Important Notice
GreatWall Information Industry Co., Ltd. (hereinafter referred to as "GreatWall Information") intends to voluntarily withdraw its stock from trading on the Shenzhen Stock Exchange due to being absorbed and merged, thus losing its independent status. Huarong Securities Co., Ltd. has been entrusted by GreatWall Information to act as the independent financial advisor for this voluntary termination of listing. In accordance with relevant laws and regulations, and based on industry-recognized business standards and ethical norms, this financial advisor opinion is issued with due diligence and good faith. GreatWall Information has declared that it has provided all necessary materials for this financial advisor opinion, ensuring that the information provided is true, accurate, and complete, with no false records, misleading statements, or significant omissions. The financial advisor does not bear any responsibility for risks arising from any investment decisions made by investors based on this financial advisor opinion. Investors are advised to carefully read the relevant announcement documents regarding GreatWall Information's voluntary termination of listing.
Section 1 Definitions
Unless otherwise specified, the following terms have the following meanings in this financial advisor opinion:
- GreatWall Information, Company: GreatWall Information Industry Co., Ltd., listed on the Shenzhen Stock Exchange, stock code: 000748
- GreatWall Computer: China GreatWall Computer Shenzhen Co., Ltd., listed on the Shenzhen Stock Exchange, stock code: 000066
- China Electronics: China Electronics Information Industry Group Co., Ltd., the actual controller of GreatWall Computer and GreatWall Information
- This Transaction: GreatWall Computer's stock swap merger with GreatWall Information, and the exchange of its 24.32% stake in TPV Technology Limited with China Electronics' 64.94% stake in Wuhan Zhongyuan Electronics Group Co., Ltd. Additionally, GreatWall Computer will acquire the remaining 35.06% stake in Wuhan Zhongyuan Electronics Group Co., Ltd. and 100% stake in Beijing Shengfeifan Electronic System Technology Development Co., Ltd. through a private placement of shares, raising no more than 7.358 billion yuan in cash
- Cash Option: Dissenting shareholders of GreatWall Information may request cash compensation at a price determined by 90% of the average trading price of the stock for the 120 trading days prior to the pricing benchmark date, adjusted for ex-rights and ex-dividend, which is 24.04 yuan/share, for the acquisition of all or part of their shares in GreatWall Information
- This Financial Advisor, This Independent Financial Advisor: Huarong Securities Co., Ltd.
- This Financial Advisor Opinion: "Independent Financial Advisor Opinion on GreatWall Information Industry Co., Ltd.'s Voluntary Termination of Listing by Huarong Securities Co., Ltd."
- Restructuring Report: "Report on the Stock Swap Merger of China GreatWall Computer Shenzhen Co., Ltd. and GreatWall Information Industry Co., Ltd. and Major Asset Replacement and Issuance of Shares to Purchase Assets and Fundraising for Related Transactions (Revised Version)," published on September 9, 2016, on the Giant Tide Information Network (http://www.cninfo.com.cn)
- Some Opinions on the Delisting System: "Some Opinions on Reforming, Improving, and Strictly Implementing the Delisting System for Listed Companies"
- Shenzhen Stock Exchange Listing Rules: "Shenzhen Stock Exchange Stock Listing Rules"
- China Securities Regulatory Commission: China Securities Regulatory Commission
- State-owned Assets Supervision and Administration Commission of the State Council: State-owned Assets Supervision and Administration Commission of the State Council
- Ministry of National Defense Science and Technology Industry: Ministry of National Defense Science and Technology Industry
- Shenzhen Stock Exchange: Shenzhen Stock Exchange
- Yuan, Ten Thousand Yuan: Renminbi Yuan, Ten Thousand Yuan
Note 2: Unless otherwise specified, all values in this financial advisor opinion are retained to two decimal places. If the total does not match the sum of individual items, it is due to rounding.