Attachment 4: Independent Financial Advisor's Verification Opinion Form for Restructuring Report
Listed Company Name: Chuangzhi Information Technology Co., Ltd.
Independent Financial Advisor Name: Cinda Securities Co., Ltd.
Stock Abbreviation: *ST Chuangzhi
Stock Code: 000787
Transaction Type: Purchase ■ Sale □ Other □
Counterparty: Sichuan Dadi Industrial Group Co., Ltd., Chengdu Taiwei Investment Management Co., Ltd.
Does it constitute a related party transaction? Yes ■ No □
Basis for determining significant asset restructuring: The assets purchased in this non-public issuance of shares are 95.306% equity of Guodi Real Estate. As of March 31, 2012, Guodi Real Estate's audited total assets amounted to 1,334,420,600 yuan. The transaction price for the assets to be purchased is 2,901,945,962.93 yuan, which exceeds the total assets. According to Article 13 of the "Restructuring Measures," relevant indicators should be calculated based on the transaction price. The total audited consolidated financial report of the listed company at the end of the most recent accounting year (as of December 31, 2011) showed total assets of 1,527,951,900 yuan, with the transaction price accounting for 189.92% of that total. According to Article 11 of the "Restructuring Measures," this transaction constitutes a significant asset restructuring. The total amount of assets purchased by Chuangzhi Technology accounts for more than 70% of the total audited consolidated financial report's assets at the end of the most recent accounting year. Additionally, this transaction involves issuing shares to specific objects to purchase assets. According to Articles 28 and 46 of the "Restructuring Measures," this transaction must be submitted to the M&A Committee of the China Securities Regulatory Commission for review.
Is it a backdoor listing as defined in Article 12 of the "Restructuring Measures"? Yes □ No ■
Is there a simultaneous fundraising for supporting funds? No
Summary of the Restructuring Plan
Chuangzhi Technology plans to issue shares non-publicly to Dadi Group and Chengdu Taiwei to purchase a total of 95.306% equity of Guodi Real Estate held by them. As of March 31, 2012, the 100% equity of Guodi Real Estate was appraised at 309,187,820 yuan. After negotiation, both parties agreed on a pricing of 3,044,860,045.69 yuan for the 100% equity of Guodi Real Estate. Accordingly, excluding the 4.694% equity of Guodi Real Estate to offset the debts owed by Chuangzhi Technology's original major shareholder, Chuangzhi Group, the transaction price for the remaining 95.306% equity of Guodi Real Estate is 2,901,945,962.93 yuan, consistent with the transaction price determined in the draft report on the issuance of shares for asset purchase and related party transactions disclosed on December 31, 2011. The issuance price is based on the average trading price of the company's stock over the 20 trading days prior to the pricing benchmark date. Due to the company's suspension of listing, the pricing is based on the average trading price of 3.72 yuan/share over the 20 trading days before the suspension, resulting in a total issuance of 780,093,000 shares. After obtaining approval from the China Securities Regulatory Commission for this issuance of shares to purchase assets, Dadi Group will waive the transfer of 52,942,820 shares that could have been conditionally transferred by the restructuring party, excluding Dadi Group, Caifu Securities, Huachuang Industry, and Chuangzhi Industry.