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深桑达A: 平安证券关于深桑达发行股份购买资产并募集配套资金暨关联交易之部分限售股解禁的核查意见

Core Viewpoint - The news discusses the approval and subsequent release of restricted shares for Shenzhen Sanda Industrial Co., Ltd. as part of its asset acquisition and fundraising activities, highlighting the performance commitments and the financial implications of the transaction [1][2]. Summary by Sections 1. Basic Situation of Restricted Shares Release - Shenzhen Sanda Industrial Co., Ltd. received approval from the China Securities Regulatory Commission to issue shares for asset acquisition and to raise up to RMB 2 billion [1]. - A total of 658,011,817 shares were issued to 15 parties, with 164,816,394 shares having a 12-month lock-up period that ended on May 18, 2022 [1][2]. 2. Listing and Circulation of Restricted Shares - The released shares include 493,195,423 shares from 10 parties, representing 43.34% of the company's total share capital, with 456,748,821 shares available for circulation, accounting for 40.14% of the total [2][3]. 3. Company Performance Commitments - The performance commitments for the acquired entity, referred to as "China System," include net profit targets of at least RMB 520 million, RMB 640 million, RMB 800 million, and RMB 870 million for the years 2021 to 2024, respectively [20][21]. 4. Compensation Mechanism for Performance Shortfalls - If the actual net profit falls short of the commitments, a compensation mechanism is in place, which includes the issuance of additional shares to cover the shortfall based on a specific formula [22][23]. 5. Changes in Share Capital Structure - Following the release of restricted shares, the total share capital remains at 1,137,959,234 shares, with no changes in the overall structure [6]. 6. Commitments to Maintain Independence - The involved parties have made commitments to maintain the operational, asset, personnel, and financial independence of Shenzhen Sanda, ensuring no illegal interference or resource occupation occurs [17][18].