SED(SZ:000032) Zheng Quan Zhi Xing·2025-06-10 14:16Core Viewpoint - Shenzhen Sanda Industrial Co., Ltd. has announced the lifting of restrictions on the sale of shares issued for asset acquisition, allowing for the circulation of a significant portion of its shares following the fulfillment of performance commitments by the acquired entity [1][2][7]. Summary by Relevant Sections 1. Basic Situation of the Lifting of Restrictions - The company issued 658,011,817 shares to acquire assets, with 493,195,423 shares (43.34% of total shares) being released from restrictions after meeting performance commitments [1][2]. - The acquired entity, China System, achieved a cumulative net profit of 293,154.49 million yuan from 2021 to 2024, exceeding the promised 283,000 million yuan [1][7]. 2. Listing and Circulation Arrangement of Restricted Shares - A total of 456,748,821 shares (40.14% of total shares) are now available for circulation following the lifting of restrictions [2]. 3. Changes in Share Capital Structure - The total share capital remains at 1,137,959,234 shares, with no changes in the overall structure despite the lifting of restrictions [2]. 4. Commitments Made by Shareholders - Shareholders have committed to maintaining the independence of Sanda's operations, assets, personnel, and financial management, ensuring no illegal interference from controlling entities [7][8][27]. - The commitments include avoiding related party transactions and ensuring that the financial accounting department operates independently [7][8][27]. 5. Performance Commitments - China System's net profit commitments for the years 2021 to 2024 are set at 52,000 million yuan, 64,000 million yuan, 80,000 million yuan, and 87,000 million yuan respectively [13][30]. - The company will conduct audits to verify the fulfillment of these commitments and will issue compensation if the actual profits fall short [30][32]. 6. Lock-up Period for Shares - The shares acquired through this transaction are subject to a lock-up period of 36 months, with extensions possible if certain conditions regarding stock price are met [19][34].