Citic Securities Company Limited(600030)
about
Hisense Visual Technology Co.Ltd(600060)
Acquisition Report
of
Financial advisory report
Name of listed company: Hisense Visual Technology Co.Ltd(600060) place of stock listing: Shanghai Stock Exchange
Stock abbreviation: Hisense Visual Technology Co.Ltd(600060)
Stock Code: 600060 SH
Financial advisor
February, 2002
important clause
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" part of this financial advisory report.
The way of this acquisition is to passively increase the proportion of Hisense Visual Technology Co.Ltd(600060) equity held by Hisense holdings to more than 30% due to Hisense Visual Technology Co.Ltd(600060) repurchasing shares from specific objects. According to the provisions of the securities law and the measures for the administration of the acquisition of listed companies, the acquisition is exempt from the application for tender offer if it meets the provisions. After this acquisition, the controlling shareholder of Hisense Visual Technology Co.Ltd(600060) is still Hisense holding and Hisense Visual Technology Co.Ltd(600060) has no actual controller.
Citic Securities Company Limited(600030) accepted the entrustment of the acquirer Hisense holdings as the financial adviser exempted from the tender offer application, and issued the financial advisory report on the basis of careful investigation in accordance with relevant laws and regulations, industry recognized business standards and ethics, in line with the principles of good faith and diligence.
The financial advisor's report does not constitute any investment advice on Hisense Visual Technology Co.Ltd(600060) listed stocks. The financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to the financial advisor's report. The financial advisor invites investors to carefully read the relevant announcements on the acquisition issued by all parties to the acquisition.
The relevant information on which the financial advisor is based is provided by the purchaser. The purchaser has made a commitment to ensure that all documents, materials and oral testimony provided by it are true, accurate, complete and timely without any false records, misleading statements or major omissions, and is responsible for their authenticity, accuracy, integrity and legitimacy. Ensure that all signatures and seals on the documents are true, and the copies are consistent with the original.
catalogue
Special statement Section 1 interpretation 4 Section II statement of the financial advisor Section III Financial Advisor's commitment Section IV verification opinions of the financial advisor seven
1、 Verification of the contents disclosed in the acquisition report of listed companies prepared by the acquirer seven
2、 Verification of the purchaser's purpose of this acquisition seven
3、 The subject qualification, acquisition strength, management ability and integrity of the acquirer seven
4、 Guidance for the acquirer on the standardized operation of the securities market nine
5、 Verification of the acquirer's equity control structure nine
6、 Verification of the source of funds and legitimacy of the purchaser's acquisition ten
7、 Verification of whether the acquirer has fulfilled the necessary authorization and approval procedures ten
8、 The acquirer's verification of the stable operation arrangement of the listed company during the transition period ten
9、 Verification of the acquirer's follow-up plan ten
10、 The impact of this acquisition on Hisense Visual Technology Co.Ltd(600060) business independence and sustainable development eleven
11、 Verification of restrictions on the rights of the acquisition object and other compensation arrangements other than the acquisition price twelve
12、 Verification of major transactions between the acquirer and the listed company thirteen
13、 Damage to the interests of listed companies by controlling shareholders, actual controllers and their related parties thirteen
14、 Verification on the purchase and sale of shares of listed companies by relevant parties in the first six months of this acquisition fourteen
15、 Verification that the acquirer meets the reasons for exemption from tender offer fourteen
16、 Concluding observations fifteen
Section I interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this financial advisory report:
Hisense Visual Technology Co.Ltd(600060) , listed company, company refers to Hisense Visual Technology Co.Ltd(600060)
Hisense holdings and acquirers refer to Hisense Group Holdings Co., Ltd
This acquisition refers to the passive increase of Hisense holding's proportion of Hisense video to more than 30% due to Hisense Visual Technology Co.Ltd(600060) repurchasing shares from specific objects
The Citic Securities Company Limited(600030) financial advisory report on Hisense Visual Technology Co.Ltd(600060) Technology Co., Ltd. refers to the company's acquisition report and the financial advisory report on exemption from tender offer application
Citic Securities Company Limited(600030) . Financial advisor refers to Citic Securities Company Limited(600030)
CSRC refers to the China Securities Regulatory Commission
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 measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies
The measures for the administration of financial advisory business refers to the measures for the administration of financial advisory business for mergers and acquisitions of listed companies
RMB ten thousand yuan, RMB ten thousand yuan
There may be a tail difference between individual data and relevant summary data in this financial advisory report, which is caused by rounding in data calculation.
Section II statement of financial advisor
Citic Securities Company Limited(600030) accepted the entrustment of the acquirer Hisense Visual Technology Co.Ltd(600060) to act as the financial consultant exempted from the tender offer. In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of acquisition, the stock listing rules of Shanghai Stock Exchange and other laws and regulations, and based on the relevant materials provided by the parties involved in the transaction, the financial consultant issued this report after careful investigation.
All parties involved in this acquisition shall be responsible for the authenticity, accuracy and completeness of the information provided.
In accordance with the industry recognized business standards, ethics and the spirit of honesty, credibility and diligence, the financial consultant issued the financial consultant's opinions on the basis of careful review of relevant materials and full understanding of the acquisition in the principle of independence, objectivity and impartiality, and hereby makes the following statement:
(I) the financial consultant has no interest relationship with all parties involved in the acquisition, and the opinions expressed on the acquisition are completely independent;
(II) the relevant information on which the financial consultant is based is provided by the purchaser. The purchaser has made a commitment to ensure that all documents, materials and oral testimony provided by it are true, accurate, complete and timely without any false records, misleading statements and major omissions, and is responsible for their authenticity, accuracy, integrity and legitimacy. Ensure that all signatures and seals on the documents are true, and the copies are consistent with the original;
(III) the financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report;
(IV) the financial advisor does not assume any responsibility for the work process and results of other intermediaries, and this report does not express any opinions and comments on the work process and results of other intermediaries;
(V) the financial advisor reminds the investors that this report does not constitute any investment proposal for Hisense Visual Technology Co.Ltd(600060) , and the financial advisor will not bear any responsibility for the possible risks of any investment decision made by the investors according to this report. Investors should carefully read the relevant announcements on the acquisition issued by all parties to the acquisition;
(VI) this report is only for use when Hisense holdings is exempt from tender offer due to the passive increase of the proportion of Hisense Visual Technology Co.Ltd(600060) equity held by Hisense holdings to more than 30% due to Hisense Visual Technology Co.Ltd(600060) repurchase of shares from specific objects. Without the written consent of the financial advisor, this report shall not be used for any other purpose or used by any third party.
Section III Financial Advisor commitment
Citic Securities Company Limited(600030) on the basis of due diligence and internal verification, in accordance with the relevant provisions of the measures for the administration of acquisition and the measures for the administration of financial consulting business issued by the CSRC, issue professional opinions on the acquisition, and make the following commitments:
(I) Citic Securities Company Limited(600030) as the financial adviser of the acquirer, has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the application documents of the acquirer;
(II) Citic Securities Company Limited(600030) has checked the purchaser's application documents on this acquisition and is sure that the content and format of the application documents comply with the regulations;
(III) Citic Securities Company Limited(600030) has sufficient reasons to believe that the acquisition complies with laws, regulations and relevant provisions of the CSRC and the stock exchange, and has sufficient reasons to believe that the information disclosed by the acquirer is true, accurate and complete without false records, misleading statements and major omissions;
(IV) Citic Securities Company Limited(600030) the professional opinions issued on this acquisition have been submitted to the nuclear authority for review and passed; (V) Citic Securities Company Limited(600030) has taken strict confidentiality measures, strictly implemented risk control and internal firewall system, and there are no problems of insider trading, market manipulation and securities fraud; (VI) Citic Securities Company Limited(600030) has entered into a continuous supervision agreement with the acquirer in accordance with the requirements of relevant laws and regulations.
Section IV verification opinions of Financial Consultant
1、 Verification of the contents disclosed in the acquisition report of listed companies prepared by the acquirer. The acquirer has prepared the acquisition report and its summary in accordance with the requirements of relevant laws and regulations such as the securities law, the measures for the administration of acquisition and the Standard No. 16, and has made a summary of the acquirer's situation, acquisition decision and acquisition purpose, acquisition method, capital source, follow-up plan It disclosed the impact analysis of listed companies, major transactions with listed companies, the trading of listed shares in the first six months, and the financial information of the acquirer.
On the basis of careful due diligence on Hisense holdings and careful reading of relevant due diligence materials, the financial consultant believes that the contents disclosed in the acquisition report prepared by Hisense holdings are true, accurate and complete.
2、 Verification of the purchaser's purpose of this acquisition
This acquisition is that some equity incentive objects of the listed company no longer meet the relevant requirements of the incentive plan due to resignation or job adjustment. The restricted shares granted but not lifted are repurchased and cancelled by the listed company according to the grant price, resulting in the passive increase of the equity proportion of Hisense Visual Technology Co.Ltd(600060) held by Hisense holdings from 29.99% to more than 30%.
The company held the ninth meeting of the ninth board of directors and the eighth meeting of the ninth board of supervisors on December 24, 2021, and agreed that the company would repurchase and cancel a total of 220000 restricted shares granted to the three incentive objects but not lifted according to the relevant provisions of the incentive plan. The relevant matters were announced on December 25, 2021. The company has opened a special securities account for repurchase in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and applied to zhongdeng company for handling the repurchase and transfer procedures for relevant personnel.
After the acquisition, the controlling shareholder of Hisense Visual Technology Co.Ltd(600060) is still Hisense holdings, and Hisense Visual Technology Co.Ltd(600060) still has no actual controller. After verification, the financial advisor believes that the acquisition meets the requirements of current relevant laws and regulations.
3、 Subject qualification, acquisition strength, management ability and integrity of the acquirer
(I) verification of the purchaser's subject qualification
Company name: Hisense Group Holding Co., Ltd
Unified social credit code 20091370h
The registered capital is 3860393984.00 yuan
Legal representative: Zhou Houjian
Date of establishment: May 1, 2001
Business term may 1, 2001 to no fixed term
Company type other joint stock limited companies (unlisted)
Registered address: No. 218 qianwangang Road, Qingdao Economic and Technological Development Zone
Mailing address: No. 218 qianwangang Road, Qingdao Economic and Technological Development Zone
Tel: 0532-83878888
Licensed items: technology import and export; Import and export of goods; Real estate development and operation; Medical service
Service; Food and Beverages. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: investment activities with self owned funds; Own capital
