Special Reply Regarding the Shenzhen Stock Exchange's Special Inquiry Letter on TianShui HuaTian Technology Co., Ltd.'s Issuance of Shares and Payment of Cash to Acquire Assets and Raise Supporting Funds
Shenzhen Stock Exchange:
Pursuant to the "Special Inquiry Letter on TianShui HuaTian Technology Co., Ltd.'s Issuance of Shares and Payment of Cash to Acquire Assets and Raise Supporting Funds" (Special Inquiry Letter [2026] No. 130008) issued by your exchange (hereinafter referred to as the "Special Inquiry Letter"), Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United" or "Independent Financial Advisor") has discussed and analyzed the issues raised in the Special Inquiry Letter with the listed company and relevant intermediary institutions. The relevant 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, any discrepancies between the sum of individual items and the total due to rounding are due to rounding. Financial data and financial indicators cited in this Reply, unless otherwise specified, refer to financial data on a consolidated basis and financial indicators calculated based on such financial data.
| Special Inquiry Letter Issue | Special Inquiry Letter Issue Reply (Bold) |
|---|---|
| Song |
Inquiry:
You, as the independent financial advisor for TianShui HuaTian Technology Co., Ltd. (hereinafter referred to as HuaTian Technology or the listed company), are undertaking the issuance of shares and payment of cash to acquire assets and raise supporting funds. Recently, there have been media reports questioning the project, including but not limited to "HuaTian Technology Acquires Huayi Microelectronics for 2.9 Billion Yuan, 166% Premium: Gamble or Nirvana?" and "Capital Route Makes a Big Turn: Huayi Microelectronics Terminates Independent IPO and is Incorporated into HuaTian Technology." The main questions are concentrated on: (1) the feasibility of the performance commitment of the target asset and the fairness of the transaction premium, given the long customer validation cycle and intense market competition in the power semiconductor sector; and (2) the feasibility of integrating the target asset into the listed company, given the fundamental differences in business models between the listed company and the target asset, Huayi Microelectronics.
Please organize relevant intermediary institutions to investigate the issues raised in the reports, provide detailed explanations of the investigation process, methods, standards, scope, corresponding evidence, investigation results, and conclusions. Furthermore, please provide a clear opinion on whether the matters raised in the reports are true, whether they constitute an obstacle to this restructuring, whether this 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, Given the Long Customer Validation Cycle and Intense Market Competition in the Power Semiconductor Sector
(I) The Performance Commitments of the Target Company Are Highly Achievable
- Performance Commitments and First-Half 2026 Performance of the Target Company