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)
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 that the contents of this report and its summary are true, accurate and complete, and bear individual and joint legal liabilities for false records, misleading statements or major omissions in the contents of this transaction document.
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 this report and its summary 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 this report and relevant documents disclosed at the same time with this report, investors shall also seriously consider various risk factors disclosed in this report. If investors have any questions about 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 9. Tips on major events thirteen
1、 Overview of this restructuring plan thirteen
2、 The nature of this transaction twenty-three
3、 Approval procedures to be performed for the implementation of this transaction twenty-five
4、 The impact of this restructuring on listed companies twenty-six
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. 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 forty-one
7、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction forty-two
8、 Sponsor qualification of independent financial adviser forty-seven
9、 Information Disclosure Review 47 major risk tips forty-eight
1、 Risks associated with this transaction forty-eight
2、 Business risks of the subject company fifty
3、 Financial risk of the subject company fifty-two
4、 Other risks Chapter I overview of this transaction fifty-five
1、 Background and purpose of this transaction fifty-five
2、 The decision-making and approval procedures that have been performed and need to be performed in this transaction fifty-six
3、 The specific scheme of this transaction fifty-seven
4、 The nature of this transaction sixty-seven
5、 The impact of this transaction on listed companies 69 Chapter II basic information of listed companies seventy-two
1、 Basic information of the company seventy-two
2、 Establishment of the company and previous changes in share capital seventy-two
3、 Changes in controlling shares of Listed Companies in the last 36 months seventy-six
4、 Controlling shareholder and actual controller seventy-six
5、 Ownership structure and shareholding of the top ten shareholders seventy-eight
6、 Overview of the main business of the listed company seventy-nine
7、 Main financial data and financial indicators in the last three years seventy-nine
8、 Major asset restructuring in the last three years IX. the listed company and its directors, supervisors and senior managers are not suspected of crimes or violations of laws and regulations and administrative regulations
Punishment or criminal punishment 10. The integrity of listed companies and their current directors, supervisors and senior managers in the past three years 11. Listed companies and their controlling shareholders and actual controllers have been subject to the supervision of the stock exchange within the last 12 months
Description of public condemnation, administrative punishment by CSRC or other major dishonest acts Chapter III basic information of counterparties eighty-two
1、 The overall situation of the counterparty eighty-two
2、 Basic information of the counterparty eighty-two
3、 Description of other matters 171 Chapter IV basic information of the subject company one hundred and seventy-five
1、 Basic information one hundred and seventy-five
2、 History one hundred and seventy-five
3、 Equity transfer, capital increase and decrease and asset evaluation of baifei electronics in the past three years one hundred and eighty-seven
4、 Property control relationship one hundred and eighty-nine
5、 Main business of Bofei Electronics one hundred and ninety
6、 Bofei electronic financial indicators two hundred and four
7、 Ownership of major assets, external guarantees and major liabilities two hundred and six
8、 Information about the subsidiaries of Bofei Electronics two hundred and fourteen
9、 Employee profile two hundred and fifteen
10、 Approval matters related to Bofei Electronics two hundred and sixteen
11、 Licensed use of Bofei electronic assets two hundred and sixteen
12、 Baifei electronic creditor's rights and debt transfer two hundred and seventeen
13、 Main accounting policies and relevant accounting treatment of Bofei electronic during the reporting period 218 Chapter V appraisal value of subject assets two hundred and twenty-six
1、 Overview of the appraisal of the underlying assets two hundred and twenty-six
2、 Analysis of the board of directors on the rationality of the evaluation of the subject assets and the fairness of pricing 266 III. independent directors' opinions on the independence of the evaluation institution, the rationality of the evaluation assumptions and the fairness of transaction pricing
Permissive opinion 272 Chapter VI issuance of shares two hundred and seventy-four
1、 Issue shares to buy assets two hundred and seventy-four
2、 The impact of the issuance of shares in this transaction on the equity structure of listed companies two hundred and seventy-eight
3、 The impact of the issuance of shares in this transaction on the main financial indicators of the listed company 279 Chapter VII main contracts of this transaction two hundred and eighty-one
1、 The main contents of the agreement on issuing shares to purchase assets with effective conditions two hundred and eighty-one
2、 Profit forecast compensation agreement 288 Chapter VIII compliance analysis of transactions two hundred and ninety-five
1、 This transaction complies with Article 11 of the reorganization management measures 295 2. This transaction does not constitute the reorganization and listing situation specified in Article 13 of the reorganization management measures two hundred and ninety-eight
3、 This transaction complies with Article 43 of the reorganization management measures two hundred and ninety-nine
4、 This transaction complies with the provisions of Article 45 of the reorganization management measures three hundred and one
5、 This transaction complies with the provisions of Article 46 of the reorganization management measures 6. A listed company shall not be allowed to issue securities without the provisions of Article 39 of the measures for the administration of securities issuance by listed companies
Non public offering of shares 301 VII. Article 44 of the measures for the administration of restructuring and its application opinions and relevant answers are not applicable to this transaction
Required description three hundred and two
8、 This transaction complies with the requirements of the guidelines for the application of regulatory rules - listing class No. 1 302 IX. this transaction is not applicable to the requirements of the detailed rules for the implementation of non-public development banks and relevant regulatory Q & A three hundred and two
10、 This transaction complies with the provisions of the opinions on the application of securities and futures laws No. 10 three hundred and three
11、 This transaction complies with the provisions of Article 4 of the provisions on several issues of major asset restructuring three hundred and three
12、 Opinions of relevant intermediaries 303 Chapter IX management discussion and Analysis three hundred and five
1、 Discussion and analysis of the financial status and operating results of the listed company before this transaction three hundred and five
(i) Analysis of the financial situation of the listed company before this transaction three hundred and five
（2） Analysis of operating results of listed companies before this transaction three hundred and seven
2、 Analysis of the industry characteristics and operation of the subject matter of the transaction three hundred and nine
3、 Industry status and core competitiveness of the target company three hundred and eighteen
4、 Analysis on the financial status and profitability of the underlying assets three hundred and twenty
5、 Analysis of the impact of this transaction on the sustainable operation ability of the listed company 351 Chapter X financial and accounting information three hundred and sixty
1、 Financial information of the subject company of this transaction three hundred and sixty
2、 Financial data of listed companies for reference after the implementation of this transaction simulation 364 Chapter XI horizontal competition and related party transactions three hundred and seventy
1、 The impact of this transaction on horizontal competition three hundred and seventy
2、 The impact of this transaction on related party transactions 374 Chapter XII risk factors three hundred and ninety-three
1、 Risks associated with this transaction three hundred and ninety-three
2、 Business risks of the subject company three hundred and ninety-five
3、 Financial risk of the subject company three hundred and ninety-seven
4、 Other risks 398 Chapter XIII other major matters four hundred
1、 Capital occupation and guarantee of listed companies four hundred
2、 The impact of this transaction on the company's debt structure four hundred
3、 Listed companies have purchased, sold and replaced assets in the last 12 months four hundred
4、 The impact of this transaction on the governance mechanism of listed companies 401 v. the cash dividend policy and corresponding arrangements of the listed company after the transaction, and the opinions of the board of directors on the above situation
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