Tianfeng Securities Co.Ltd(601162)
about
Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Sale of major assets and related party transactions
Report on continuous supervision in 2021
And continuous supervision summary report
Independent financial advisor
(4th floor, Gaoke building, No. 2, guandongyuan Road, Donghu New Technology Development Zone, Wuhan, Hubei Province) March, 2002
Statement of independent financial adviser
Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as "the independent financial consultant") accepts the entrustment of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (hereinafter referred to as " Shenzhen Yitoa Intelligent Control Co.Ltd(300131) ", "listed company" or "the company") to act as an independent financial consultant for the sale of major assets and related party transactions of listed companies. In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies and other legal norms, in accordance with the recognized business standards and ethics of the securities industry, and with the attitude of honesty, credit and diligence, the independent financial adviser issues this report after careful verification and in combination with the annual report of 2021.
The continuous supervision report issued by the independent financial adviser on the implementation of this transaction is based on the information provided by the listed company and other parties involved in this transaction. The provider of the above information has assured the independent financial adviser that all documents and materials provided by him are true, accurate, complete and timely, and there are no major omissions, false records or misleading statements, And be responsible for its authenticity, accuracy, completeness and timeliness.
This continuous supervision report does not constitute any investment suggestions for listed companies. The independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to this continuous supervision report. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this continuous supervision report and make any explanation or explanation to this report.
The independent financial adviser invites investors to carefully read the audit report, annual / semi annual report and other documents issued by the board of directors of the listed company.
catalogue
Statement of the independent financial adviser 2 catalog 3 interpretation four
1、 Overview of this transaction six
2、 Delivery and transfer of trading assets six
3、 Performance of commitments of all parties to the transaction seven
4、 Announced profit forecast or profit forecast twelve
5、 The development of various businesses mentioned in the management discussion and analysis section twelve
6、 Corporate governance and operation thirteen
7、 Other matters different from the announced restructuring plan fourteen
8、 Summary opinions of continuous supervision fourteen
interpretation
Unless otherwise stated, the following abbreviations have the following meanings in this report:
Basic definition: Shenzhen Yitoa Intelligent Control Co.Ltd(300131) , company and listed company refer to Shenzhen Yitoa Intelligent Control Co.Ltd(300131) company
United ChuangTai and the target company refer to United ChuangTai Technology Co., Ltd
The counterparty and Yingtang ChuangTai refer to Shenzhen Yingtang ChuangTai Technology Co., Ltd
This major asset sale refers to Shenzhen Yitoa Intelligent Control Co.Ltd(300131) selling 100% equity of United ChuangTai to Yingtang ChuangTai, and the above transactions are subscribed in cash
The equity transfer agreement between Shenzhen Yitoa Intelligent Control Co.Ltd(300131) , huashanglong business Holding Co., Ltd. and Shenzhen Yingtang ChuangTai Technology Co., Ltd. refers to the equity transfer agreement with conditional effect on United ChuangTai Technology Co., Ltd
The underlying assets refer to 100% equity of United ChuangTai Technology Co., Ltd
Qingdao supply chain refers to Qingdao Supply Chain Management Co., Ltd
Will electronics refers to will Electronics Co., Ltd
Huashanglong business refers to Shenzhen huashanglong business Internet Technology Co., Ltd
Smart core technology refers to Shenzhen Yingtang smart core technology Co., Ltd
Huashang Weitai refers to Shenzhen Huashang Weitai Display Technology Co., Ltd
Sichuan Yingtang Kefu refers to Sichuan Yingtang Kefu Technology Co., Ltd
Shanghai corestone refers to Shanghai corestone Semiconductor Co., Ltd
Tianfeng Securities Co.Ltd(601162) , independent financial consultant Tianfeng Securities Co.Ltd(601162) Q
HSBC means HSBC Bank (China) Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The articles of association refers to the Shenzhen Yitoa Intelligent Control Co.Ltd(300131) articles of association
This report and this continuous supervision report refer to the 2021 annual continuous supervision report of Tianfeng Securities Co.Ltd(601162) on Shenzhen Yitoa Intelligent Control Co.Ltd(300131) re announcing the sale of large assets and related party transactions
The appraisal report refers to the appraisal report on all equity assets of the shareholders of United ChuangTai Technology Co., Ltd. involved in the proposed transfer of equity of huashanglong business Holding Co., Ltd. issued by Zhongming appraisal
The trading base date refers to December 31, 2019
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
1、 Overview of this transaction
This transaction is for Shenzhen Yitoa Intelligent Control Co.Ltd(300131) to transfer 100% equity of lianchuangtai held by Shenzhen Yitoa Intelligent Control Co.Ltd(300131) to Yingtang ChuangTai. According to the asset appraisal report of all equity projects of shareholders of lianchuangtai Technology Co., Ltd. involved in the proposed sale of equity of huashanglong business Holding Co., Ltd. issued by Zhongming international asset appraisal (Beijing) Co., Ltd., "zming Ping Bao Zi [2020] No. 6041", as of the base date of the transaction, The appraisal value of 100% shareholders' equity of the subject company is RMB 1479720000.
After full negotiation between both parties, the transaction consideration of the subject equity is determined to be RMB 1480 million (in words: one billion four hundred and eighty million yuan only). The transaction price is 1480 million yuan, and Yingtang ChuangTai pays all the transaction consideration in cash. 2、 Delivery and transfer of trading assets (I) delivery of underlying assets
As of September 25, 2020, according to the announcement of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) on the completion of asset transfer in the sale of major assets (Announcement No.: 2020108) disclosed by the listed company, the share transfer register, important controller register, director register and The share transfer certificate and purchase and sale notes with stamp duty paid by both parties to the transaction, as well as the legal opinion on the transfer and settlement of all shares of lianchuangtai Technology Co., Ltd. issued by Feng huangwulin limited legal liability partnership law firm, the 100% equity of lianchuangtai held by Shenzhen Yitoa Intelligent Control Co.Ltd(300131) has been transferred to Yingtang ChuangTai, the listed company has completed the delivery and transfer obligations of the underlying assets, and the transfer of the underlying assets is legal and effective. (II) payment of transaction consideration
According to the account supervision agreement signed by HSBC Bank, huashanglong holdings and Yingtang ChuangTai and the deposit confirmation letter issued by HSBC Bank, and confirmed in writing by the listed company, as of September 24, 2020, the supervision account opened by huashanglong holdings, the seller of the underlying assets, in HSBC Bank, had received the acquisition price of RMB 1.48 billion.
As of September 25, 2020, according to the announcement of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) on the completion of asset transfer after the sale of major assets (Announcement No.: 2020108) disclosed by the listed company and
According to the settlement confirmation issued by HSBC provided by the municipal company, the consideration for this major asset sale is 14.80 yuan
Billion yuan has been transferred from the bank supervision account of huashanglong holdings to the general account.
After verification, the independent financial adviser believes that the listed company and the counterparty have completed the transfer of the underlying assets,
The counterparty has paid the transaction consideration in accordance with the equity transfer agreement.
3、 Performance of commitments of all parties to the transaction
Main contents of commitments of the promisor
Shenzhen Yitoa Intelligent Control Co.Ltd(300131) has provided relevant information and documents (including but not limited to original written materials, duplicate materials and oral testimony) of this transaction to the relevant parties of this transaction and the intermediary service institutions hired by Shenzhen Yitoa Intelligent Control Co.Ltd(300131) and guaranteed that the information provided is true, accurate and complete, The copies or copies of the documents provided are consistent with the original or the original, and the signatures and seals of such documents are true. The information provided is true, and the signatories of such documents have legally authorized and effectively signed the documents; If the information provided has false, accurate and complete commitment letters, false records, misleading statements or major omissions, which cause losses to investors, they will be liable for compensation according to law.
During this transaction, Shenzhen Yitoa Intelligent Control Co.Ltd(300131) will timely disclose the information related to this transaction in accordance with relevant laws and regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange, and ensure the authenticity, accuracy and integrity of such information. In case of false records, misleading statements or major omissions in the information provided, If losses are caused to investors, they will be liable for compensation according to law.
With regard to the clear ownership of the underlying assets, the 100% equity ownership of the underlying assets of this transaction, i.e. lianchuangtai, is clear, there are no restrictions on the clarity of rights and legal compliance such as mortgage and pledge, there are no major disputes such as litigation, arbitration and judicial enforcement, or the commitment letter of the listed company that hinders the transfer of ownership, and there are no legal obstacles to the transfer or transfer of assets.
On May 7, 2019, Shenzhen regulatory bureau of China Securities Regulatory Commission issued "[2019] No. 69" decision of Shenzhen Securities Regulatory Bureau on ordering correction measures against Shenzhen Yitoa Intelligent Control Co.Ltd(300131) and determined that the company's information disclosure did not comply with the provisions of Article 2 of the measures for the administration of information disclosure of listed companies, And take administrative supervision measures to order the company to make corrections.
In addition to the above-mentioned circumstances, the company has not been subject to administrative punishment on the company's compliance with the law and good faith (except those obviously unrelated to the securities market) or criminal punishment due to violation of laws, administrative regulations and rules, or administrative punishment by the CSRC due to violation of the description and commitment of securities conditions in the past three years; Where the CSRC has not taken any disciplinary action against the company or other disciplinary measures for breach of trust within the last three years; The company is not subject to judicial investigation for suspected crimes, investigation by CSRC for suspected violations of laws and regulations, or investigation by other competent departments; The company is not allowed to participate in the material assets reorganization of listed companies as mentioned in Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to the material assets reorganization of listed companies.
I have provided the relevant parties to this transaction and the intermediary service agency hired by Shenzhen Yitoa Intelligent Control Co.Ltd(300131) with relevant information about this listed company transaction
