Huachuang Securities Co., Ltd
about
Infotmic Co.Ltd(000670) major asset purchase and sale
And related party transactions
of
Report on continuous supervision in 2021
And continuous supervision summary report
Independent financial advisor
February, 2002
catalogue
catalogue 2 statement of the independent financial adviser 3 interpretation 4 I. delivery or transfer of assets in this transaction six
(I) overview of this transaction plan six
(II) Pricing of this transaction six
(III) decision making and approval of this transaction seven
(IV) implementation of this transaction eight
(V) delivery and transfer of underlying assets nine
(VI) continuous supervision opinions of independent financial advisers 10 II. Performance of commitments made by the parties to the transaction ten
(I) relevant commitments of the listed company and its directors, supervisors and senior managers ten
(II) relevant commitments of the counterparty twelve
(III) commitments related to the subject matter of the transaction twenty-three
(IV) relevant commitments of the largest shareholder of the listed company and its actual controller 25 III. realization of profit forecast or profit forecast twenty-eight
(I) performance compensation period and committed net profit twenty-eight
(II) achievement of performance commitments 29 IV. the development of various businesses mentioned in the management discussion and analysis part twenty-nine
(I) main business conditions of the company twenty-nine
(II) main financial situation of the company 31 v. corporate governance structure and operation 32 VI. other matters that differ greatly from the announced restructuring plan VII. Continuous supervision summary thirty-three
Statement of independent financial adviser
Huachuang Securities Co., Ltd. (hereinafter referred to as “Huachuang securities” and “the independent financial consultant”) accepted the entrustment of Infotmic Co.Ltd(000670) (hereinafter referred to as “yingfangwei” and “the company”) to act as the independent financial consultant for yingfangwei’s major asset purchase, major asset sale and related party transactions (hereinafter referred to as “this reorganization”). In accordance with the provisions and requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies, and the information disclosure business memorandum issued by Shenzhen Stock Exchange, Huachuang securities, in the spirit of honesty, credit and diligence, Perform the continuous supervision duties, and issue the continuous supervision report on this restructuring after carefully checking the relevant documents, materials and other basis of this transaction.
The independent financial adviser’s continuous supervision opinions do not constitute any investment suggestions to yingfangwei. The independent financial adviser will not bear any responsibility for the possible risks of any investment decisions made by investors according to the independent financial adviser’s continuous supervision opinions.
The premise for the independent financial adviser to issue the continuous supervision opinion is that yingfangwei has provided the independent financial adviser with the necessary materials for issuing the continuous supervision opinion of the independent financial adviser. Yingfang micro guarantees that the information provided is true, accurate and complete without any false records, misleading statements or major omissions, and is responsible for the authenticity, accuracy and integrity of the information.
The independent financial advisor invites investors to carefully read the full text of the documents related to the restructuring issued by Yingfang micro.
interpretation
In this continuous supervision report, unless the context otherwise requires or explains, the following abbreviations have the following meanings:
Yingfangwei, a listed company, * ST Ying Infotmic Co.Ltd(000670) , formerly known as Shunyuan Industrial Development Co., Ltd. Youfang, a company limited, and formerly known as Shunyuan Real Estate Development Co., Ltd. and Tianfa Petroleum Co., Ltd
The largest shareholder, Shunyuan investment, refers to Shanghai Shunyuan Enterprise Investment Development Co., Ltd., which has been renamed Zhejiang Shunyuan Enterprise Management Co., Ltd
Shanghai Yingfang micro refers to Shanghai Yingfang Microelectronics Co., Ltd., a wholly-owned subsidiary of the company
Daikun technology refers to Shanghai Daikun Technology Development Co., Ltd. (formerly Shanghai Yingfang micro Investment Development Co., Ltd.)
Yingfang micro refers to infotm, Inc., a wholly-owned subsidiary of Daikun technology
The listed company paid cash to purchase 45.33% equity and 5.67% equity of Shenzhen huaxinke Technology Co., Ltd. held by Suzhou Chunxing Precision Mechanical Co.Ltd(002547) and Shanghai Ruichen communication equipment partnership (limited partnership); The purchase of Shanghai Junxing communication equipment Co., Ltd. and Shanghai Ruichen communication equipment this transaction and this major asset refer to the world style held by the partnership (limited partnership) respectively
Group A: 45.33% equity and 5.67% equity of Technology Holdings Limited in this restructuring; Sell the asset package composed of 100% equity of Shanghai Daikun Technology Development Co., Ltd. and the creditor’s rights of Shanghai Daikun Technology Development Co., Ltd. and its subsidiaries owned by Shanghai Yingfang Microelectronics Co., Ltd. to Shaoxing Shunyuan mechanical equipment Technology Co., Ltd
Huaxinke refers to Shenzhen huaxinke Technology Co., Ltd
World style refers to world style technology holdings
LIMITED
Assets purchased and subject assets purchased refer to Shenzhen huaxinke Technology Co., Ltd. and world style
Purchase 51.00% equity of Technology Holdings Limited
The purchasing company and the target company refer to Shenzhen huaxinke Technology Co., Ltd. and world style
TECHNOLOGY HOLDINGS LIMITED
100% equity of Shanghai Daikun Technology Development Co., Ltd. and Shanghai Yingfang micro sale assets refer to the asset package composed of the creditor’s rights of Shanghai Daikun Technology Development Co., Ltd. and its subsidiaries owned by Electronics Co., Ltd
The creditor’s rights sold and the subject-matter creditor’s rights sold refer to the creditor’s rights owned by Shanghai Yingfang Microelectronics Co., Ltd. against Shanghai Daikun Technology Development Co., Ltd. and its subsidiaries
The selling company and the target company refer to Shanghai Daikun Technology Development Co., Ltd
The target equity for sale refers to 100.00% equity of Shanghai Daikun Technology Development Co., Ltd
Suzhou Chunxing Precision Mechanical Co.Ltd(002547) refers to Suzhou Chunxing Precision Mechanical Co.Ltd(002547) (Stock Code: 002547)
Shanghai Junxing refers to Shanghai Junxing communication equipment Co., Ltd
Shanghai Ruichen means Shanghai Ruichen communication equipment partnership (limited partnership)
Shaoxing Shunyuan refers to Shaoxing Shunyuan mechanical equipment Technology Co., Ltd
Counterparties to purchase assets, purchase assets refer to Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing communication equipment limited counterparty company, Shanghai Ruichen communication equipment partnership (limited partnership)
The counterparties of assets sold and assets sold refer to the counterparties of Shaoxing Shunyuan mechanical equipment Technology Co., Ltd
Counterparties and parties to the transaction refer to Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing communication equipment Co., Ltd., Shanghai Ruichen communication equipment partnership (limited partnership) and Shaoxing
Xingshunyuan mechanical equipment Technology Co., Ltd
Restructuring report refers to the report on Infotmic Co.Ltd(000670) major asset purchase, major asset sale and related party transactions (Draft)
Audit report refers to the special audit report on the achievement of the performance commitment of the target company
Shenzhen huaxinke Technology Co., Ltd. and world style
“Appraisal report of purchased assets” refers to the asset appraisal report of the appraisal project of the value of all shareholders’ equity involved in the proposed transfer of equity by the relevant shareholders of Technology Holdings Limited
The asset appraisal report on sale of Infotmic Co.Ltd(000670) proposed transfer of Shanghai Daikun technology development refers to the asset appraisal report of the asset package value appraisal project of equity and creditor’s rights (including subsidiaries) of the Co., Ltd
The asset purchase agreement between Shanghai Yingfang Microelectronics Co., Ltd. and Suzhou Suzhou Chunxing Precision Mechanical Co.Ltd(002547) Co., Ltd. refers to the asset purchase agreement of the company, Shanghai Junxing communication equipment Co., Ltd., Xu Fei and Shanghai Ruichen communication equipment partnership (limited partnership)
Infotmic Co.Ltd(000670) and the asset sale agreement of Shanghai Yingfang Microelectronics Co., Ltd. refer to the asset sale agreement between the company and Shaoxing Shunyuan mechanical equipment Technology Co., Ltd
Discussion
On June 4, 2020, Shanghai Wensheng, Shanghai yingfangwei, Shangyu Yuxin and the agreement refer to the agreement signed by Suzhou Chunxing Precision Mechanical Co.Ltd(002547) , Shanghai Junxing, Xu Fei and Shanghai Ruichen
The period from the base date of audit and evaluation to the delivery date is the period for calculating the attribution of profits and losses; The profit and loss attribution period refers to the period from the base date (excluding the base date) to the last day of the month before the delivery date when the profit and loss attribution of the period is actually calculated.
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The reorganization Measures refer to the measures for the administration of major asset reorganization of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
Huachuang securities and independent financial consultant refer to Huachuang Securities Co., Ltd
Tianjian refers to Tianjian Certified Public Accountants (special general partnership)
Daxin, the audit machine of the target company for sale refers to Daxin Certified Public Accountants (special general partnership), the evaluation of the target company for purchase refers to the evaluation organization of Kunyuan asset evaluation Co., Ltd., Wanbang evaluation, and the asset evaluation machine for sale refers to the evaluation organization of Wanbang asset evaluation Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Supervision period refers to the continuous supervision period from July 8, 2020 to December 31, 2021
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
