China Securities Co.Ltd(601066)
About Zte Corporation(000063) issuing shares to purchase assets and raising matching funds
Implementation
of
Report on continuous supervision in 2021
Independent financial advisor
March, 2002
Statement and commitment of independent financial advisor
China Securities Co.Ltd(601066) securities is entrusted by the listed company to act as an independent financial consultant for the listed company to issue shares and purchase assets. In accordance with the relevant provisions of the company law, the securities law, the reorganization management measures, the financial advisory business management measures, the listing rules and other laws and regulations, in accordance with the generally recognized business standards and ethics of the securities industry, and in the attitude of honesty, credit and diligence, the independent financial adviser issues this report after careful verification. 1. The documents and materials on which this report is based are provided by all parties to the transaction. All parties to the transaction have guaranteed to the independent financial adviser that the relevant information provided by them about this transaction is true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser 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 documents disclosed by the listed company.
3. The report does not constitute any investment advice to the listed company, and the independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the report.
4. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the report and make any explanation or explanation to the report.
5. The independent financial advisor invites investors to carefully read the full text of documents related to this transaction issued by Zte Corporation(000063) release.
catalogue
1、 Delivery or transfer of trading assets 5 (I) overview of this transaction 5 (II) transfer of subject assets 6 (III) capital verification 6 (IV) registration and listing of new shares in this transaction 6 (V) verification opinions of independent financial advisor 7 II. Performance of commitments made by the parties to the transaction 7 (I) important commitments made by relevant parties in this restructuring 7 (II) verification opinions of independent financial advisor 12 III. evaluate the realization of prediction data 12 (I) realization of the estimated data of this transaction 12 (II) verification opinions of independent financial advisor 13 IV. development status of various businesses mentioned in the management discussion and analysis part 13 (I) development status of various businesses of the company 13 (II) verification opinions of independent financial advisor 13 v. corporate governance structure and operation 14 (I) overview of corporate governance and operation 14 (II) verification opinions of independent financial advisor Vi. other matters different from the announced restructuring plan 14 VII. Summary of continuous supervision fourteen
interpretation
In this report on continuous supervision of independent financial adviser, unless otherwise specified, the following abbreviations have the following meanings: independent financial adviser, CITIC index China Securities Co.Ltd(601066) construction investment securities, China Securities Co.Ltd(601066)
Report of China Securities Co.Ltd(601066) on the implementation of Zte Corporation(000063) issuing this continuous supervision report, which refers to the purchase of assets by shares and the raising of supporting funds in 2021
Company, listed company, Zhongzhi Zte Corporation(000063) ZTE microelectronics, Zhongzhi Shenzhen ZTE Microelectronics Technology Co., Ltd
Saijiaxun refers to Shenzhen saijiaxun investment development enterprise (limited partnership)
Renxing technology refers to Shenzhen Renxing Technology Co., Ltd
Hengjian Xinxin refers to Guangdong Hengjian Xinxin investment partnership (limited partnership)
Huitong Rongxin refers to Shenzhen Huitong Rongxin Investment Co., Ltd., which has been renamed Shenzhen Nanshan strategic emerging industry Investment Co., Ltd
This transaction and this reorganization refers to Zte Corporation(000063) purchasing 188219% equity of Shenzhen ZTE Microelectronics Technology Co., Ltd. by issuing shares and raising supporting funds
The transaction object and underlying assets refer to 188219% equity of ZTE microelectronics
Counterparties refer to Hengjian Xinxin and Huitong Rongxin
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 management measures refer to the measures for the management of major asset reorganization of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
Regulations on companies listed on the main board No. 1 self regulatory guidelines for listed companies of Shenzhen Stock Exchange - Guidelines for the operation of companies listed on the main board standardized operation
The securities issuance administration office refers to the law on the measures for the administration of securities issuance by listed companies
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies
The content and format standards refer to the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - listing No. 26 major asset restructuring of companies (revised in 2022)
Financial advisory business refers to the financial advisory business guidelines for major asset restructuring of listed companies
The articles of association refers to the Zte Corporation(000063) articles of association
Shenzhen stock exchange refers to Shenzhen Stock Exchange and CSRC refers to China Securities Regulatory Commission
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
In this report, there is a difference in the mantissa between the sum of some total numbers and the direct addition of each additional count, which is caused by rounding.
1、 Delivery or transfer of trading assets (I) overview of this transaction
Zte Corporation(000063) plans to purchase 188219% equity of ZTE microelectronics, the holding subsidiary of the company jointly held by Hengjian Xinxin and Huitong Rongxin by issuing shares; At the same time, it is planned to raise matching funds of no more than 2610 million yuan by non-public offering of shares to no more than 35 specific investors, and the total amount of matching funds raised shall not exceed 100% of the transaction price of the underlying assets to be purchased by issuing shares.
The number of shares to be issued in this transaction shall meet the relevant provisions of the CSRC and other regulatory authorities, and meet the requirements of general authorization. After deducting relevant intermediary fees and relevant taxes, the supporting funds raised this time are intended to be used for 5g key chip R & D projects and supplementary working capital projects, of which the proportion used to supplement working capital shall not exceed 50% of the total supporting funds raised.
Before this transaction, Zte Corporation(000063) and its subordinate enterprises saijiaxun and Renxing technology jointly held 811781% equity of ZTE microelectronics. After the completion of this transaction, Zte Corporation(000063) jointly held 100% equity of ZTE microelectronics. In this transaction plan, the issuance of shares to purchase assets is the prerequisite for raising supporting funds, but the success of raising supporting funds does not affect the implementation of issuing shares to purchase assets.
1. Issuance of shares and purchase of assets
The underlying assets of this transaction are 188219% equity of ZTE microelectronics jointly held by Hengjian Xinxin and Huitong Rongxin. According to the final evaluation results, the transaction parties negotiated and determined that the price of 188219% equity of ZTE microelectronics was 2610827000 yuan. The company pays all the purchase consideration of this transaction to the counterparty by issuing shares. The type of shares issued for this purchase of assets is RMB ordinary shares (A shares), with a par value of 1.00 yuan per share.
2. Supporting funds raised
The matching funds raised this time are intended to be non-public offering of shares to no more than 35 specific investors by means of inquiry, and the supporting funds raised will not exceed 2610 million yuan. The total amount of supporting funds raised this time shall not exceed 100% of the transaction price of the underlying assets to be purchased by issuing shares.
The matching funds raised in this transaction, after deducting the expenses of relevant intermediaries and relevant taxes, are intended to be used for the following items:
Unit: 100 million yuan
No. total amount of project invested by raised funds proposed to be invested by raised funds
1 5g key chip R & D project 64.83 13.10
2. Supplement the working capital of listed companies 13.00 13.00
Total 77.83 26.10
(II) transfer of subject assets
As of the issuance date of this continuous supervision report, the delivery procedures of the underlying assets of this transaction have been completed. The details are as follows:
ZTE Microelectronics (Shenzhen) Co., Ltd. issued the notice of change of ownership on October 19, 20218, which has been registered by ZTE Microelectronics (Shenzhen) market supervision bureau).
After verification, the independent financial advisor believes that as of the date of issuance of this continuous supervision report, the industrial and commercial change registration procedures for the transfer of the underlying assets of this transaction have been completed, and ZTE microelectronics has been changed to a wholly-owned subsidiary of Zte Corporation(000063) . (III) capital verification
Ernst & Young Certified Public Accountants issued the Zte Corporation(000063) capital verification report (anyong Huaming (2021) Yan Zi No. 60438556h01) (hereinafter referred to as the "capital verification report"). According to the capital verification report, as of October 28, 2021, Hengjian Xinxin and Huitong Rongxin had transferred 101349% and 8.6870% of the equity of ZTE microelectronics respectively to the company to subscribe for the new share capital of the company of 85321143 yuan. (IV) registration and listing of new shares in this transaction
On November 2, 2021, the listed company received the confirmation of acceptance of share registration application (business No.: 101 Shenzhen Properties & Resources Development (Group) Ltd(000011) 520) issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, confirming that the registration application materials of the company for issuing 85321143 shares to Hengjian Xinxin and Huitong Rongxin have been accepted, After the relevant shares are registered in the account, they will be officially included in Zte Corporation(000063) the register of shareholders. The number of newly added shares of the listed company this time is 85321143 shares (of which the number of restricted tradable shares is 85321143 shares), and the total share capital is changed to 4728729577 shares.
The listing date of the new shares is November 10, 2021. According to the relevant business rules of Shenzhen Stock Exchange, the company's share price is not ex right on the first day of listing of the new shares, and the stock trading is subject to rise and fall restrictions. (V) verification opinions of independent financial consultant
After verification, the independent financial adviser believes that:
1. The implementation procedures of the major asset reorganization of the listed company comply with the provisions of the company law, the securities law, the reorganization management measures and other laws, regulations and normative documents.
2. The industrial and commercial registration procedures for the delivery of assets and equity transfer involved in this major asset reorganization have been completed, the relevant procedures are legal and effective, and the listed company has legally and effectively obtained the assets to be injected.
3. The relevant securities registration procedures for the listed company to issue RMB common shares (A shares) to Hengjian Xinxin and Huitong Rongxin have been completed.
4. There is no difference between the actual implementation of this major asset restructuring and the previously disclosed information, and the information disclosure matters related to the delivery and transfer comply with the provisions of relevant laws and regulations. 2、 Performance of commitments of all parties to the transaction (I) important commitments made by relevant parties to the reorganization
1. Commitment to provide true, accurate and complete information
Commitment subject and commitment content
1. The company will timely provide relevant information and materials of this transaction to all parties involved in this transaction, intermediaries and regulatory authorities, and ensure that the relevant information and materials provided for this transaction and the instructions and confirmation issued (collectively referred to as "relevant information and materials") are true, accurate and complete without any false records Misleading statements or material omissions;
2. The company guarantees that the documents and materials of listed companies provided to all parties involved in this transaction, intermediaries and regulatory authorities are true, accurate and complete original written materials or duplicate materials. The paper materials are consistent with the electronic materials of the target company, the duplicate or copy of materials are consistent with their original materials or originals, and the signatures and The seals are authentic, and the signatories of such documents are legally authorized and effectively sign such documents without any false records, misleading statements or major omissions;
3. The company guarantees to fulfill the statutory disclosure and reporting obligations, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed;
4. The company will participate in this transaction in accordance with the laws and regulations
Commitment subject
