Huachuang Securities Co., Ltd
about
Infotmic Co.Ltd(000670) issue shares to purchase assets and raise supporting funds
And related party transactions
of
Independent financial advisor Report
(Revised Version)
February, 2002
Statement and commitment
Entrusted by Infotmic Co.Ltd(000670) (hereinafter referred to as "yingfangwei", "listed company" and "company"), Huachuang Securities Co., Ltd. (hereinafter referred to as "Huachuang securities" and "independent financial consultant") acted as the independent financial consultant on the issue of shares, the purchase of assets, the raising of supporting funds and related party transactions, and provided independent opinions to all shareholders of yingfangwei on this matter, And prepare this independent financial advisor report.
This independent financial advisory report is in accordance with 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, and the measures for the administration of financial advisory business for mergers and acquisitions of listed companies In accordance with the provisions of relevant laws and regulations, such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - application documents for major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and in accordance with the generally recognized business standards, ethics, honesty and diligence of the securities industry, Issued after careful due diligence, it aims to make an independent, objective and fair evaluation of this transaction for the reference of all shareholders of yingfangwei and relevant parties.
The independent financial advisor hereby makes the following statement:
1. The parties involved in this transaction provided the independent financial adviser with the necessary materials for issuing the independent financial adviser's report, and guaranteed that the materials provided were true, accurate and complete, without any false records, misleading statements or major omissions, and were responsible for the authenticity, accuracy and completeness of the materials. 2. The independent financial advisor has conducted due diligence on the facts on which the independent financial advisor's report is based, and is responsible for the authenticity, accuracy and completeness of the independent financial advisor's report.
3. The independent financial advisor reminds investors that the independent financial advisor's report does not constitute any investment advice to yingfangwei. The independent financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to the independent financial advisor's report.
4. The independent financial advisor has no other interest relationship with all parties to the transaction, and the relevant opinions expressed on the transaction are completely independent.
5. The independent financial adviser specially invites all shareholders and investors of Yingfang micro to carefully read the report on Infotmic Co.Ltd(000670) issuing shares to buy assets and raising supporting funds and related party transactions (Draft) issued by the board of directors of Yingfang micro, as well as the full text of legal opinions, audit reports, asset evaluation reports and other documents issued by relevant intermediaries.
6. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the independent financial advisor's report.
7. Without the written consent of the independent financial adviser, the report of the independent financial adviser shall not be used for any other purpose or used by any third party.
The independent financial advisor hereby makes the following commitments:
1. The independent financial adviser has fulfilled the obligation of due diligence in accordance with relevant regulations and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company.
2. The independent financial advisor has verified the documents disclosed by the listed company and is sure that the contents and format of the disclosed documents meet the requirements.
3. The independent financial adviser has sufficient reasons to believe that the restructuring plan entrusted by the listed company to the independent financial adviser to give opinions complies with laws, regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
4. The professional opinions issued on this major asset restructuring have been verified by the independent financial advisor, and the core institution agrees to issue this independent financial advisor report.
5. The independent financial advisor has taken strict confidentiality measures, strictly implemented the risk control and internal firewall system, and there are no problems of insider trading, market manipulation and securities fraud.
Tips on major issues
The company reminds investors to carefully read the full text of this report and pay special attention to the following matters: I. overview of this transaction scheme
This transaction includes: (I) issuing shares to purchase assets; (II) raise supporting funds. The issuance of shares, the purchase of assets and the raising of supporting funds involved in this transaction are mutual conditions and preconditions, which together constitute an integral part of this transaction. If any one of them cannot be implemented due to Unapproved or other reasons, the other will not be implemented. The main contents of this transaction are as follows: (I) issuing shares to purchase assets
The listed company plans to purchase 39% equity of huaxinke and 39% equity of world style from Yuxin investment by issuing shares, and 10% equity of huaxinke and 10% equity of world style from Shanghai Ruichen. Prior to this transaction, the listed company had held 51% equity of huaxinke and 51% equity of worldstyle. After the completion of this transaction, huaxinke and world style will become wholly-owned subsidiaries of the listed company.
According to the appraisal report (Zhonglian pingbao Zi [2021] No. 1102) issued by Zhonglian appraisal, taking December 31, 2020 as the base date, the appraisal value of all shareholders' equity assessed by huaxinke and world style using the income method is 1289492200 yuan. After negotiation between the two parties, the transaction price of 49% equity of the target company is determined as 631851178 yuan. (II) raising supporting funds
The company plans to raise matching funds from Shunyuan enterprise management non-public offering shares, the largest shareholder of the listed company, by means of fixed price issuance. The total amount of matching funds raised shall not exceed 400 million yuan, the number of non-public offering shares shall not exceed 243902439 shares, and the number of non-public offering shares shall not exceed 30% of the total share capital of the listed company before this transaction, And the total amount of raised funds shall not exceed 100% of the transaction consideration of the company for purchasing assets by issuing shares in this transaction.
The supporting funds raised this time are intended to be used for smart terminal SOC series chip R & D and industrialization projects, memory and relay related product line expansion projects, debt repayment and payment of intermediary fees and taxes related to this transaction. The proportion used to supplement working capital and repay debt shall not exceed 50% of the total supporting funds raised, as follows:
Purpose of the raised funds: total investment of the project No. (10000 yuan) (10000 yuan)
1 intelligent terminal SOC series chip R & D and industrialization project 13809.68 8700.00
2 memory and relay related product line expansion project 16855.22 10000.00
3 repayment of debt 20000.00 18300.00
4. Pay intermediary fees and taxes related to this transaction 3000.00 3000.00
Total 53664.90 40000.00
The raising of matching funds and the issuance of shares to purchase assets are mutually conditional.
If the supporting funds raised this time need to be adjusted due to changes in regulatory policies or requirements of issuance approval documents, the company will also adjust according to corresponding requirements. (III) price and quantity of shares issued this time
1. Price and number of shares issued for the purchase of assets
(1) Purchase price of assets and issue shares
According to Article 45 of the measures for the administration of reorganization, the issue price of a listed company issuing shares to purchase assets shall not be lower than 90% of the market reference price. The market reference price is one of the average stock trading prices of the listed company 20 trading days, 60 trading days or 120 trading days before the announcement date of the first resolution of the board of directors to purchase assets by issuing shares. The listed company held the 17th meeting of the 11th board of directors on April 26, 2021, deliberated and adopted the proposals related to the transaction, but did not issue the notice of convening the general meeting of shareholders within 6 months from the date of announcement of the resolution of the board of directors. Therefore, the pricing benchmark date of this issuance of shares is adjusted to the announcement date of the resolution of the board of directors of the listed company to review the proposals related to this transaction. Since the trading of the company's shares has been suspended since the 17th meeting of the 11th board of directors was held on April 26, 2021, the adjustment of the aforesaid pricing base date does not involve the change of the issuance price.
The average trading price of the listed company's shares 20 trading days, 60 trading days and 120 trading days before the benchmark date of pricing of this offering is as follows:
Unit: yuan / share
S / N transaction average price type transaction average price transaction average price 90%
1. The average price of 20 trading days before the pricing benchmark date is 2.05 1.85
2. The average price of 60 trading days before the pricing benchmark date is 2.06 1.86
3. The average price of 120 trading days before the pricing benchmark date is 2.14 1.93
Through friendly negotiation between the trading parties, the issuing price of the shares to purchase assets is determined to be 1.85 yuan / share, which is no less than 90% of the average trading price of the shares in the 20 trading days before the pricing benchmark date. From the pricing base date to the issuance date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price of assets purchased by this issuance of shares will be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen stock exchange. The final issue price shall be subject to the approval of the CSRC.
(2) Number of shares issued to purchase assets
According to the agreement on issuing shares to purchase assets signed by all parties to the transaction, the listed company plans to issue 341541176 shares to the counterparty in this transaction. The final number of shares to be issued for the purchase of assets by issuing shares this time needs to be approved by the CSRC. From the pricing base date to the issuance date, if the listed company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, or the company holds the board of directors and shareholders' meeting to adjust the issuance price in accordance with relevant laws and regulations, the number of shares issued this time will also be adjusted accordingly. 2. Price and quantity of shares issued by supporting financing
(1) Price of shares issued by supporting financing
The matching funds raised by this issuance of shares are issued at a fixed price. According to the relevant provisions of the issuance management measures and other laws and regulations, the pricing benchmark date is adjusted to the announcement date of the resolution of the board of directors convened by the listed company to review the relevant proposals of this transaction. Since the trading of the company's shares has been suspended since the 17th meeting of the 11th board of directors was held on April 26, 2021, the adjustment of the aforesaid pricing base date does not involve the change of the issuance price. The price of the issued shares of the supporting funds raised this time is 1.64 yuan / share, and the price of the issued shares shall not be lower than 80% of the average price of the shares of the listed company 20 trading days before the pricing benchmark date.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the share price of the raised matching funds will be adjusted accordingly in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
(2) Number of issues and total amount of supporting funds raised
The total amount of supporting funds raised this time shall not exceed 400 million yuan, the number of shares issued by supporting financing shall not exceed 243902439 shares, the number of non-public shares shall not exceed 30% of the total share capital of the listed company before this transaction, and the total amount of funds raised shall not exceed 100% of the transaction consideration of the company for purchasing assets with issued shares in this transaction.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the number of shares issued for the raised matching funds will be adjusted accordingly in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. (IV) share lock up period
1. Lock up period of issuing shares to purchase assets
(1) Lock in period
According to the agreement on the purchase of assets by issuing shares, the supplementary agreement to the agreement on the purchase of assets by issuing shares and the commitment of the counterparty, the shares obtained by Yuxin investment and Shanghai Ruichen in this transaction will not be transferred within 12 months from the date when these shares are registered in their securities account.
(2) Phased unlocking arrangement of performance commitment
After the expiration of the above lock-in period, the shares obtained by Yuxin investment and Shanghai Ruichen in this transaction will be unlocked in batches according to the following principles:
1) If the cumulative committed net profit by the end of 2021 as agreed in the profit forecast compensation agreement and its supplementary agreement is realized, the number of unlocked shares is 60% of the number of shares they have obtained since the relevant special audit opinions are issued by the qualified audit institution agreed in the profit forecast compensation agreement and its supplementary agreement;
2) If the cumulative committed net profit by the end of 2022 as agreed in the profit forecast compensation agreement and its supplementary agreement is realized, the number of unlocked shares will be their own after the relevant special audit opinions are issued by the qualified audit institution agreed in the profit forecast compensation agreement and its supplementary agreement
