Huatai United Securities Co., Ltd
about
Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions
of
Independent financial advisor Report
December, 2001
Independent financial advisor Report
catalogue
interpretation…… 6 representations and commitments 10 tips on major issues 12 I. overview of this restructuring plan 12 II. Nature of this transaction 22 III. approval procedures to be performed for the implementation of this transaction 24 IV. impact of this restructuring on listed companies 25 v. important commitments made by relevant parties in this restructuring Vi. principled opinions of the controlling shareholders and actual controllers of the listed company on the reorganization, and the share reduction plan of the controlling shareholders of the listed company and their persons acting in concert, all directors, supervisors and senior managers from the date of resumption of the reorganization to the completion of the implementation 40 VII. Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction 41 VIII. Sponsor qualification of independent financial adviser 46 IX. information disclosure and access 46 significant risk tips 47 I. risks related to this transaction 47 II. Operating risks of the subject company 49 III. financial risk of the subject company 51 IV. other risks Chapter I overview of this transaction 54 I. background and purpose of this transaction 54 II. Decision making and approval procedures performed and to be performed in this transaction 55 III. specific scheme of this transaction 56 IV. nature of this transaction 65 v. impact of this transaction on listed companies sixty-seven
Independent financial advisor Report
Chapter II basic information of listed companies 71 I. Basic information of the company 71 II. Establishment of the company and previous changes in share capital 71 III. Changes in controlling shares of Listed Companies in the last 36 months 75 IV. controlling shareholder and actual controller 75 v. ownership structure and shareholding of the top ten shareholders Vi. overview of the main business of the listed company 78 VII. Main financial data and financial indicators in the last three years 78. Major asset restructuring in the last three years 79 IX. the listed company and its directors, supervisors and senior managers are not suspected of crimes or violations of laws and regulations and administrative or criminal penalties 79 X. integrity of listed companies and their current directors, supervisors and senior managers in the past three years 11. Description of the public condemnation of the listed company and its controlling shareholders and actual controllers by the stock exchange, administrative punishment by the CSRC or other major dishonest acts in the last 12 months 80 Chapter III basic information of counterparties 81 I. overall situation of the counterparty 81 II. Basic information of the counterparty 81 III. description of other matters Chapter IV basic information of the subject company 174 I. Basic Information 174 II. Historical evolution 174 III. equity transfer, capital increase and decrease and asset evaluation of baifei electronics in the past three years 186 IV. property right control relationship 188 v. main business of Bofei Electronics 189 VI. financial indicators of Bofei Electronics 203 VII. Ownership of main assets, external guarantees and main liabilities 205 VIII. Information about the subsidiaries of Bofei Electronics IX. employees two hundred and fourteen
Independent financial advisor Report
10、 Approval matters related to Bofei Electronics 215 Xi. Licensed use of Bofei electronic assets 215 XII. Transfer of creditor’s rights and debts of Bofei Electronics 216 XIII. Main accounting policies and relevant accounting treatment of Bofei electronic during the reporting period 217 Chapter V appraisal value of subject assets 225 I. overview of the appraisal of the subject assets 225 II. Analysis of the board of directors on the rationality of the evaluation of the subject assets and the fairness of pricing 265 III. opinions of independent directors on the independence of the evaluation institution, the rationality of evaluation assumptions and the fairness of transaction pricing 271 Chapter VI verification opinions of independent financial adviser 273 I. basic assumptions 273 2. The reorganization report prepared by the board of directors of the listed company meets the requirements of the measures for the administration of reorganization, the provisions on certain issues and the format standard No. 26 273 III. compliance analysis of this transaction 274 IV. analysis on the rationality of asset pricing and share pricing involved in this transaction 282 V. This transaction is priced according to the asset appraisal results, and express clear opinions on the appropriateness of the selected appraisal method, the rationality of the appraisal assumptions and the rationality of the value of important appraisal parameters 288 VI. in combination with the discussion and analysis of the management of the listed company, analyze and explain the profitability and financial status of the listed company after the completion of this transaction, whether this transaction is conducive to the sustainable development of the listed company, and whether there are problems damaging the legitimate rights and interests of shareholders 289 VII. Conduct a comprehensive analysis of the market position, operating performance, sustainable development ability and corporate governance mechanism of the listed company after the completion of the transaction 291 VIII. Express clear opinions on whether the asset payment arrangement agreed in the transaction contract may lead to the risk that the listed company cannot obtain consideration in time after paying cash or other assets, and whether the relevant liabilities for breach of contract are effective
…… 293 IX. verification of whether this transaction constitutes a connected transaction 295 X. if the counterparty and the listed company sign a compensation agreement in accordance with Article 35 of the reorganization management measures on the situation that the actual profit of relevant assets is less than the profit forecast, the independent financial adviser shall make up for it
Independent financial advisor Report
Express opinions on the feasibility and rationality of the compensation arrangement 295 Xi. Verification on whether there is paid employment of a third party by relevant subjects 299 XII. Formulation and implementation of insider registration system, self inspection results of stock trading 300 Chapter VII independent financial advisor’s core procedures and internal audit opinions 314 I. independent financial advisor kernel program 314 II. Opinions of the independent financial adviser 314 Chapter VIII conclusions of the independent financial adviser three hundred and sixteen
Independent financial advisor Report
interpretation
In the independent financial adviser’s report, unless the context indicates, the following abbreviations have the following meanings:
General terms
Abbreviation means full name
This independent financial advisory report refers to the independent financial advisory report of Huatai United Securities Co., Ltd. on the purchase of assets and related party transactions by issuing shares by China Cetc Digital Technology Co.Ltd(600850) Technology Co., Ltd
Restructuring report refers to the report on Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions (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 (limited partnership)
Independent financial advisor Report
General terms
Abbreviation means full name
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 / asset sellers 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 Co., Ltd
