中电科数字技术股份有限公司发行股份购买资产暨关联交易之部分限售股上市流通公告

Core Viewpoint - The announcement details the listing and circulation of restricted shares for China Electronics Technology Group Corporation Digital Technology Co., Ltd. (referred to as "the company") as part of an asset acquisition and related party transaction, with a total of 66,392,216 shares set to be released on September 24, 2025 [2][4][5]. Group 1: Share Listing Details - The type of shares being listed is non-publicly issued shares, with a total of 66,392,216 shares to be listed [2][3]. - The shares will be available for circulation starting on September 24, 2025 [4][17]. - The shares are part of a transaction approved by the China Securities Regulatory Commission (CSRC) on May 25, 2022, involving multiple stakeholders [6]. Group 2: Shareholder and Lock-up Information - The company issued a total of 130,166,450 new shares, of which 49,059,477 shares had a lock-up period of 12 months and were released on September 25, 2023 [7][8]. - The current release involves shares with a lock-up period of 36 months, with 66,392,216 shares being released after deducting 14,714,757 shares that were repurchased due to performance compensation [9][10]. Group 3: Performance Compensation Agreement - The performance compensation agreement stipulates that if the acquired company, Baifei Electronics, fails to meet specific profit targets for 2022, 2023, and 2024, the shareholders must compensate the company [13][14]. - The agreed profit targets are 163.31 million yuan for 2022, 197.47 million yuan for 2023, and 237.04 million yuan for 2024 [13]. - As of the announcement date, all compensation obligations have been fulfilled by the relevant shareholders [14]. Group 4: Regulatory Compliance and Verification - The independent financial advisor, Huatai United Securities, confirmed that the release of restricted shares complies with relevant laws and regulations [16]. - The company has no reported instances of fund occupation by controlling shareholders or related parties as of the announcement date [15].