Huatai United Securities Co., Ltd
About Cetc Digital Technology Co.Ltd(600850)
Self inspection report on stock trading by insiders related to this transaction
Verification opinions
Cetc Digital Technology Co.Ltd(600850) (hereinafter referred to as ” Cetc Digital Technology Co.Ltd(600850) “, “listed company” or “company”) intends to purchase 100.00% equity of Shanghai baifei Electronic Technology Co., Ltd. (hereinafter referred to as “baifei Electronics” or “target company”) by issuing shares (hereinafter referred to as “this transaction”).
According to the measures for the administration of major asset restructuring of listed companies (revised in 2020) and the notice on regulating information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128) The provisions of standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2018) (CSRC announcement [2018] No. 36), guidelines for the application of regulatory rules – listing class No. 1, and other documents, Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “independent financial consultant”) as an independent financial consultant for Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions (hereinafter referred to as “this transaction”), has verified the trading of Cetc Digital Technology Co.Ltd(600850) shares by insiders related to this transaction. The details are as follows:
1、 Scope of insider self inspection of this transaction
The scope of the insider’s self inspection of this transaction is:
(i) Listed companies and their directors, supervisors and senior managers;
（2） The controlling shareholder of the listed company, the counterparty of this transaction and its directors, supervisors and senior managers;
（3） The target company and its directors, supervisors and senior managers;
（4） Intermediary institutions related to this transaction and their specific handling personnel;
（5） Other institutions and natural persons who know the insider information of this transaction;
（6） The immediate relatives (spouse, parents, children over the age of 18) of the natural person mentioned in items (I) to (V) above.
2、 During the insider’s self inspection of the insider of this transaction
The self inspection period of insiders of this transaction is as follows:
(i) One of the original target companies of this transaction, Xiamen yaxun Network Co., Ltd. (hereinafter referred to as “yaxun network”) and its shareholders, China Electronic Technology Finance Co., Ltd. (hereinafter referred to as “CETC finance”) and its relevant insider information
On March 8, 2021, Cetc Digital Technology Co.Ltd(600850) applied for the suspension of trading of shares since the opening of the market on March 8, 2021 due to the planning of major asset restructuring.
On March 19, 2021, Cetc Digital Technology Co.Ltd(600850) held the 20th meeting of the ninth board of directors, deliberated and approved the proposal on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and planned to acquire 99.76% shares of yaxun network and 100.00% shares of baifei electronics by issuing shares and paying cash. At the same time, Cetc Digital Technology Co.Ltd(600850) plans to raise matching funds of no more than 500 million yuan from the non-public offering of shares of China Electronics Technology Investment Holding Co., Ltd. (hereinafter referred to as “electronics technology investment”) and electronics technology finance.
On June 8, 2021, due to the heavy workload of audit, evaluation and legal due diligence of yaxun network, it is expected to be difficult to complete in a short time. In order to improve the transaction efficiency, Cetc Digital Technology Co.Ltd(600850) convened the 24th Meeting of the ninth board of directors, deliberated and adopted the proposal on major adjustment of the restructuring plan and other proposals related to the transaction, Adjust the underlying assets of this transaction from “99.76% shares of yaxun network and 100.00% equity of baifei Electronics” to “100.00% equity of baifei Electronics”, reduce the counterparty accordingly, adjust the payment method, adjust the pricing base date and issue price, and cancel the raising of matching funds at the same time.
Due to the adjustment of this transaction plan, yaxun network, one of the original target companies of this transaction, its shareholders and insiders related to CETC finance will no longer participate in this transaction, The insider trading inquiry period of the above-mentioned subjects is “six months (September 8, 2020) before the company first discloses this transaction or applies for stock suspension for this reorganization (March 8, 2021) to one day before the disclosure of the pre proposal for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions”
（2） Other insider information
Six months (September 8, 2020) before the company first disclosed this transaction or applied for stock suspension for this restructuring (March 8, 2021) to the day before the disclosure of the report on Cetc Digital Technology Co.Ltd(600850) issuance of shares to purchase assets and related party transactions (Draft) (November 10, 2021). 3、 The situation and nature of insider trading of shares of listed companies
According to the inquiry certificate on Shareholding and share change of information disclosure obligor issued by China Securities Depository and Clearing Co., Ltd., the detailed list of shareholder share change, the self-examination report issued by legal persons and natural persons within the scope of self-examination and other documents, the insider of this transaction traded Cetc Digital Technology Co.Ltd(600850) shares during the self-examination, as follows:
(i) Trading of shares of listed companies by relevant institutions
During the period of self-examination, there was no trading of shares of listed companies by the insider information informed institution related to the transaction.
（2） Trading of shares of listed companies by relevant natural persons
During the period of self-examination, the details of the trading of shares of listed companies by relevant natural persons are as follows:
Unit: shares
Serial number name current identity trading date trading direction trading quantity balance shares
Listed company holding company buying 3001 on September 16, 2020 pan Jingyi director of general management department of shareholders selling-3000 on September 18, 2020
2021.01.04 buy 4004002021.01.11 sell – 400021.01.11 buy 4004002021.01.12 buy 2006002 sun rufang pan Jingyi’s mother 2021.01.14 sell – 2004002021.01.15 buy 2006002021.01.18 sell – 600021.01.21 buy 2002002021.01.22 buy 4006002021.09.13 sell – 6000
Buy 5001000 on October 29, 2020, sell – 3007003 on November 3, 2020, sell – 400300 on December 29, 2020, sell – 1002002021.01.04, sell – 2000, spouse of Li Qiang and pan Jingyi
Serial number name current identity trading date trading direction trading quantity balance shares
Listed company investment
4 Xia Weiwei, senior asset manager of the Department, December 2, 2020 – 42000, managing director Feng Xiaoxuan
Spouse of
2020.12.25 buy 94000940002020.12.30 buy 1500955002021.01.07 buy 96001005100 5 Jiang Xianggang target company deputy general manager 2021.01.08 buy 1300106400 manager 2021.01.13 buy 88001152002021.01.14 sell -32600826002021.01.15 buy 650001476002021.02.09 sell -1476000
On January 29, 2021, buy 10000000 6, one of Wang Wei’s counterparties, sell – 25007500on February 2, 2021, buy 3000037500 on July 5, 2021
On February 8, 2021, this restructuring plan bought 10001000 7 Zhu Shixiong’s subject matter before adjustment
One of the companies, yaxun, 2021.02.09-10000 network director
On April 13, 2021, buy 100100 independent listed companies on April 19, 2021, buy 400500 8, director Wang zexia on April 21, 2021, buy 50010002021, sell on April 26, 2021 – 8002002021, sell on April 27, 2021 – 2000
90000 supervisors of Wenhao listed company bought 500500 on September 22, 2021 and sold – 5000 on November 03, 2021
