Shenzhen Stock Exchange:
In accordance with the "Special Inquiry Letter on the Application for Issuance of Shares and Payment of Cash to Acquire Assets and Raise Supporting Funds by Tianshui Huatian Technology Co., Ltd." (Special Inquiry Letter [2026] No. 130008) issued by your exchange (hereinafter referred to as the "Special Inquiry Letter"), the listed company and relevant intermediary institutions have conducted thorough discussions and analysis on the issues raised in the Special Inquiry Letter, and the relevant responses and explanations are as follows.
Unless otherwise specified, the terms or abbreviations used in this Special Inquiry Letter Reply (hereinafter referred to as "this Reply") have the same meanings as defined in the "Definitions" section of the Restructuring Report. In this Reply, if there is a difference in the last digit between the sum of individual items and the total sum, it is due to rounding. The financial data and financial indicators cited in this Reply, unless otherwise specified, refer to the financial data and financial indicators calculated based on the consolidated financial statements.
Special Inquiry Letter Issues | Special Inquiry Letter Reply
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Issues Raised in the Special Inquiry Letter | Replies to Issues Raised in the Special Inquiry Letter
Bold (Bold) | Songti
Issue:
Your company, as the independent financial advisor for Tianshui Huatian Technology Co., Ltd. (hereinafter referred to as Huatian Technology or the listed company), is applying for the issuance of shares and payment of cash to acquire assets and raise supporting funds. Recently, there have been media reports questioning this project, including but not limited to "Huatian Technology's 2.9 Billion Yuan Acquisition of Huayi Microelectronics: A Gamble or Rebirth?" and "Capital Route Major Turnaround: Huayi Microelectronics Terminates Independent IPO and is Incorporated into Huatian Technology." The main concerns are: (1) The long customer verification cycle for power semiconductor customers and intense market competition, questioning the feasibility of the target asset's performance commitment and the fairness of the transaction premium; (2) The fundamental differences in business models between the listed company and the target asset, Huayi Microelectronics, and the feasibility of integrating the target asset after the transaction.
Please organize relevant intermediary institutions to investigate the issues raised in the reports, provide detailed explanations of the investigation process, methods, standards, scope, relevant evidence, investigation results, and conclusions. Please also state whether the matters raised in the reports are true, whether they constitute an obstacle to this restructuring, whether the transaction complies with the restructuring conditions stipulated in the "Administrative Measures for Major Asset Restructuring of Listed Companies," and whether the information disclosed in the application documents is true, accurate, and complete.
Reply:
I. Feasibility of Performance Commitments and Fairness of Transaction Premium for the Target Asset, Considering the Long Customer Verification Cycle and Intense Market Competition in Power Semiconductors
(I) The performance commitment of the target company is highly feasible.
- Performance commitment and first-half 2026 net profit of the target company
To fully protect the interests of the listed company and its small and medium shareholders, the transaction plan includes performance compensation and impairment compensation clauses. The listed company and the performance commitment parties have signed the "Performance Compensation and Impairment Compensation Agreement." According to the "Performance Compensation and Impairment Compensation Agreement," the Design Business Unit is expected to achieve net profits of no less than RMB 13,922.87 million, RMB 16,626.87 million, and RMB 18,938.26 million in the fiscal years 2026 to 2028, respectively, with corresponding net profit growth rates of 19.48%, 19.42%, and 13.90%. For the Packaging and Testing Business Unit of the target company, the cumulative net profit to be achieved during the performance commitment period is a positive target.