Cetc Digital Technology Co.Ltd(600850) independent director
About the 31st meeting of the 9th board of directors of the company
Independent 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"), after carefully considering the relevant proposals of the 31st meeting of the ninth board of directors of the company, based on the position of independent judgment and careful analysis, we express our independent opinions as follows:
1、 Independent opinions on the interim audit report on the purchase of assets by issuing shares and the review report on the 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 with the audit report and review report of pro forma financial statements issued by Dahua Certified Public Accountants (special general partnership).
2、 Independent opinions on the asset appraisal report for the acquisition 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 the "subject asset") 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 engaged Yinxin Assets Appraisal Co., Ltd. to conduct an extended appraisal on the value of the subject assets on June 30, 2021, and issued an 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 the asset appraisal report issued by Yinxin Asset Appraisal Co., Ltd.
The value of the subject assets to be purchased in this transaction has not changed between the two benchmark dates, which is not conducive to the interests of the company and minority shareholders. The supplementary evaluation results will not have a material impact on this transaction. Therefore, the company does not need to adjust the specific scheme of this transaction.
3、 Independent 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 the report on Cetc Digital Technology Co.Ltd(600850) issuing shares to purchase assets and related party transactions (Draft) (Revised) and its summary.
The above related proposals were deliberated and adopted at the 31st meeting of the ninth board of directors, and the related directors have avoided voting according to law. The convening, convening and voting procedures of this meeting of the board of directors comply with the provisions of laws and regulations and the articles of association, and the resolutions of the board of directors are legal and effective. We unanimously agree to the above related proposals and agree to submit them to the general meeting of shareholders of the company for deliberation.
Independent directors: Wang Fanghua, Wei Jun, Wang zexia December 31, 2001
