Citic Securities Company Limited(600030)
about
Gome Telecom Equipment Co.Ltd(600898) major asset sales and related party transactions
of
2021 continuous supervision report and
Summary report of continuous supervision
Independent financial consultant
April, 2002
Statement
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "independent financial consultant") is entrusted to act as an independent financial consultant for the sale of major assets and related party transactions of Gome Telecom Equipment Co.Ltd(600898) (hereinafter referred to as "listed company" or "company" or "Gome communication"). In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws and regulations, Citic Securities Company Limited(600030) in accordance with the recognized business standards and ethics of the securities industry, in the attitude of honesty, credit and diligence, performed the continuous supervision responsibility for the implementation of the reorganization, and issued the continuous supervision report (hereinafter referred to as "the report") in combination with the Gome Telecom Equipment Co.Ltd(600898) 2021 Annual Report.
The report issued by the independent financial adviser on the implementation of this restructuring is based on the information provided by the parties involved in this transaction. The provider of the above information has guaranteed to the independent financial adviser that all documents and materials provided by it are true, accurate, complete and timely, without major omissions, false records or misleading statements, and is responsible for their authenticity, accuracy, completeness and timeliness. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report. The independent financial adviser urges the majority of investors to carefully read the reorganization report, audit report, legal opinion, asset evaluation report and other documents and relevant announcements of the listed company on the reorganization announcement, and consult the relevant documents for future reference. This report does not constitute any investment suggestion for Gome Telecom Equipment Co.Ltd(600898) and the independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decision made by the investor according to the opinions of the independent financial adviser.
catalogue
Section 1 delivery or transfer of trading assets 4 I. overview of this transaction plan 4 II. Delivery and transfer of trading assets 4 III. verification opinions of independent financial advisor Section 2 performance of transaction related agreements and commitments 6 I. performance of relevant agreements 6 II. Implementation of relevant commitments Section III profit forecast or realization of profit forecast 20 the development status of various businesses mentioned in Section IV Management Discussion and Analysis 21 I. basic business information of listed companies 21 II. Composition of main business and main financial situation 21 III. opinions of independent financial adviser Section V corporate governance structure and operation 24 I. corporate governance and operation 24 II. Opinions of independent financial advisor 25 section VI other matters that differ from the announced restructuring plan Section 7 Summary of continuous supervision twenty-seven
interpretation
In this report, unless otherwise specified, the following abbreviations and terms have the following meanings:
This report and this report refer to the 2021 continuous supervision report and summary report of Citic Securities Company Limited(600030) on Gome Telecom Equipment Co.Ltd(600898) major asset sales and related party transactions
Citic Securities Company Limited(600030) . This independent financial consultant refers to Citic Securities Company Limited(600030) consultant and independent financial consultant
Gome communications and listed companies refer to Gome Telecom Equipment Co.Ltd(600898)
Counterparty and Meihao investment refer to Beijing Meihao Investment Management Co., Ltd
The target company and Dejing electronics refer to Zhejiang Dejing Electronic Technology Co., Ltd
The underlying assets refer to 100% equity of Zhejiang Dejing Electronic Technology Co., Ltd
Jingmei electronics refers to Jiaxing Jingmei Electronic Technology Co., Ltd., the former wholly-owned subsidiary of Dejing electronics. After the sale of major assets, it is now a wholly-owned subsidiary of the listed company
Deken electronics refers to Huizhou Deken Electronic Technology Co., Ltd., a former wholly-owned subsidiary of Dejing electronics, which is now a wholly-owned subsidiary of a listed company after the sale of major assets
Shandong longjidao refers to Shandong longjidao Construction Co., Ltd., the controlling shareholder of the listed company
Zhansheng investment refers to Beijing Zhansheng Investment Co., Ltd., the person acting in concert with the controlling shareholders of the listed company
Pengkang investment refers to Beijing pengkang Investment Co., Ltd., which was the controlling shareholder of the counterparty
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
The Interim Provisions refer to the provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies
Interim Provisions
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public - major asset restructuring of listed companies
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
If there is any difference in the mantissa between the sum of some totals in this report and the sum directly added to each addend, it is caused by rounding.
Section 1 delivery or transfer of trading assets
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" of this report.
Investors are specially reminded to carefully read the full text of this report and pay special attention to the following matters: I. overview of this transaction scheme
The listed company sells 100% equity of Zhejiang Dejing Electronic Technology Co., Ltd. (hereinafter referred to as "Dejing Electronics") held by the listed company to Beijing Meihao Investment Management Co., Ltd. (hereinafter referred to as "Meihao investment") through cash sale. Before the closing of this transaction, Dejing electronics needs to divest 100% equity of Jiaxing Jingmei Electronic Technology Co., Ltd. (hereinafter referred to as "Jingmei Electronics") and Huizhou Deken Electronic Technology Co., Ltd. (hereinafter referred to as "Deken Electronics"), in the specific way that the listed company acquires 100% equity of Jingmei electronics and deken electronics held by Dejing electronics. After the completion of this transaction, the listed company will no longer hold the equity of Dejing electronics. 2、 Delivery and transfer of trading assets (I) transfer of transferred assets
Before the divestiture on August 10, 2020, Dejing electronics has transferred the transferred assets to Jingmei electronics according to the book value. The 33586 square meters of state-owned land use right and its aboveground real estate originally owned by Dejing electronics have been transferred to the name of Jingmei electronics. The real estate on the above land without property certificate and other fixed assets, intangible assets Some creditor's rights and debts related to intelligent mobile terminal manufacturing business have been fully delivered to Jingmei electronics, and all rights, obligations, responsibilities and risks of transferred assets have been enjoyed and borne by Jingmei electronics. (II) divestiture of divested assets
According to the approval document for the change of registration issued by Nanhu District administrative examination and approval Bureau of Jiaxing City on August 10, 2020, Dejing electronics has transferred 100% equity of Jingmei electronics to Gome communication on August 10, 2020, and Jingmei electronics has become a wholly-owned subsidiary of Gome communication.
According to the notice of approval change registration (Hui He Bian Tong Nei Zi [2020] No. 20 Guangdong Rifeng Electric Cable Co.Ltd(002953) 19) issued by the market supervision and Administration Bureau of Huizhou Zhongkai high tech Industrial Development Zone on August 7, 2020, Dejing
On August 7, 2020, electronics transferred 100% equity of deken electronics to Gome communication, and deken electronics became a wholly-owned subsidiary of Gome communication. (III) payment of transaction price
According to the equity transfer agreement, Meihao investment shall pay the initial equity transfer price (i.e. 51% of the total transaction price) to the listed company within 30 days from the effective date of the equity transfer agreement, and shall pay the remaining equity transfer price (i.e. 49% of the total transaction price) within three months from the delivery date of this transaction.
As of August 12, 2020, Meihao investment has paid the initial equity transfer price of RMB 255 million (i.e. 51% of the total transaction price) to Gome communication; As of November 10, 2020, Meihao investment has paid the remaining 49% of the equity transfer price in accordance with the equity transfer agreement. (IV) transfer of underlying equity
According to the equity transfer agreement, both parties to the transaction shall complete the registration of the change of enterprise related registration items due to this transaction with the administrative department for Industry and Commerce of the place where the target company is located within 15 working days from the date when the delivery conditions are met. The date when 100% of the equity of the target company is registered under the name of Meihao investment is the delivery date of this transaction.
According to the approval document on the change of registration issued by Nanhu District administrative examination and approval Bureau of Jiaxing City on August 10, 2020, Gome communication has transferred 100% equity of Dejing electronics to Meihao investment on August 10, 2020. Dejing electronics has become a wholly-owned subsidiary of Meihao investment, and the transfer of the subject equity of this transaction has been completed. 3、 Verification opinions of independent financial advisor
The independent financial advisor verified that the ownership transfer procedures of the underlying assets involved in this transaction have been completed, and the payment and delivery of the transaction consideration have been completed.
Section II performance of transaction related agreements and commitments
1、 Performance of relevant agreements (I) performance of relevant agreements
In this transaction, the equity transfer agreement signed by Gome communication and the counterparty Meihao investment and the guarantor Zhansheng investment has come into force. Both parties to the transaction have delivered assets in accordance with the relevant provisions of the equity transfer agreement, and the relevant parties have not violated the provisions of the agreement. (II) verification opinions of independent financial advisor
After verification, all agreements related to this reorganization have come into force. Meanwhile, all parties involved in this transaction have fulfilled their obligations in accordance with the above agreements, and there is no breach of contract. 2、 Performance of relevant commitments (I) performance of relevant commitments
In order to fully protect the interests of listed companies and investors, the important commitments of relevant parties to this transaction are as follows:
Commitments main contents of the commitment party
1. The company has provided all relevant information and documents (including but not limited to original written materials, duplicate materials or oral testimony) related to this transaction to the intermediary institutions providing financial consulting, audit, evaluation, legal and other professional services for this transaction. The company guarantees that the copies or copies of the documents provided are consistent with the original or the original, that the signatures and seals of such documents are true and effective, and that the signatories of such documents are legally authorized and effectively sign the documents.
2. The company guarantees that the relevant information provided and disclosed for this exchange is true, true, accurate and complete, and there are no false records, misleading statements or major omissions; The accurate and complete underwriting certificate has fulfilled the legal disclosure and reporting obligations, and ensures that the information disclosure is true, accurate and complete, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed.
3. The company guarantees that the documents issued by the company and the relevant contents of the referenced documents quoted in the application documents of this transaction have been reviewed by the company, and confirms that the application documents of this transaction will not have false records, misleading statements or major omissions due to the above contents.
4. According to the transaction process, when the company needs to continue to provide relevant documents and information, the company guarantees that the information it continues to provide is still true and accurate
Accurate, complete and effective requirements.
5. The company promises and guarantees that if the information provided by the company has false records and errors
