Ping An Securities Co., Ltd
On Shenzhen Sed Industry Co.Ltd(000032) holding subsidiary's acquisition of part of equity of Lanxin mobile and related party transactions
Verification opinions
interpretation:
In this document, unless otherwise stated, the following words have the following meanings:
"SHENSANGDA", "listed company" or "company": Shenzhen Sed Industry Co.Ltd(000032)
"China electronic cloud Corporation": refers to the holding subsidiary of the company, CLP cloud Digital Intelligence Technology Co., Ltd., which is the transferee of this transaction
"China Electronics": refers to the controlling shareholder and actual controller of the company, China Electronic Information Industry Group Co., Ltd
"CLP" refers to China Electronics Co., Ltd., a subsidiary holding company of China Electronics, which currently holds 37.6400% equity of Lanxin mobile (corresponding registered capital contribution: RMB 8412886), and is one of the transferors of this transaction
"Qihoo Xinsheng" refers to Beijing Qihoo Xinsheng Investment Co., Ltd., which currently holds 14.2259% equity of Lanxin mobile (corresponding registered capital contribution: RMB 31796180), and is one of the transferors of this transaction
"Blue letter mobile": refers to blue letter mobile (Beijing) Technology Co., Ltd., the target company of this transaction, Ping An Securities Co., Ltd., as the independent financial adviser of Shenzhen Sed Industry Co.Ltd(000032) (hereinafter referred to as "shensanda", "listed company" or "company"), in accordance with the administrative measures for major asset restructuring of listed companies and the stock listing rules of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, during the continuous supervision period, the acquisition of part of the equity and related party transactions of Lanxin mobile by the holding subsidiary of the listed company has been carefully verified. The verification opinions are as follows:
1、 Overview
1. In order to accelerate cloud collaboration, China electronic cloud Corporation, the holding subsidiary of the company, plans to acquire its 35.0000% equity of Lanxin mobile from CLP and its 0.5069% equity of Lanxin mobile from Qihoo Xinsheng, and sign the corresponding equity transfer agreement.
According to the asset appraisal report (Zhuoxin Dahua appraisal report (2021) No. 2341) issued by Zhuoxin Dahua on November 27, 2021 and the asset appraisal report (Zhuoxin Dahua appraisal report) issued on December 6, 2021 (2021) No. 2340), as of December 31, 2020, the assessed value of the net assets of Lanxin mobile is 707 million yuan. On this basis, considering the development potential of Lanxin mobile and the company's strategic objectives, after friendly negotiation with CLP Co., Ltd. and Qihoo Xinsheng, the transfer prices corresponding to 35.0000% equity and 0.5069% equity of CLP Co., Ltd. are proposed to be 247.45 million yuan and 3.44 million yuan respectively 71.95 million yuan. If the investment is successfully completed, the company will hold 35.5069% equity of Lanxin mobile in total.
2. Since both CLP and the actual controller of the company are China Electronics, and CLP holds the equity of the company through China CLP International Information Service Co., Ltd. and China Electronics Import and Export Co., Ltd., which are the related shareholders of the company, this transaction constitutes a related party transaction in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related parties interested in the related party transaction will waive their voting rights on the proposal at the general meeting of shareholders.
3. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization listing.
2、 Basic information of related parties
1. Basic information
(1) Company name: China Electronics Co., Ltd
(2) Nature of enterprise: limited liability company (sole proprietorship of legal person)
(3) Registered address: South, 15th floor, Sangda science and technology building, No. 1, Keji Road, Yuehai street, Nanshan District, Shenzhen
(4) Legal representative: Sun Jie
(5) Registered capital: 2.8 million yuan
(6) Unified social credit Code: 91440300ma5dq1xb29
(7) Business scope: general business items include: scientific research, development, design, manufacturing and product supporting sales of electronic raw materials, electronic components, electronic instruments and meters, complete electronic products, electronic application products and application systems, electronic special equipment, supporting products and software; general contracting of electronic application system engineering, construction engineering, communication engineering and water treatment engineering Organization and management; Development, promotion and application of environmental protection and energy-saving technologies; Real estate development and operation; Sales of automobiles, auto parts, hardware and electricity, photographic equipment, building materials, decoration materials and clothing; Undertaking exhibitions; House repair business; Consulting services, technical services and transfer; Maintenance and sales of household appliances. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this Municipality.) the permitted business items are:
(8) Existing equity structure:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
China Electronic Information Industry Group Co., Ltd. 2800000.00100 00%
2. Affiliated relationship with the company: CLP and the company are enterprises controlled by the same actual controller. Meanwhile, CLP holds the equity of the company through China CLP International Information Service Co., Ltd. and China Electronics Import and Export Co., Ltd., which are the affiliated shareholders of the company.
3. Situation of dishonest Executees: after inquiry, CLP Co., Ltd. is not dishonest Executees.
3、 Basic information of investors and counterparties other than related parties
(i) Investor
1. Basic information
(1) Company name: CLP cloud Digital Intelligence Technology Co., Ltd
(2) Registered address: No. n3013, 3rd floor, R & D building, building n, Artificial Intelligence Science Park, Wuhan Economic and Technological Development Zone
(3) Enterprise type: limited liability company
(4) Legal representative: Chen Shigang
(5) Registered capital: 2 million yuan
(6) Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; retail of computer software, hardware and auxiliary equipment; wholesale of computer software, hardware and auxiliary equipment; sales of electronic products; wholesale of electronic components; manufacturing of electronic special equipment; enterprise management consulting; software development; information technology consulting services; mutual cooperation Networked data services; Internet equipment sales; Internet security services; Data processing services (except for the items subject to approval according to law, carry out business activities independently according to law with the business license): class I value-added telecommunications services; class II value-added telecommunications services; Internet information services (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
(7) Shareholders: SHENSANGDA holds 100% equity of China electronic cloud company
（2） Basic information of other counterparties except related parties
1. Basic information
(1) Company name: Beijing Qihu Xinsheng Investment Co., Ltd
(2) Nature of enterprise: limited liability company (invested or controlled by natural person)
(2) Registered address: room 503, floor 5, building 7, yard 36, Chuangyuan Road, Chaoyang District, Beijing
(3) Legal representative: Qi Xiangdong
(4) Registered capital: RMB 10 million
(5) Business scope: project investment; asset management; investment management; investment consulting; enterprise management consulting; economic and trade consulting; conference and exhibition services; organization of cultural and artistic exchange activities (excluding performances)（ "1. No funds shall be raised in public without the approval of relevant departments; 2. No trading activities of securities products and financial derivatives shall be carried out in public; 3. No loans shall be granted; 4. No guarantee shall be provided to other enterprises other than the invested enterprises; 5. No commitment to the investors for no loss of capital or minimum income"; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments.)
(6) Existing equity structure:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Qi Xiangdong 99099.00%
Liu Wei 101.00%
2. Associated relationship with the company: non associated relationship with the company
3. Situation of dishonest Executees: after inquiry, Qihoo Xinsheng is not dishonest Executees.
4、 Basic information of investment object
1. Basic information
(1) Company name: Lanxin mobile (Beijing) Technology Co., Ltd
(2) Nature of enterprise: other limited liability companies
(3) Address: room a-0337, floor 2, building 3, yard 30, Shixing street, Shijingshan District, Beijing (4) legal representative: Qi Xiangdong
(5) Registered capital: RMB 223508769600
(6) Business scope: technology development, technical consultation, technical services, technology transfer, technology promotion; sales (including online sales) of computers, software and hardware and auxiliary equipment, electronic products, electronic components; software development; application software services; hotel management; catering management; computer graphic design; film and Television planning; Web Design; organization of cultural and artistic exchange activities (excluding performances); undertaking exhibitions and display activities; economic information consulting (excluding investment consulting); computer system services; air ticket sales agent. (market entities shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) 2. Main shareholders and their respective shareholding ratio
Shareholding ratio of shareholders
China Electronics Co., Ltd. 37.6401%
Beijing xinrunhui Consulting Center (limited partnership) 16.7466%
Beijing Qihu Xinsheng Investment Co., Ltd. 14.2259%
Ding Yinghui 11.1900%
Beijing Ruizhi equity investment fund (limited partnership) 7.1429%
Qi Xiangdong 6.6182%
Xinyu Yaoguang investment partnership (limited partnership) 1.9356%
Weifang Huafu Investment Center (limited partnership) 1.5809%
Yiling Qian (Qingdao) investment partnership (limited partnership) 1.4914%
Xinyu Xinjiang investment management partnership (limited partnership) 1.4286%
Total 100.0000%
On January 5, 2021, Qi Xiangdong signed equity transfer agreements with China Unicom innovation and Entrepreneurship (Shenzhen) Investment Center (limited partnership) and Beijing Qianyi Investment Center (limited partnership), respectively, and transferred 1.1558% and 0.0373% shares of Lanxin mobile, but the industrial and commercial change registration has not been carried out. The equity structure of Qi Xiangdong after transfer is shown in the above table.
3. Business situation
Lanxin mobile is a technology company focusing on providing safe, exclusive, efficient, full scene and intelligent collaborative office services for large organizations such as government and enterprise users.
4. Assessment
According to the asset appraisal report (Zhuoxin Dahua appraisal report (2021) No. 2341) issued by Zhuoxin Dahua on November 27, 2021 and the asset appraisal report (Zhuoxin Dahua appraisal report) issued on December 6, 2021 (2021) No. 2340), taking December 31, 2020 as the appraisal base date, the book value of the net assets of Lanxin mobile is 43.9121 million yuan, and the total equity assessed by the market method is 70.7 million yuan. See the relevant introduction in "v. pricing strategy and pricing basis of the transaction" for the details of the appraisal.
5. Financial status (unit: RMB 10000)
December 31, 2020 December 31, 2019
Total assets 9,
