Stock Code: 600850 stock abbreviation: Cetc Digital Technology Co.Ltd(600850) listing place: Shanghai Stock Exchange Cetc Digital Technology Co.Ltd(600850)
Report on issuing shares to purchase assets and related party transactions (Draft)
(Revised) summary
Project counterparty / issuer
China Cetc Digital Technology Co.Ltd(600850) Technology (Group) Co., Ltd
Hefei CETC Guoyuan industrial investment fund partnership (limited partnership)
SDIC (Shanghai) venture capital fund enterprise for transformation of scientific and technological achievements (limited partnership)
CLP Guorui Group Co., Ltd
Shanghai Boying investment partnership (limited partnership)
Issue shares to purchase ZIWANG Wei
Real estate counterparty Hangzhou Guohe Xingtu equity investment partnership (limited partnership)
East China Institute of computing technology (the 32nd Research Institute of China Electronics Technology Corporation), Zhongjin Qichen (Suzhou) emerging industry equity investment fund partnership (limited partnership) and Shanghai military civilian integration industry equity investment fund partnership (limited partnership)
Chongqing Nanfang industrial equity investment fund partnership (limited partnership)
Xiamen Hongsheng Lianfa intelligent technology industry equity investment fund partnership (limited partnership)
Independent financial advisor
Issued on: December, 2001
Company statement
Cetc Digital Technology Co.Ltd(600850) (hereinafter referred to as "the company", "the company", "listed company" or " Cetc Digital Technology Co.Ltd(600850) ") and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the reorganization report and the summary of the report, and bear individual and joint legal liabilities for the false records, misleading statements or major omissions in the transaction documents.
If the transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the controlling shareholders, actual controllers, all directors, supervisors The senior managers will suspend the transfer of their shares in the listed company.
The person in charge of the listed company, the person in charge of accounting and the person in charge of the accounting institution shall ensure that the financial and accounting data in the restructuring report and the summary of this report are true, accurate and complete.
The effectiveness and completion of this reorganization still need the approval, approval or approval (if any) of the relevant examination and approval authority. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it has made a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the completion of this restructuring, the company shall be responsible for the changes in the company's operation and income; The investor shall be responsible for the investment risk caused by this change. When evaluating the transaction of the listed company, in addition to the contents of the restructuring report and the relevant documents disclosed at the same time with the restructuring report, investors should also seriously consider the risk factors disclosed in the summary of the report. If investors have any questions about the summary of this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
The counterparty of this restructuring has issued a letter of commitment to ensure that the information provided is true, accurate and complete, and shall bear corresponding legal liabilities for the authenticity, accuracy and integrity of the information provided according to law. If the listed company or investors suffer losses due to false records, misleading statements or major omissions in the information provided, they will be liable for compensation according to law.
If the reorganization is filed for investigation by the judicial organ or by the CSRC due to the commitment Party's suspected false records, misleading statements or major omissions in the information provided or disclosed, the commitment party will suspend the transfer of its shares in the listed company until the conclusion of the case investigation is clear.
Statement of relevant securities service institutions and personnel
The securities service institutions and personnel of this transaction declare that the contents of the application documents issued for this transaction are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for their authenticity, accuracy and completeness. If there are false records, misleading statements or major omissions in the application documents issued for this transaction, and this institution fails to exercise due diligence, it will bear joint and several liability for compensation.
catalogue
The company declares that 1. The counterparty declares that 2. Statement of relevant securities service institutions and personnel 3 catalog 4 interpretation 6. Tips on major issues nine
1、 Overview of this restructuring plan nine
2、 The nature of this transaction nineteen
3、 Approval procedures to be performed for the implementation of this transaction twenty-one
4、 The impact of this restructuring on listed companies twenty-two
5、 Important commitments made by relevant parties in this restructuring Vi. the controlling shareholders and actual controllers of the listed company's principled opinions on the reorganization, and the controlling shareholders of the listed company and their persons acting in concert, all directors, supervisors and senior managers shall resume trading since the reorganization
Share reduction plan from the date of implementation to the completion of implementation thirty-seven
7、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction thirty-eight
8、 Sponsor qualification of independent financial adviser forty-two
9、 Information Disclosure Review 42 major risk tips forty-three
1、 Risks associated with this transaction forty-three
2、 Business risks of the subject company forty-five
3、 Financial risk of the subject company forty-seven
4、 Other risks 48 chapter I overview of this transaction fifty
1、 Background and purpose of this transaction fifty
2、 The decision-making and approval procedures that have been performed and need to be performed in this transaction fifty-two
3、 The specific scheme of this transaction fifty-two
4、 The nature of this transaction sixty-two
5、 The impact of this transaction on listed companies sixty-four
interpretation
In the summary of this report, unless the context indicates, the following abbreviations have the following meanings:
General terms
Abbreviation means full name
Restructuring report refers to the report on Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions (Draft) (Revised)
The summary of this report / restructuring report refers to the summary of Cetc Digital Technology Co.Ltd(600850) issuance of shares to purchase assets and related party delivery report (Draft) (Revised Version)
Restructuring plan refers to the plan for Shanghai Huadong Computer Co., Ltd. to issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
Restructuring plan (Revised Version) refers to the plan for asset purchase and related party transactions by issuing shares of Shanghai Huadong Computer Co., Ltd. (Revised Version)
This transaction / this restructuring / this
This major asset restructuring / this issuance of index Cetc Digital Technology Co.Ltd(600850) to purchase 100.00% equity of baifei Electronics
Bank shares purchase assets company / the company / listed company / refers to Cetc Digital Technology Co.Ltd(600850) , whose shares are listed on Cetc Digital Technology Co.Ltd(600850) Shanghai Stock Exchange, stock code: 600850
Baifei Electronics / target company / target refers to the assets of Shanghai baifei Electronic Technology Co., Ltd
CETC refers to China Electronics Technology Group Co., Ltd., the former China Electronics Technology Group Corporation
Institute 32 / East China Institute refers to East China Institute of computing technology (the 32nd Institute of China Electronics Technology Corporation)
CETC investment refers to CETC Investment Holding Co., Ltd
Cetc Digital Technology Co.Ltd(600850) group / CETC soft letter refers to Cetc Digital Technology Co.Ltd(600850) Technology (Group) Co., Ltd., formerly CETC Software Information Service Co., Ltd
CLP Guorui / Guorui group refers to CLP Guorui Group Co., Ltd., the former Guorui Group Co., Ltd. and Jiangsu Guorui Co., Ltd
Guoyuan fund refers to Hefei CETC Guoyuan industrial investment fund partnership (limited partnership)
Boying investment refers to Shanghai Boying investment partnership (limited partnership)
SDIC Shanghai refers to SDIC (Shanghai) venture capital fund enterprise (limited partnership) for the transformation of scientific and technological achievements
Guohe Xingtu refers to Hangzhou Guohe Xingtu equity investment partnership (limited partnership)
CICC Qichen refers to CICC Qichen (Suzhou) emerging industry equity investment fund partnership (limited partnership)
Military civilian integration fund refers to Shanghai military civilian integration industry equity investment fund partnership (limited partnership)
Southern Industrial Fund refers to Chongqing Southern Industrial equity investment fund partnership (limited partnership)
Hongsheng Lianfa refers to Xiamen Hongsheng Lianfa intelligent technology industry equity investment fund partnership (Co., Ltd.)
(partner)
Tongsheng investment refers to Shandong Tongsheng Investment Co., Ltd
China Cetc Digital Technology Co.Ltd(600850) Technology (Group) Co., Ltd., Hefei CETC Guoyuan industrial investment fund partnership (limited partnership), SDIC (Shanghai) venture capital fund enterprise for the transformation of scientific and technological achievements (limited partnership), China Power Guorui Group Co., Ltd., Shanghai Boying investment partnership (limited partnership), Wang Wei The equity counterparties of Hangzhou Guohe Xingtu refer to the investment partnership (limited partnership), East China Institute of computing technology (the 32nd Research Institute of China Electronics Technology Corporation), CICC Qichen (Suzhou) emerging industry equity investment fund partnership (limited partnership), Shanghai military civilian integration industry equity investment fund partnership (limited partnership) Chongqing Nanfang industrial equity investment fund partnership (limited partnership), Xiamen Hongsheng Lianfa intelligent technology industry equity investment fund partnership (limited partnership)
Compensation obligors refer to Cetc Digital Technology Co.Ltd(600850) group, No. 32 Research Institute, CLP Guorui, Guoyuan fund, Luo Ming and Xing maoteng
Yaxun network refers to Xiamen yaxun Network Co., Ltd
CETC finance refers to China Electronic Technology Finance Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Independent financial advisor / Huatai United refers to the securities of Huatai United Securities Co., Ltd
Guohao law firm refers to Guohao law firm (Shanghai)
Auditor / Dahua certified public accountants means Dahua Certified Public Accountants (special general partnership)
Appraisal institution / Yinxin appraisal refers to Yinxin Asset Appraisal Co., Ltd
