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天娱数科: 非公开发行股份上市流通提示性公告

Company Overview - Tianyu Digital Technology (Dalian) Group Co., Ltd. has announced the lifting of restrictions on the non-public issuance of shares from 2017, with a total of 4,599,533 shares being released, accounting for 0.28% of the company's total shares of 1,654,585,820 [1][6][12] Share Issuance and Capital Changes - In April 2017, the company issued 29,569,706 shares to acquire assets, increasing the total share capital from 292,086,511 to 321,656,217 shares [1][4] - The total share capital further increased to 900,637,407 shares after a cash dividend of 4.1226 RMB per 10 shares and a capital reserve increase of 18 shares for every 10 shares held [2] - The company has undergone multiple share buybacks and cancellations, resulting in a reduction of total shares from 900,637,407 to 898,677,407 shares due to the cancellation of 1,960,000 restricted shares [2][3] Performance and Compensation - The performance commitments made by the shareholders of Fantasy Joy Network Technology Co., Ltd. were not fully met, leading to compensation obligations. The total promised profit for 2016, 2017, and 2018 was not achieved, with actual profits falling short in 2018 [9][10] - Compensation shares totaling 3,800,226 were returned to the company, and cash dividends of 635,533.50 RMB were paid by shareholder Ningbo Shiyi [10][12] Shareholder Commitments - Shareholders have committed to performance targets, with specific profit levels set for the years 2016 to 2018. If these targets are not met, compensation in shares is required [8][9] - The independent financial advisor has confirmed that the shareholders have fulfilled their compensation obligations despite not meeting the performance commitments [11][12] Current Share Structure - After the lifting of restrictions, the company will have a total of 26,729,541 shares under limited circulation conditions remaining [12][13] - The total number of shares after the latest adjustments stands at 1,654,585,820, with 33,254,074 shares being limited in circulation [6][12]