Legal opinion of Guohao law firm (Shanghai) Guohao law firm (Shanghai)
about
Cetc Digital Technology Co.Ltd(600850)
Self inspection report on the trading of stocks by insiders with relevant inside information
of
Special verification opinions
Beijing, Shanghai, Shenzhen, Hangzhou, Tianjin, Kunming, Guangzhou, Chengdu, Ningbo, Fuzhou, Xi'an, Hong Kong
Address: floor 23-25, Jiadi center, No. 968, Beijing West Road, Shanghai zip code: 200041
Tel: (8621) 52341668 Fax: (8621) 52341670
Email: [email protected].
website: http://www.grandall.com..cn.
December, 2001
Guohao law firm (Shanghai)
about
Cetc Digital Technology Co.Ltd(600850)
Self inspection report on the trading of stocks by insiders with relevant inside information
of
Special verification opinions
To: Cetc Digital Technology Co.Ltd(600850)
Guohao law firm (Shanghai) (hereinafter referred to as "the firm") has accepted the entrustment of Cetc Digital Technology Co.Ltd(600850) (hereinafter referred to as " Cetc Digital Technology Co.Ltd(600850) " or "listed company" and "the company") to act as a special legal adviser on matters related to Cetc Digital Technology Co.Ltd(600850) the purchase of assets by issuing shares and related party transactions (hereinafter referred to as "the reorganization" or "the transaction").
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the notice on regulating the information disclosure of listed companies and the behavior of relevant parties, and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 - major asset restructuring of listed companies The guidelines for the application of regulatory rules - listing No. 1 and other currently effective laws, administrative regulations and normative documents, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The special verification and verification were conducted on the self inspection report of insider information related to the transaction of the listed company on the purchase and sale of shares of the listed company during the self inspection period of stock trading, and the special verification opinions were issued. 1、 Matters to be declared by the lawyer
The exchange hereby makes the following statement on the issuance of this legal opinion:
1. In accordance with the securities law of the people's Republic of China, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this special verification opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification has been carried out to ensure that the facts identified in the special verification opinions are true, accurate and complete, that the issued concluding opinions are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
2. The listed company guarantees that the listed company has provided the lawyers of the exchange with the original written materials, copies, copies, confirmations, certificates or oral testimony necessary for issuing the special verification opinions; If the documents and materials provided by the listed company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original; The listed company has disclosed to the bourse all facts and documents sufficient to affect the special verification opinions, without any concealment, omission, falsehood or misleading, and such facts and documents have not changed on the date of providing them to the bourse and the date of issuing the special verification opinions; All documents and statements provided by the listed company are true, accurate, complete and effective; The documents provided by the listed company and the signatures and seals on the documents are authentic. The subject signing the documents has the right and capacity to sign the documents. Any signed documents are effectively authorized by the relevant parties and signed by their legal representatives or legally authorized representatives; All government approvals, consents, certificates, permits, registration, filing or other official documents are obtained from competent authorities through due process and legal channels.
3. For the fact that it is very important to issue this special verification opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, listed companies or other relevant units. 4. This special verification opinion only expresses legal opinions in accordance with the relevant provisions of the current effective laws, regulations and normative documents of China (for the purpose of this special verification opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), and does not give legal opinions on overseas laws.
5. Our lawyers only express their opinions on the legality of this transaction and relevant legal issues, and do not express any opinions on the professional matters such as accounting, audit and asset evaluation involved in this transaction. Unless our lawyers clearly express their opinions, our special verification opinions refer to some data or conclusions in relevant accounting statements, audit and asset evaluation reports, It does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not qualified to check and evaluate the contents of these documents.
6. Our lawyers agree to take this special verification opinion as a necessary legal document for the exchange of listed companies, report it together with other application materials, and are willing to bear corresponding legal responsibilities.
7. The lawyers of the exchange agree that the listed company may quote some or all of the contents of the special verification opinions in the relevant application documents of the transaction or in accordance with the review requirements of the CSRC and Shanghai Stock Exchange. However, when the listed company makes the above quotation, it shall not cause legal ambiguity or misinterpretation in the understanding of the opinions of the exchange due to the quotation.
8. Our lawyer has not authorized any unit or individual to make any explanation or explanation on the special verification opinions. 9. This special verification opinion is only used by the listed company for the purpose of this transaction. Without the prior written consent of the exchange, this special verification opinion shall not be relied on by any other person or used for any other purpose.
10. Unless otherwise specified, the terms, names and abbreviations used in this special verification opinion have the same meanings as those in the legal opinion of Guohao law firm (Shanghai) on Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions.
1、 Scope of insider self inspection of this transaction
According to the relevant provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies, the scope of self-examination of insider information of this transaction is as follows:
(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 period of self inspection of insider trading of stocks
The self-examination period of insiders of this transaction is as follows: (I) Xiamen yaxun Network Co., Ltd. and its shareholders, China Electronic Technology Finance Co., Ltd. and its relevant insiders, one of the original target companies of this transaction
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 adopted the proposal on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and other proposals related to this transaction, It is proposed to acquire 99.76% shares of Xiamen yaxun Network Co., Ltd. (hereinafter referred to as "yaxun network") and 100.00% shares of Shanghai baifei Electronic Technology Co., Ltd. (hereinafter referred to as "baifei Electronics") by issuing shares and paying cash. At the same time, it is proposed to raise supporting funds from the non-public offering of shares of China Electronics Technology Investment Holding Co., Ltd. (hereinafter referred to as "electronics technology investment") and China Electronics Technology Finance Co., Ltd. (hereinafter referred to as "electronics technology finance"), and the total amount of supporting funds raised shall not exceed 500 million yuan.
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 self-examination period of insider trading of the above-mentioned subjects is from six months (September 8, 2020) before the company first discloses the transaction or applies for stock suspension for this restructuring (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
In addition to the above, the self-examination period of other insiders is from six months (September 8, 2020) before the company first discloses the transaction or applies for stock suspension for the reorganization (March 8, 2021) to one day (November 10, 2021) before the disclosure of the report on Cetc Digital Technology Co.Ltd(600850) issuance of shares to purchase assets and connected transactions (Draft).
3、 The insider of the trading information bought and sold the company's shares during the self inspection period
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 relevant insiders and other documents, during the self-examination period, The details of the trading of Cetc Digital Technology Co.Ltd(600850) shares are as follows: (I) the trading of shares of the listed company by the insider institution of this transaction
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） Insider trading of shares of listed companies by 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
On September 16, 2020, the listed company bought 300300 1. Pan Jingyi's comprehensive management of shareholders
Department head September 18, 2020 sales - 3000
2021.01.04 buy 4002021.01.11 sell - 4000
2021.01.11 buy 4002021.01.12 buy 2006002021.01.14 sell - 200400 2 sun rufang pan Jingyi's mother
Buy 200600 on January 15, 2021.01.18 sell - 6000
Buy 200600 on January 21, 2021, and buy 400600 on January 22, 2021
