Huatai United Securities Co., Ltd
about
Industrial policy and transaction type of this transaction
of
Verification opinions of independent financial advisor
Independent financial advisor
Date of signature: March, 2002
Huatai United Securities Co., Ltd. (hereinafter referred to as “the independent financial consultant”) has accepted the entrustment of Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “listed company” or “the company”) to act as the independent financial consultant for the purchase of assets by issuing shares and raising supporting funds and related party transactions (hereinafter referred to as “the transaction”).
The verification opinions of the independent financial adviser are in accordance with the requirements of normative documents such as the guidelines for the application of regulatory rules – listing class No. 1 of China Securities Regulatory Commission and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 8 – major asset reorganization of Shenzhen Stock Exchange, in accordance with the recognized business standards and ethics of the securities industry, in the spirit of good faith With a diligent and responsible attitude, it will be issued after due diligence and careful verification of relevant declaration and disclosure documents of listed companies for the reference of China Securities Regulatory Commission, Shenzhen Stock Exchange and relevant parties.
It is the financial advisor’s full commitment and assumption to perform all the obligations of this transaction on the basis of the independent opinions of the parties and assume all the responsibilities of this transaction as follows:
1. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues the independent financial advisor’s verification opinions on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which this verification opinion is based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and integrity of the information provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the legitimacy, authenticity and integrity of the information provided. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements. If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom.
Section I verification opinions of independent financial advisor
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “listed company” and ” Hangzhou Chang Chuan Technology Co.Ltd(300604) “) intends to purchase the equity investment partnership (limited partnership) of Hangzhou paradise Silicon Valley Hangshi (hereinafter referred to as “Paradise Silicon Valley Hangshi”), Lee Heng Lee Jinggangshan Lecheng equity investment partnership (limited partnership) (hereinafter referred to as “Jinggangshan Lecheng”) holds 976687% equity of Hangzhou Changyi Technology Co., Ltd. (hereinafter referred to as “Changyi technology” or “target company”) and raises supporting funds (hereinafter referred to as “this transaction”).
According to the requirements of normative documents such as the guidelines for the application of regulatory rules – listing category No. 1 of China Securities Regulatory Commission and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 8 – major asset restructuring of Shenzhen Stock Exchange, the independent financial consultant issued the following verification opinions on the matters related to the audit of the separate channel system of Hangzhou Chang Chuan Technology Co.Ltd(300604) this transaction:
I Whether the industry or enterprise involved in this transaction is determined by the guidelines for the application of regulatory rules – listing class No. 1 of the CSRC “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech communication, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; important leaders of the CPC Central Committee and the State Council Other industries or enterprises that need to accelerate integration, transformation and upgrading “and other industries or enterprises that focus on supporting the promotion of mergers and acquisitions
Hangzhou Chang Chuan Technology Co.Ltd(300604) since its establishment, the company has always focused on the field of integrated circuit test equipment. The company’s main products are special equipment for integrated circuits. According to the industry classification guidelines of listed companies (revised in 2012) issued by China Securities Regulatory Commission, it is subordinate to the special equipment manufacturing industry (Industry Code: C35); According to the industrial classification and code of national economy (GB / T 47542017), it belongs to the manufacturing of special equipment for semiconductor devices under the special equipment manufacturing industry (Industry Code: c3562).
Exis, the operating asset of the target company, is mainly engaged in the R & D, production and sales of integrated circuit sorting equipment. According to the industrial classification and code of national economy (GB / T 47542017) issued by the National Bureau of statistics, exis belongs to the manufacturing of special equipment for semiconductor devices under the special equipment manufacturing industry (Industry Code: c3562); According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, exis is subordinate to the special equipment manufacturing industry (Industry Code: C35).
After verification, the independent financial adviser believes that the industries and enterprises involved in this transaction belong to the industries or enterprises that focus on supporting the promotion of merger and reorganization determined in the guidelines for the application of regulatory rules – listing class No. 1.
2、 Whether the transaction type involved in this exchange belongs to the same industry or upstream and downstream M & A
Listed companies take IC test equipment as their business core, and their products are mainly IC special equipment. Exis, the operating asset of the target company, is mainly engaged in the R & D, production and sales of integrated circuit sorting equipment.
After verification, the independent financial adviser believes that the transaction type involved in this exchange belongs to M & A in the same industry.
3、 Does this transaction constitute reorganization and listing
Before this transaction, Zhao Yi was the controlling shareholder of the listed company, and Zhao Yi and Xu Xin were the actual controllers of the listed company. Zhao Yi directly held 23.42% of the shares of the company, and Xu Xin held 6.21% of the shares of the company through Changchuan investment. They jointly held 29.64% of the shares of the company.
After the completion of this transaction, without considering the funds raised, Zhao Yi directly holds 23.16% of the shares of the company, and Xu Xin holds 6.15% of the shares of the company through Changchuan investment. They jointly hold 29.31% of the shares of the company. The controlling shareholder of the company is Zhao Yi, and the actual controllers are Zhao Yi and Xu Xin.
Therefore, this transaction will not lead to the change of the control right of the listed company, and the provisions of Article 13 of the reorganization management measures are not applicable.
After verification, the independent financial adviser believes that this transaction will not lead to the change of control of the listed company, and this transaction does not constitute reorganization and listing.
4、 Does this transaction involve the issuance of shares
In this transaction, the listed company plans to acquire 976687% equity of Changyi technology held by Hang Shi, Lee henglee and Jinggangshan Lecheng in paradise Silicon Valley by issuing shares, and raise supporting funds. Among them, issuing shares to purchase assets and raising supporting funds involve issuing shares.
After verification, the independent financial adviser believes that this transaction involves the issuance of shares.
5、 Is there any case of a listed company that has not been closed by the CSRC
According to the relevant announcements of the listed company, the commitments issued by the current directors and senior managers and the public information of the CSRC and other regulatory authorities, the listed company and the current directors and senior managers have not been filed for investigation by the judicial organ or the case has not been closed by the CSRC.
After verification, the independent financial consultant believes that there is no case of a listed company that has not been closed by the CSRC.
Section II independent financial advisor’s concluding comments
After checking the relevant documents of this transaction, the independent financial adviser believes that:
1. The industries and enterprises involved in this transaction belong to the industries and enterprises that focus on supporting the promotion of merger and reorganization as determined in the guidelines for the application of regulatory rules – listing No. 1;
2. The transaction type involved in this transaction belongs to M & A in the same industry;
3. This transaction does not constitute reorganization and listing;
4. This transaction involves the issuance of shares;
5. As of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC.
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(there is no text on this page, which is the signature page of Huatai United Securities Co., Ltd. on the verification opinions of independent financial advisers of Huatai United Securities Co., Ltd. on the industrial policies and transaction types of this transaction) financial adviser co organizer:
Cai Xiaohui, Jin Huadong
Li Zhaoyu, Luo Hao
Financial advisor sponsor:
Cheng Yang, Tao Jinsong
Head of investment banking:
Song Hua Tang
Kernel principal:
Shaonian
Legal representative:
Jiang Yu
Huatai United Securities Co., Ltd
