Core Viewpoint - Beijing Hailanxin Data Technology Co., Ltd. is planning to acquire Hainan Hailan Huanyu Marine Information Technology Co., Ltd. through a combination of issuing shares and cash payment to the shareholders of the target company, ensuring fair information disclosure and maintaining investor interests [1]. Summary by Relevant Sections - **Transaction Details** - The company intends to purchase the entire stake held by 17 shareholders of the target company [1]. - **Stock Price Movement** - The company's stock was suspended from trading starting January 24, 2025, to prevent abnormal price fluctuations due to the upcoming transaction announcement [1]. - The stock price closed at 8.24 yuan per share on December 25, 2024, and increased to 8.88 yuan per share by January 23, 2025, reflecting a 7.77% increase [1]. - **Market Comparison** - During the same period, the ChiNext Index (399006.SZ) decreased by 4.91%, while the CSRC Computer Communication and Electronic Equipment Index (883136.WI) was not specified [1]. - After excluding market factors, the company's stock had a cumulative increase of 12.67%, and after excluding industry factors, the increase was 9.86% over the 20 trading days prior to the suspension [1].

Company Overview - Beijing Hailanxin Data Technology Co., Ltd. was established in February 2001 with a registered capital of RMB 1 million, later increased to RMB 720,494,503 as of March 31, 2025 [2][5][6]. Capital Changes - The company's registered capital increased from 33 million shares to 38,546,300 shares through cash subscriptions from Shenzhen Lihua Venture Capital Co., Ltd. and Tsinghua Unigroup Co., Ltd. [3] - Further capital increases occurred, raising the registered capital to RMB 41,546,300 and then to RMB 55,396,300 after public offerings and additional subscriptions [4][5]. Business Focus - The company specializes in maritime intelligence and ocean information technology, providing services such as technology development, consulting, and manufacturing of marine electronic integration systems, radar systems, and unmanned vessels [6]. Financial Reporting - The financial statements for the first quarter of 2025 were prepared without a cash flow statement and did not include comparative profit and loss data from the previous year [7]. - The financial statements are based on the going concern assumption and adhere to the accounting standards set by the Ministry of Finance [7]. Governance Structure - The company has established a governance structure that includes a shareholders' meeting, board of directors, and supervisory board, along with various operational departments [5]. Accounting Policies - The company uses the accrual basis for accounting and measures assets at historical cost, with provisions for impairment where necessary [7]. - The financial statements reflect the company's financial position as of March 31, 2025, and its operational results for the first quarter of 2025 [7]. Financial Instruments - Financial assets are classified based on the business model and cash flow characteristics, with specific criteria for measuring expected credit losses [19][21]. - The company recognizes financial assets and liabilities at fair value, with subsequent measurements based on their classification [19][31].

Core Viewpoint - The company plans to acquire 100% equity of Hailan Huanyu Ocean Information Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds for this transaction [1]. Group 1: Industry and Company Overview - The industry involved in this transaction does not fall under the categories specified by the State Council and the Ministry of Industry and Information Technology for promoting mergers and acquisitions, but it is part of the "new generation information technology" sector supported by the China Securities Regulatory Commission [1]. - The target company's main business includes marine monitoring radar products, radar networking comprehensive monitoring systems, and radar monitoring information services, which aligns it with the company's industry [2]. Group 2: Transaction Details - This transaction is classified as a horizontal merger since it involves companies within the same industry [2]. - The transaction will involve the issuance of shares, but it will not result in a change of control for the listed company, thus it does not constitute a restructuring listing [2]. - As of the date of this announcement, the company is not under investigation by the China Securities Regulatory Commission [2].

Core Viewpoint - The company is planning to acquire 100% equity of Hainan Hailan Universe Marine Information Technology Co., Ltd. from its 17 shareholders through a combination of issuing shares and cash payment, while also raising matching funds from up to 35 specific investors [1] Group 1: Independence of the Evaluation Agency - The evaluation agency, Walkson (Beijing) International Asset Appraisal Co., Ltd., was selected through a compliant process and possesses the necessary qualifications and professional experience to conduct the evaluation [2] - There are no relationships or conflicts of interest between the evaluation agency and the company, its shareholders, or the target company, ensuring the agency's independence [2] Group 2: Reasonableness of Evaluation Assumptions - The assumptions and limitations set forth in the asset evaluation report comply with national regulations and market practices, reflecting the actual situation of the evaluation object [2] Group 3: Relevance of Evaluation Methods to Objectives - The purpose of the evaluation is to determine the market value of the target assets as of the evaluation benchmark date, providing a reference for the transaction [3] - The evaluation agency followed relevant laws and industry standards, ensuring that the evaluation methods used were appropriate and the results were fair and accurate [3] Group 4: Fairness of Evaluation Pricing - The evaluation results reflect the actual situation of the evaluation object on the benchmark date, and the transaction price was determined through negotiation among the parties, ensuring fairness [3] - The evaluation results are in accordance with the provisions of the Securities Law and do not harm the interests of the company or minority shareholders [3] Group 5: Summary of Evaluation Agency's Role - The evaluation agency, Walkson (Beijing) International Asset Appraisal Co., Ltd., is independent, the evaluation assumptions are reasonable, the methods align with the objectives, and the pricing is fair [4]

Core Viewpoint - Beijing Hailanxin Data Technology Co., Ltd. plans to acquire 100% equity of Hainan Hailan Universe Marine Information Technology Co., Ltd. from its 17 shareholders through a combination of issuing shares and cash payment, while also raising supporting funds by issuing stocks to no more than 35 specific investors [1][2]. Group 1 - The company has engaged the accounting firm Crowe Horwath to provide a review report for the 2024 annual and the first quarter of 2025 financial statements [2]. - The company has also hired Tianjian Accounting Firm to issue an audit report related to the transaction [2]. - Walkerston (Beijing) International Asset Appraisal Co., Ltd. has been appointed to evaluate the total equity value of the target asset and has issued an asset appraisal report [2]. Group 2 - The board of directors intends to use the aforementioned audit reports, asset appraisal reports, and review reports for information disclosure related to the transaction and as submission materials to regulatory authorities [2].

Group 1 - The independent financial advisor, Guotai Junan Securities Co., Ltd., has been appointed by Beijing Hailanxin Data Technology Co., Ltd. to conduct due diligence and internal verification for the transaction involving the issuance of shares and cash payment for asset acquisition [1] - The independent financial advisor has committed that their professional opinions do not differ materially from the content disclosed by the listed company [1] - The disclosed documents meet the required content and format standards, and the restructuring plan complies with relevant laws, regulations, and the requirements of the China Securities Regulatory Commission and Shenzhen Stock Exchange [1] Group 2 - The independent financial advisor has ensured that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or significant omissions [1] - Strict confidentiality measures and risk control protocols are in place to prevent insider trading, market manipulation, and securities fraud [1]

经核查，独立财务顾问认为，截至本核查意见出具之日，在本次交易前十二 个月内，上市公司不存在《上市公司重大资产重组管理办法》规定的与本次交易 相关的购买、出售资产的交易行为，不存在需纳入本次交易的累计计算范围的情 况。 （以下无正文） 国泰海通证券股份有限公司 关于北京海兰信数据科技股份有限公司本次重组前 12 个月内 购买、出售资产的核查意见 北京海兰信数据科技股份有限公司（以下简称"公司"或"上市公司"）拟 通过发行股份及支付现金方式购买海南省信息产业投资集团有限公司等海南海 兰寰宇海洋信息科技有限公司（以下简称"海兰寰宇"或"标的公司"）全体 17 名股东（以下简称"交易对方"）合计持有的海兰寰宇 100%股权（以下简称"标 的资产"），同时拟向不超过 35 名特定投资者发行股票募集配套资金（以下简称 "本次交易"或"本次重组"）。 根据《上市公司重大资产重组管理办法》第十四条的规定："上市公司在十 二个月内连续对同一或者相关资产进行购买、出售的，以其累计数分别计算相应 数额。已按照本办法的规定编制并披露重大资产重组报告书的资产交易行为，无 须纳入累计计算的范围。中国证监会对本办法第十三条第一款规定的重大 ...

Group 1 - The company intends to acquire 100% equity of Hailan Huanyu Ocean Information Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2] - The independent financial advisor, Guotai Junan Securities Co., Ltd., confirms that the transaction complies with relevant regulations, including the Securities Issuance Registration Management Measures and the Continuous Supervision Measures for GEM Listed Companies [1][2][3] - The transaction does not involve any circumstances that would prevent the issuance of shares to specific targets as outlined in the Securities Issuance Registration Management Measures [2][3] Group 2 - The targeted company operates in the "Information Transmission, Software and Information Technology Services" sector, specifically in "IoT Technology Services," which aligns with the GEM's focus on innovative and growth-oriented enterprises [4][5] - The share issuance price for the transaction is set at 6.74 yuan per share, which meets the requirement of being no less than 80% of the average stock price over the previous 20 trading days [5] - The transaction is not classified as a restructuring listing and therefore does not fall under specific rules for major asset restructuring [5]

Core Viewpoint - The document provides a special verification opinion on the establishment and execution of the insider information registrant system of Beijing Hailanxin Data Technology Co., Ltd. (Hailanxin) in relation to its acquisition of 100% equity of Hainan Huanyu Ocean Information Technology Co., Ltd. [1][2] Summary by Sections Establishment of the Insider Information Registrant System - Hailanxin established its insider information registrant system and disclosed it on the Shenzhen Stock Exchange website. The system was revised during the board meeting on August 7, 2012, and subsequently disclosed [4]. Execution of the Insider Information Registrant System - Hailanxin implemented confidentiality measures for the transaction, including written confidentiality agreements with intermediary institutions. Insiders are prohibited from disclosing transaction information to others and from trading Hailanxin's stock based on insider information. The list of insiders was reported to the Shenzhen Stock Exchange [4][5]. Verification Opinion - The law firm conducting the verification concluded that Hailanxin complied with relevant laws and regulations regarding the registration and reporting of insiders, and that appropriate confidentiality measures were taken [5].

交易标的业绩真实性的专项核查意见 天健函〔2025〕1-60 号 专此报告，请予察核。 天健会计师事务所（特殊普通合伙） 中国注册会计师： 中国·杭州 中国注册会计师： 二〇二五年八月十二日 第 1 页 共 1 页 深圳证券交易所： 根据中国证券监督管理委员会《公开发行证券的公司信息披露内容与格式准 则第 26 号——上市公司重大资产重组》（证监会公告〔2023〕57 号）的要求， 我们对北京海兰信数据科技股份有限公司重大资产重组交易标的海南海兰寰宇 海洋信息科技有限公司（以下简称海兰寰宇公司）2023 年-2025 年 3 月的业绩真 实性进行了审慎核查，汇报如下。 我们对海兰寰宇公司 2023 年-2025 年 3 月的财务报表进行了审计，出具了 无保留意见的《审计报告》（天健审〔2025〕1-1734 号）。在审计过程中，我 们已对海兰寰宇公司 2023 年-2025 年 1-3 月业绩真实性予以了关注，并获取了 充分、适当的审计证据。 我们实施风险评估程序对公司财务报表可能存在重大错报的风险领域进行 了识别，将海兰寰宇公司收入确认方面假定为具有舞弊风险，将重大交易评估为 具有特别风险，并采取了特别的应 ...