Sinolink Securities Co.Ltd(600109)
About Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Verification opinions on the listing and circulation of issued shares before initial public offering
Shenzhen Stock Exchange:
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "recommendation institution") as a recommendation institution for initial public offering and listing of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as " Suzhou Hengmingda Electronic Technology Co.Ltd(002947) " or "company"), in accordance with the measures for the administration of securities issuance and listing recommendation business The Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange have carefully verified the listing and circulation of issued shares before the initial public offering of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) . The details are as follows:
1、 Overview of shares issued before IPO
(I) initial public offering of shares
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as "the company") was approved by the reply on approving Suzhou Hengmingda Electronic Technology Co.Ltd(002947) initial public offering of shares (zjxk [2018] No. 2061) of China Securities Regulatory Commission, issued 30378003 RMB common shares (A shares) for the first time, and was listed and traded on the small and medium-sized board of Shenzhen Stock Exchange on February 1, 2019. Before the public offering, the total share capital of the company was 91134007 shares, and after the issuance, the total share capital of the company was 121512010 shares, of which 91134007 shares were restricted before the initial offering, accounting for 75.00% of the total share capital of the company.
On February 14, 2020, 10654317 pre IPO restricted shares were lifted and listed for circulation; On April 7, 2020, 7655746 restricted shares were lifted and listed for circulation before the initial public offering.
(II) changes in share capital of the company after listing
1. On July 6, 2020, the second extraordinary general meeting of the company in 2020 deliberated and approved the proposal on Suzhou Hengmingda Electronic Technology Co.Ltd(002947) 2020 stock option and restricted stock incentive plan (Revised Draft) and its summary, and the implementation of 2020 stock option and restricted stock incentive plan by the company was approved. On August 25, 2020, 368500 stock options granted to 95 objects for the first time were registered, 5137500 restricted shares granted to 71 objects for the first time were listed, and the total number of shares of the company increased to 126649510.
The proposal on the plan for annual profit distribution and conversion of capital reserve into share capital agrees that the company will distribute cash dividends of RMB 3.00 (including tax) for every 10 shares to all shareholders based on the total share capital of 126649510 shares as of December 31, 2020, with a total cash dividend of RMB 37994853.00 (including tax), Based on the total share capital of 126649510 shares of the company as of December 31, 2020, 3 shares will be added to all shareholders with capital reserve for every 10 shares. The 2020 equity distribution was completed on May 13, 2021. After this increase, the total share capital of the company was changed to 164644363 shares.
3. On August 20, 2020, the company's third extraordinary general meeting in 2020 deliberated and approved the proposal on the company's plan for non-public development of A-Shares in 2020 and other non-public offering of shares, and obtained the reply on approving Suzhou Hengmingda Electronic Technology Co.Ltd(002947) non-public offering of shares (zjxk [2020] No. 2778) from China Securities Regulatory Commission on October 28, 2020, Approve the company's non-public offering of no more than 37994853 new shares. On September 8, 2021, 17412935 A-share ordinary shares actually issued by the company were listed, and the total share capital of the company was changed from 164644363 shares to 182057298 shares. 4. On September 10, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the proposal on cancellation of some stock options, repurchase and cancellation of some restricted shares and termination of this incentive plan in 2020 equity incentive plan, and decided that after the implementation of the first exercise / lifting of restrictions on sale of the first equity granted in 2020 equity incentive plan, Terminate the implementation of this incentive plan. Therefore, the Company repurchased and cancelled 5986006 shares granted but not lifted the restrictions on sale in the first equity granted by the incentive plan. The repurchase and cancellation has been completed, and the total share capital of the company has been changed to 176071292 shares.
5. On September 16, 2021, 118768 stock options first granted by the company's 2020 equity incentive plan and having reached the exercise conditions can be exercised. Up to now, 59811 options have been exercised.
As of the date of issuance of this verification opinion, the total share capital of the company is 176131103 shares, including 112342340 shares with limited sales conditions, accounting for 63.78% of the total shares of the company; The number of shares with no sale conditions is 63788763, accounting for 36.22% of the total shares of the company.
The restricted shares listed and circulated this time are the restricted shares before the company's initial public offering, involving 7 shareholders. The restricted period is 36 months from the date of listing of the company's shares in Shenzhen Stock Exchange. The number of restricted shares lifted this time is 94671127 shares, accounting for 53.7504% of the company's total share capital on the date of issuance of this verification opinion.
2、 Implementation of commitments by shareholders applying for lifting share restrictions
The shareholders applying for lifting the share restriction this time include four natural person shareholders: Jing Shiping, Xia Chen, Jing Jingping and Jingjiang, Shenzhen hengshida Investment Co., Ltd. (hereinafter referred to as "hengshida"), Shanghai Weicheng enterprise management center (limited partnership) (hereinafter referred to as "Shanghai Weicheng") Shenzhen hengshifeng Asset Management Center (limited partnership) (hereinafter referred to as "hengshifeng") has three non-state-owned corporate shareholders.
(I) commitments made by the above shareholders in the company's listing announcement
1. Commitment on share locking
(1) Jing Shiping, the controlling shareholder and actual controller, promises not to transfer or entrust others to manage the company's shares held directly or indirectly before the issuance, nor will the company repurchase such shares within 36 months from the date of listing of the company's shares; As the chairman of the company, after the expiration of the above statutory or voluntary lock-in, the shares transferred each year during his term of office shall not exceed 25% of the total number of shares of the company directly or indirectly held by him; In case of resignation before the expiration of the term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him during the term of office determined at the time of taking office and within 6 months after the expiration of the term of office, and the shares of the company held by him shall not be transferred within 6 months after his resignation; If the shares held by me are reduced within two years after the expiration of the above lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company's shares held by me will be automatically extended for 6 months.
In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly. I will abide by the provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shenzhen Stock Exchange and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
(2) Xia Chen, Jing Jingping and Jing Jiang, the actual controllers, promise that they will not transfer or entrust others to manage the company's shares directly or indirectly held by themselves before the issuance, nor will the company repurchase such shares within 36 months from the date of listing of the company's shares; As a director or senior manager of the company, after the expiration of the above statutory or voluntary lock-in period, the number of shares transferred each year during his term of office shall not exceed 25% of the total number of shares of the company directly or indirectly held by him; In case of resignation before the expiration of the term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him during the term of office determined at the time of taking office and within 6 months after the expiration of the term of office, and the shares of the company held by him shall not be transferred within 6 months after his resignation; If the shares held by me are reduced within two years after the expiration of the above lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company's shares held by me will be automatically extended for 6 months. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly. I will abide by the provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shenzhen Stock Exchange and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock exchange.
(3) The shareholders hengshida, Shanghai Weicheng and hengshifeng promise that as the shareholders of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , the enterprise will not transfer or entrust others to manage the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) shares directly or indirectly held by the enterprise before the issuance, nor will Suzhou Hengmingda Electronic Technology Co.Ltd(002947) repurchase these shares within 36 months from the date of listing of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) . If the shares held by the enterprise are reduced within two years after the expiration of the above lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of the company's shares held by the enterprise will be automatically extended for 6 months. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly.
2. Commitment on shareholding intention and reduction intention
(1) Jing Shiping, Xia Chen and Jing Jingping, shareholders holding more than 5% shares and actual controllers, promise that I intend to hold the company's shares for a long time; If I intend to reduce my shares after the expiration of the lock-in period, I will carefully abide by the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on shareholder reduction, and carefully formulate the stock reduction plan in combination with the needs of the company to stabilize the stock price, carry out operation and capital operation; My reduction of shares of the company shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of stock exchange, block trading mode, agreement transfer mode, etc; If the shares held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex dividend matters, the above issue price shall be adjusted accordingly; Within two years after the expiration of the lock up period, the total number of shares of the company held by me shall not exceed 20% of the total number of shares held by me before this issuance. In case of any change in the company's shares held by me due to the company's distribution, capital reduction and share reduction, the amount of transferable shares shall be changed accordingly; Before I reduce my shares, I will make an announcement three trading days in advance, and timely and accurately perform the obligation of information disclosure in accordance with the rules of Shenzhen Stock Exchange, except when I hold less than 5% of the company's shares; If I reduce my shares through centralized bidding trading in Shenzhen Stock Exchange, I shall report the reduction plan to Shenzhen Stock Exchange 15 trading days before the first sale, and make an announcement after filing with Shenzhen Stock Exchange; If I reduce my shares by means of centralized bidding transaction, the total number of shares reduced shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days; If the shares are reduced by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the company within any continuous 90 natural days; During the period of concerted action, the number of shares reduced above shall be calculated jointly with the person acting in concert; If I continue to reduce my shares through centralized bidding transaction within six months from the date when I transfer my shares by agreement and no longer have the status of major shareholder (i.e. controlling shareholder or shareholder holding more than 5%), I shall still abide by the commitment on reduction of shares through centralized bidding transaction in this commitment; If I violate my commitment, the cash dividends I should enjoy in the company's profit distribution plan for the current year and subsequent years will not be distributed until I fulfill this commitment.
(2) Jingjiang, the shareholder holding less than 5% and the actual controller, promises that I intend to hold the company's shares for a long time; If I intend to reduce my shares after the expiration of the lock-in period, I will carefully abide by the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on shareholder reduction, and carefully formulate the stock reduction plan in combination with the needs of the company to stabilize the stock price, carry out operation and capital operation; My reduction of shares of the company shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the stock exchange, block trading, agreement transfer, etc; If the shares held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price. In case of ex right and ex dividend matters, the above issue price shall be adjusted accordingly; Within two years after the expiration of the lock up period, the total number of shares of the company held by me shall not exceed 20% of the total number of shares held by me before this issuance. In case of any change in the company's shares held by me due to the company's distribution, capital reduction and share reduction, the amount of transferable shares shall be changed accordingly; If I reduce my shares through centralized bidding trading in Shenzhen Stock Exchange, I shall report the reduction plan to Shenzhen Stock Exchange 15 trading days before the first sale, and make an announcement after filing with Shenzhen Stock Exchange; If I reduce my shares by means of centralized bidding transaction, the total number of shares reduced shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days; If the shares are reduced by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the company within any continuous 90 natural days; During the period of concerted action, the number of shares reduced above shall be calculated jointly with the person acting in concert; If I continue to reduce my shares through centralized bidding within six months from the date of reducing my shares by means of agreement transfer, I shall still abide by the commitment on reduction of shares through centralized bidding transaction in this commitment; If I violate my commitment, the cash dividends I should enjoy in the company's profit distribution plan for the current year and subsequent years will not be distributed until I fulfill this commitment.
(3) Hengshida, an institutional shareholder holding more than 5%, promises that if the institution intends to reduce its shares after the expiration of the lock-in period, it will seriously abide by the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on shareholder reduction; The reduction of the company's shares by the institution shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the stock exchange, block trading mode, agreement transfer mode, etc; If the shares held by the institution are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price. In case of ex right and ex dividend matters, the above issuance price shall be adjusted accordingly; Within two years after the expiration of the lock up period, the total number of shares held by the institution shall not exceed 50% of the total number of shares held by the institution before the issuance. Due to the division of the company
