Everbright Securities Company Limited(601788) verification opinions on the lifting of the ban on Huizhou China Eagle Electronic Technology Co.Ltd(002579) issuing convertible corporate bonds and shares, paying cash to purchase assets and raising 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 In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, we have carefully verified the lifting of the ban on Huizhou China Eagle Electronic Technology Co.Ltd(002579) some convertible bonds, 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 convertible bonds 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). Approved the company to issue 38581 convertible corporate bonds to Hu Ke, 29420 convertible corporate bonds to Xindi company, 27072 convertible corporate bonds to Zhang Xuandong, 22633 convertible corporate bonds to Huashuo Technology Co., Ltd., 20371 convertible corporate bonds to Zhongshan Lishun Industry Co., Ltd 20371 convertible corporate bonds to applebase limited, 20007 convertible corporate bonds to he Bo, 20007 convertible corporate bonds to Xu Jinghao, 13442 convertible corporate bonds to Jiaxing Xinghe equity investment partnership (limited partnership), 13258 convertible corporate bonds to Yuansheng Technology (Hong Kong) Co., Ltd 9579 convertible corporate bonds were issued to Shanghai Jinyu Investment Co., Ltd., 8623 convertible corporate bonds were issued to Lin Yiming, 8526 convertible corporate bonds were issued to Beijing Zhengda United Investment Co., Ltd., 6008 convertible corporate bonds were issued to Fuge, 1920 convertible corporate bonds were issued to Han Yutang to purchase relevant assets.
A total of 270000 convertible bonds were issued, with the bond code of "124004" and the bond referred to as "Zhongjing fixed transfer". The above convertible bonds have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on January 20, 2020, and the sales restriction period shall be calculated from January 20, 2020.
As of the date of issuance of this verification opinion, the changes of the above restricted convertible bonds of the company are as follows:
1. On January 20, 2021, 134995 convertible bonds met the conditions for lifting the ban and the restriction on sale was lifted, and the remaining number of restricted convertible bonds was 135005;
2. On January 20, 2021, "Zhongjing fixed transfer" entered the share 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 convertible bonds related to this acquisition decreased by 52410 to 82595. 2、 Relevant commitments and performance of convertible bond holders 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 convertible bonds lifted this time
1. The number of convertible bonds lifted this time is 82595.
2. The date of lifting the restrictions on the sale of convertible bonds is January 26, 2022.
3. The lifting of restrictions on the sale of convertible bonds is as follows:
The total number of convertible bonds held applies for lifting the ban this time
Serial number shareholder name
(piece) number of convertible bonds (piece)
1 Xindi company 29420 14710
2 Huashuo Technology Co., Ltd. 22633 11317
3 Zhongshan Lishun Industrial Co., Ltd. 20371 10186
4 APPLE BASE LIMITED 20,371 10,186
5 he Bo 20007 10004
6 Jiaxing Xinghe equity investment partnership (limited partnership) 13442 6721
7 Yuansheng Technology (Hong Kong) Co., Ltd. 13258 6629
8 Shanghai Jinyu Investment Co., Ltd. 9579 4790
9 Beijing Zhengda United Investment Co., Ltd. 8526 4263
10 Co., Ltd. fuguodonghai 5657 2829
11 Han Yutang 1920 960
Total 165184 82595
4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
1. The number and date of the company's convertible bonds lifted this time comply with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and so on;
2. The 11 convertible bond holders who lifted the ban on convertible bonds have fulfilled the sales restriction commitments of convertible bonds in the company's issuance of convertible corporate bonds, shares, payment of cash to purchase assets and raising supporting funds;
3. As of the date of issuance of this verification opinion, the information disclosure of the company on the lifting of the ban on some convertible bonds is true, accurate and complete.
In conclusion, the independent financial advisor has no objection to Huizhou China Eagle Electronic Technology Co.Ltd(002579) the lifting of some convertible bonds.
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(there is no text on this page, which is the signature and seal page of Everbright Securities Company Limited(601788) verification opinions on the lifting of the ban on Huizhou China Eagle Electronic Technology Co.Ltd(002579) issuing convertible corporate bonds, shares, paying cash to purchase assets and raising supporting funds) financial advisor sponsor:
Tan Yiming, Guo houmeng
Everbright Securities Company Limited(601788) mm / DD / 2022
