Cetc Digital Technology Co.Ltd(600850) independent director
About the 31st meeting of the 9th board of directors of the company
Prior approval opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as well as the articles of association and the working system of independent directors of the company, As an independent director of Cetc Digital Technology Co.Ltd(600850) (hereinafter referred to as “the company”), we, with a prudent and responsible attitude, express our prior approval opinions on the relevant proposals to be submitted to the 31st meeting of the ninth board of directors for deliberation as follows:
1、 Prior approval opinions on the interim audit report on the purchase of assets by issuing shares and the review report of pro forma financial statements
The company intends to purchase 100% equity of Shanghai baifei Electronic Technology Co., Ltd. (hereinafter referred to as the “target company”) by issuing shares (hereinafter referred to as “the issuance of shares to purchase assets” and “the transaction”). Due to the expiration of the validity period of the financial data in the documents related to the purchase of assets by issuing shares this time, in accordance with the administrative measures for major asset restructuring of listed companies and other relevant laws, regulations and normative documents, in order to meet the relevant requirements of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), The company hired Dahua Certified Public Accountants (special general partnership) to conduct supplementary audit on the financial report of the target company in the reporting periods of 2019, 2020 and January October 2021, updated the audit report of the target company, and updated the review report of the company’s annual pro forma financial statements.
We believe that the above extended audit arrangement of the company reflects the fairness and rationality of this transaction, is conducive to safeguarding the interests of minority shareholders, and is in line with the provisions of the measures for the administration of major asset restructuring of listed companies and other relevant laws and regulations. We agree to submit the proposal to the 31st meeting of the ninth board of directors for deliberation.
2、 Prior approval opinions on the asset appraisal report for the purchase of assets by issuing shares
As the validity period of the appraisal report on the value of 100% equity of Shanghai baifei Electronic Technology Co., Ltd. (hereinafter referred to as “subject equity”) in the documents related to the purchase of assets by issuing shares expires, and the purchase of assets by issuing shares has not been completed, according to the relevant requirements of the CSRC, The company hired Yinxin Assets Appraisal Co., Ltd. to conduct an extended appraisal on the value of the subject assets on June 30, 2021, and issue the corresponding asset appraisal report.
We believe that the above-mentioned arrangement of the company’s extended appraisal reflects the fairness and rationality of the transaction, is conducive to safeguarding the interests of minority shareholders, and is in line with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies. We agree to submit the proposal to the 31st meeting of the ninth board of directors for deliberation.
3、 Prior approval opinions on Revising the report on Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions (Draft) and its abstract
In view of the updated audit report, review report of pro forma financial statements and asset evaluation report on the purchase of assets by issuing shares this time, the company revised the report on the purchase of assets by issuing shares and related party transactions (Draft) and its abstract prepared earlier in combination with other relevant latest matters of this transaction, And prepared the report on Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions (Draft) (Revised) and its abstract.
We believe that the revision of the report on Cetc Digital Technology Co.Ltd(600850) issuance of shares to purchase assets and related party transactions (Draft) and its abstract by the board of directors of the company comply with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies. We agree to submit the proposal to the 31st meeting of the ninth board of directors for deliberation.
Independent directors: Wang Fanghua, Wei Jun, Wang zexia December 31, 2001
