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福建实达集团股份有限公司关于发行股份及支付现金购买资产并募集配套资金之发行股份限售股上市流通公告

Core Viewpoint - The announcement details the listing and circulation of restricted shares of Fujian Shida Group Co., Ltd., specifically regarding the non-public issuance of shares to acquire assets and raise supporting funds, with a total of 9,424,984 shares set to be released on September 11, 2025 [2][3][19]. Group 1: Share Listing Details - The type of stock listing is a non-public issuance, with a total of 9,424,984 shares to be listed for circulation [2]. - The circulation date for the restricted shares is set for September 11, 2025 [3]. - The shares being released are part of the acquisition of Shenzhen Xingfei Technology Co., Ltd. and were initially approved by the China Securities Regulatory Commission on December 31, 2015 [4]. Group 2: Shareholder Commitments and Performance - The shares being released belong to Chen Feng, accounting for 0.43% of the company's total share capital [7]. - The performance commitments related to the acquisition included net profit targets for the years 2015 to 2018, with specific amounts set for each year [8]. - The actual net profits for Shenzhen Xingfei exceeded the committed amounts during the performance commitment period, confirming the fulfillment of the performance obligations [10]. Group 3: Changes in Share Capital - Following the acquisition of Shenzhen Xingfei, the company's total share capital increased from 351,558,394 shares to 590,243,598 shares after the issuance of 238,685,204 shares [4]. - Subsequent capital increases and adjustments have led to a total share capital of 2,178,303,106 shares as of February 14, 2022, after a capital reserve increase [6]. Group 4: Legal and Compliance Matters - The independent financial advisor, Tianfeng Securities, confirmed that the original shareholders did not violate their commitments regarding the release of shares [18]. - Legal opinions indicated that the company has settled its debts related to Shenzhen Xingfei and will not assume further liabilities following the transfer of ownership [17].