Sanan Optoelectronics applied for the listing of tradable shares with restricted sales conditions

Hongyuan Securities Co., Ltd. issued a verification opinion on the listing and circulation of circulation shares of Sanan Optoelectronics. In the equity division reform of Sananguang, the consideration of non-tradable shareholders to the shareholders of tradable shares includes the following contents:

Based on the 58,615,464 shares of tradable shares, Sanan Optoelectronics will transfer 2 shares of every tradable shareholder registered on the share registration date to the share-trading reform plan with the capital reserve fund, and the tradable shareholders will receive 11,723,093 new shares. It is equivalent to one share of the shares of the tradable shareholders for every 10 shares.

Sanan Optoelectronics' controlling shareholder Fujian Sanan Group Co., Ltd. (hereinafter referred to as "Sanan Group") will sell its subsidiary, Xiamen Sanan Electronics Co., Ltd. (hereinafter referred to as "Sanan Electronics"), LED epitaxial wafer and chip operating assets. Invest in Tianzhu Technology through the way in which listed companies purchase shares to purchase assets. After the implementation of the share-trading reform plan, the company's net assets increased from 0 yuan to 50,045,660 yuan.

Sanan Optoelectronics' share-trading reform plan and major asset restructuring and mutual conditions are implemented simultaneously. On June 26, 2008, the major asset restructuring of Tianyi Technology's non-public offering of shares to purchase assets was completed.

In order to protect the interests of shareholders, especially small and medium-sized shareholders, Sanan Group made a performance commitment: after the reorganization, the net profit attributable to the ordinary shareholders of the listed company realized by Tianzhu Technology in the month after the asset delivery date in 2008 (both deducting non- The net profit after recurring profit and loss is not less than RMB 8 million (assuming the asset delivery date is January 1, 2008, the net profit for 2008 is not less than RMB 97.07 million), and the property realized in 2009 is attributable to the listed company. The net profit of ordinary shareholders is not less than RMB 12,181,700. The net profit attributable to ordinary shareholders of listed companies in 2010 is not less than RMB 150 million. If the net profit attributable to ordinary shareholders of the listed company in 2008, 2009 and 2010 is lower than the above commitments, the Sanan Group will make up the above difference in cash with Tianyi Technology.

As a sponsor of Sanan Optoelectronics' share-trading reform, Hongyuan Securities Co., Ltd. fulfilled the commitments related to the share-trading reform of shareholders holding Sanan Optoelectronics' restricted shares, and the restrictions on the sale of the board of directors of Sanan Optoelectronics. The tradable shares listing application and other matters were verified. It is believed that the relevant shareholders of Sanan Optoelectronics have faithfully fulfilled the commitments made in the share reform, and the application for the listing of the tradable shares proposed by the board of directors of Sanan Optoelectronics is in line with the “shareholding of listed companies”. Relevant regulations such as the Separation Reform Management Measures.

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