459167 shares. 2、 Relevant commitments and performance of shareholders applying for lifting the ban
(I) commitments related to lifting the ban
All counterparties of this transaction promise to acquire the non-public issued shares of the listed company (including the newly acquired shares due to the company's share offering and conversion to share capital), convertible bonds and ordinary shares obtained from the conversion of convertible bonds into shares (including the newly acquired shares due to the company's share offering and conversion to share capital) through asset subscription in this transaction, No transfer or listing shall be conducted within 12 months from the date of completion of this offering, including but not limited to public transfer through the securities market or direct or indirect transfer by agreement, and no pledge or any other third-party rights shall be established. After the expiration of the 12-month restriction period, it can be unlocked in the following ways:
1. 50% unlocking for the first time: 12 months after the completion date of this issuance, and the accounting firm with securities and futures business qualification hired by the listed company has audited the actual net profit of the target company in 2019 and issued the audit report. When the net profit of the audited target company in 2019 is negative, All counterparties of this transaction have made cash compensation to the listed company (or its subordinate enterprises) for all the actual losses of the target company in this year according to the previous acquisition and reorganization agreement signed with the listed company and the acquisition and reorganization agreement;
2. The remaining 50% of the second unlocking: 24 months after the completion of this issuance, and the accounting firm with securities and futures business qualification hired by the listed company has audited the actual net profit of the target company in 2020 and issued the audit report. When the net profit of the audited target company in 2020 is negative, All counterparties of this transaction have made cash compensation to the listed company (or its subordinate enterprises) for all the actual losses of the target company in this year according to the previous acquisition and reorganization agreement signed with the listed company and the acquisition and reorganization agreement.
(II) performance of commitments
According to the verification report on the completion of performance commitments of Zhuhai Yisheng Technology Development Co., Ltd. and Zhuhai Yuansheng Electronic Technology Co., Ltd. (TJs [2020] No. 2-346 and TJS [2021] No. 2-242) issued by Tianjian Certified Public Accountants (special general partnership):
1. The audited net profit in the consolidated financial statements of Zhuhai Yisheng Technology Development Co., Ltd. in 2019 is 34.2491 million yuan, and the audited net profit of Zhuhai Yuansheng Electronic Technology Co., Ltd. in 2019 is 41.3378 million yuan, both of which are positive;
2. The audited net profit in the consolidated financial statements of Zhuhai Yisheng Technology Development Co., Ltd. in 2020 is 59.3694 million yuan, and the audited net profit of Zhuhai Yuansheng Electronic Technology Co., Ltd. in 2020 is 68.9071 million yuan, both of which are positive.
Therefore, the counterparty has completed the performance commitments in 2019 and 2020 and has no compensation obligation to the company. The remaining shares of the company obtained by the counterparty in this acquisition (including the newly acquired shares due to the company's share offering and conversion of share capital) The convertible bonds and the ordinary shares obtained from the conversion of these convertible bonds into shares (including the newly acquired shares due to the company's share offering and conversion of share capital) can be unlocked.
3、 Description of the listed and circulating shares
1. The number of restricted shares lifted this time is 13459167 shares, accounting for 2.22% of the total share capital of the company.
2. The listing and circulation date of the restricted shares lifted this time is January 26, 2022.
3. The lifting of the ban and listing and circulation of shares are as follows:
The application for lifting the restrictions on the sale of Limited shares held this time the serial number of the application for lifting the restrictions on the sale this time and the name of the shareholder
Total (shares) number of shares (shares) number of Pledged Shares (shares)
1 Hu Ke 2067467 0
2 Zhang Xuandong 1450750 0
3 Xu Jinghao 1072159 0
4 he Bo 949861 949861 0
5 Lin Yiming 462099 0
6 Fuge 321939 0
7 Lei Weinong 242479 0
8 Han Yutang 91153 91153 0
9 Shanghai Jinyu Investment Co., Ltd. 454754 0
10 Xindi 1396720 0
11 Huashuo Technology Co., Ltd. 1074526 1074526 0
12 Zhongshan Lishun Industrial Co., Ltd
13 APPLE BASE LIMITED 967,128 967,128 0
Jiaxing Xinghe equity investment partnership
14 638188 0 business (limited partnership)
15 Yuan Sheng Technology (Hong Kong) Co., Ltd. 629436 629436 0
16 Beijing Zhengda United Investment Co., Ltd. 404794 0
17 Co., Ltd. fuguodonghai 268586 268586 0
Total 13459167 0
4、 Changes in share capital structure
Before and after this change
Change of share nature
Number of shares (shares) proportion (%)
1、 Shares with limited sales conditions 44307194 7.30% - 13459167 30848027 5.09%
Executive lock up shares 24872923 4.10% - 24872923 4.10%
Restricted shares after IPO 19434271 3.20% - 13459167 5975104 0.98%
2、 Shares without sale conditions 562332237 92.70% 13459167 575791404 94.91%
3、 Total share capital 606639431 100.00% - 606639431 100.00%
Note: the company is implementing the stock option incentive plan, and the exercise will lead to the change of the total share capital. The data on January 14, 2022 is taken before the change in the above table. V
