Core Viewpoint - The transaction involves Beijing Hailanxin Data Technology Co., Ltd. acquiring 100% equity of Hainan Hailanhuanyu Ocean Information Technology Co., Ltd. through a combination of share issuance and cash payment, along with raising supporting funds from specific investors [1][2]. Group 1: Industry and Policy Compliance - The transaction does not fall under the categories of industries or enterprises supported for mergers and acquisitions as per the State Council and relevant ministries, but it is part of the "new generation information technology" sector, which is recognized for support in mergers and acquisitions [1]. - The independent financial advisor confirms that the transaction aligns with the regulatory guidelines for significant asset restructuring [1]. Group 2: Transaction Type and Structure - The main business of the target company involves radar monitoring products and services, which positions it within the same industry or upstream/downstream of the listed company, indicating that the transaction is a related merger and does not constitute a restructuring listing [2]. - The transaction involves the issuance of shares as part of the significant asset restructuring process [2]. - There are no ongoing investigations by the China Securities Regulatory Commission against the listed company as of the date of the advisory opinion [2].

Core Viewpoint - Beijing Hailanxin Data Technology Co., Ltd. plans to issue shares and pay cash to acquire 100% equity of Hainan Hailan Huanyu Ocean Information Technology Co., Ltd. The asset evaluation report indicates a significant increase in the market value of the target company’s equity as of March 31, 2025, with a valuation of 1.05062 billion yuan, reflecting a substantial appreciation from its book value [4][6]. Group 1: Evaluation Purpose and Methodology - The evaluation aims to assess the market value of Hainan Hailan Huanyu Ocean Information Technology Co., Ltd. as part of the acquisition process by Beijing Hailanxin Data Technology Co., Ltd. [4] - The evaluation methods employed include the asset-based approach and the income approach, ensuring a comprehensive assessment of the target company's value [5]. Group 2: Evaluation Results - As of March 31, 2025, the book value of the equity attributable to the parent company of Hainan Hailan Huanyu Ocean Information Technology Co., Ltd. is reported at 194.9642 million yuan, while the assessed value of the total equity is 1.0506206 billion yuan, resulting in an appreciation of 855.6564 million yuan, which corresponds to an increase rate of 438.88% [5][6]. - The assessed value of the equity under the parent company’s scope is 1.0506206 billion yuan, with an appreciation of 824.6052 million yuan, reflecting a growth rate of 364.84% [6]. Group 3: Validity and Special Considerations - The evaluation conclusion is valid for one year from the assessment base date, March 31, 2025, until March 30, 2026, provided that there are no significant changes in the business environment affecting the operational status of the evaluated entity [6][7]. - Special considerations regarding guarantees, leases, and contingent liabilities related to the evaluated entity are noted, emphasizing the importance of understanding these factors in the context of the evaluation [7][8].

Group 1 - The independent financial advisor conducted a review of the insider information registrant system established by Beijing Hailanxin Data Technology Co., Ltd. and confirmed its compliance with relevant laws and regulations [1][2] - The company has implemented necessary confidentiality measures during the planning of the transaction, limiting the knowledge of sensitive information to relevant parties [1] - The company registered the insider information registrants related to the transaction and created a memorandum documenting the transaction's specific stages and progress, including discussions, communications, and participant details [1][2] Group 2 - The independent financial advisor concluded that the insider information registrant system was properly established and executed in accordance with applicable legal and regulatory requirements [2] - The company adhered to confidentiality obligations prior to the legal disclosure of the transaction and executed the registration and reporting of insider information registrants as per the established system [2]

Core Viewpoint - Beijing Hailanxin Data Technology Co., Ltd. is preparing a pro forma consolidated financial statement in relation to a significant asset acquisition, which involves the purchase of 100% equity of Hainan Hailan Huanyu Marine Information Technology Co., Ltd. [1][6][10] Company Overview - The company was established in February 2001 with a registered capital of RMB 1 million, later renamed and increased its registered capital to RMB 33 million and subsequently to RMB 38.5463 million [2][3][4]. - The company is positioned in the fields of maritime intelligence and marine information technology, focusing on the development and production of various marine electronic systems and equipment [6][12]. Financial Statement Preparation - The pro forma consolidated financial statements are prepared based on the assumption that the acquisition of Hainan Huanyu has been completed as of January 1, 2024, and are in accordance with relevant accounting standards [8][10]. - The total consideration for the acquisition is estimated at RMB 105.06206 million, comprising RMB 35 million in cash and RMB 70.06206 million in shares [10][11]. Acquisition Details - The share issuance price for the acquisition is set at RMB 6.74 per share, which is not less than 80% of the average trading price over the previous 20 trading days [6][10]. - The acquisition is subject to approval from the company's shareholders, the Shenzhen Stock Exchange, and the China Securities Regulatory Commission [6][10]. Financial Reporting Standards - The pro forma financial statements are prepared in accordance with the Chinese Accounting Standards and relevant regulations for public companies [7][12]. - The financial statements reflect the company's financial position and operating results for the periods ending December 31, 2024, and March 31, 2025 [12][13]. 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 [6][12].

Group 1 - The company, Beijing Hailanxin Data Technology Co., Ltd., plans to acquire 100% equity of Hainan Hailan Universe Marine Information Technology Co., Ltd. through a combination of issuing shares and cash payment to 17 counterparties [1][2] - The independent financial advisor, Guotai Junan Securities Co., Ltd., confirmed that there were no direct or indirect paid engagements of third-party institutions or individuals in this transaction [1][2] - The company has engaged several service providers for this transaction, including Guotai Junan Securities as the independent financial advisor, Beijing DeHeng Law Offices as the legal advisor, Tianjian Certified Public Accountants as the auditing firm, and WalkerSon (Beijing) International Asset Appraisal Co., Ltd. for asset evaluation [2] Group 2 - The company also hired Gibson, Dunn & Crutcher LLP and rt Steuer + Recht GmbH for overseas legal services, and Shangpu Consulting Group Ltd. for consulting on the fundraising investment projects [2] - The hiring of these third-party institutions is deemed legal and compliant with the relevant regulations set forth by the China Securities Regulatory Commission regarding the engagement of third parties in investment banking activities [2]

Core Viewpoint - Beijing Hailanxin Data Technology Co., Ltd. plans to acquire 100% equity of Hainan Hailan Huanyu Ocean Information Technology Co., Ltd. through a combination of share issuance and cash payment, along with raising supporting funds for this transaction [1][2]. Company Overview - Hainan Hailan Huanyu Ocean Information Technology Co., Ltd. was established on November 17, 2016, with a registered capital of 121.96 million RMB, focusing on marine services, environmental services, meteorological services, big data services, and software development [1][2]. - The company aims to become a leader in China's smart maritime defense sector, providing advanced radar monitoring products and information services [2]. Performance Summary - The reported operating revenues for the target company were 189.30 million RMB, 260.29 million RMB, and 177.40 million RMB for the years ending December 31, 2023, December 31, 2024, and March 31, 2025, respectively [3][4]. - The net profit figures were 21.39 million RMB, -11.62 million RMB, and -13.15 million RMB for the same periods, indicating fluctuations in profitability [4][5]. Revenue Composition - The main business revenue for the target company constituted 99.99% of total revenue, with other business income being negligible [4][5]. - The revenue breakdown shows that radar monitoring products and services accounted for significant portions of the total revenue, with radar monitoring information services contributing 72.66% in the latest reporting period [5][6]. Gross Margin Analysis - The gross margins for the main business were reported at 39.31%, 44.10%, and 10.65% for the respective periods, with improvements noted in the gross margin for radar monitoring products due to price increases [5][6]. - The decline in gross margin for radar monitoring information services was attributed to fixed costs associated with depreciation [5][6]. Sales Performance Verification - The independent financial advisor conducted a thorough verification of the sales revenue, including interviews, document checks, and analytical procedures to ensure the authenticity of the reported figures [6][7]. - The verification process included examining internal control systems, revenue recognition policies, and supporting documentation for sales transactions [6][7]. Expense Overview - The total expenses for the target company were 131.17 million RMB, 88.35 million RMB, and 18.86 million RMB, with the proportion of expenses to operating revenue being 106.31%, 33.94%, and 69.29% respectively [8][9]. - Significant portions of the expenses were attributed to sales, management, and research and development costs, with sales expenses constituting nearly 50% of operating revenue in the latest period [8][9].

Group 1 - The audit report indicates that the financial statements of Hainan Hailan Universe Marine Information Technology Co., Ltd. fairly reflect its financial position and performance as of December 31, 2023, December 31, 2024, and March 31, 2025 [2][3] - The company's main revenue sources include radar networking comprehensive monitoring systems, radar monitoring information services, and sales of sea surface monitoring radars, with revenues of RMB 189.30 million, RMB 260.29 million, and RMB 17.74 million for the years 2023, 2024, and the first quarter of 2025 respectively [3][4] - The company has a registered capital of RMB 121.96 million and was established on November 7, 2016, under the name Sanya Hailan Universe Marine Information Technology Co., Ltd. [13][14] Group 2 - As of December 31, 2023, the company's accounts receivable amounted to RMB 174.85 million, with a provision for bad debts of RMB 20.98 million, resulting in a net value of RMB 153.87 million [6][30] - The company employs a continuous operation basis for its financial statements, indicating no significant doubts regarding its ability to continue operations for the next 12 months [14][16] - The company has established specific accounting policies and estimates for various transactions, including revenue recognition, financial instrument impairment, and inventory valuation [14][31]

| 北京德恒律师事务所 | | | --- | --- | | 关于 | | | 北京海兰信数据科技股份有限公司 | | | 发行股份及支付现金购买资产 | | | 并募集配套资金暨关联交易的 | | | 法律意见 | | | 北京市西城区金融街 19 号富凯大厦 B | 座 12 层 | | 电话:010-52682888 传真:010-52682999 | 邮编:100033 | | 北京德恒律师事务所 | 关于北京海兰信数据科 | | 技股份有限公司发行股份 | | | | 及支付现金购买资产并募集配套资金暨 | | 关联交易的法律意见 | | | | 目 录 | | 北京德恒律师事务所 | 关于北京海兰信数据科技股份有限公司发行股份 | | | 及支付现金购买资产并募集配套资金暨关联交易的法律意见 | | 释 义 | | | 在本《法律意见》内，除非文义另有所指，下列词语具有下述涵义： | | | 海兰信/北京海兰信/公 | | | 指 | 北京海兰信数据科技股份有限公司 | | 司/上市公司 | | | 海南海兰寰宇海洋信息科技有限公司，曾用名"三 | | | 海兰寰宇、标的公司 指 | | | 亚 ...

北京海兰信数据科技股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易项目 国泰海通证券股份有限公司关于 二条不得参与任何上市公司重大资产重组情形的核查意见 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"）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，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"）。 张 铎 王立泉 国泰海通证券股份有限公司（以下简称 "独立财务顾问"）作为本次交易 的独立财务顾问，就本次重组相关主体是否存在《上市公司监管指引第 7 号— —上市公司重大资产重组相关股票异常交易监管》第十二条规定不得参与任何 上市公司重大资产重组的情形进行了核查，核查意见如下： 本次交易涉及的相关主体不存在因涉嫌与任何上市公司重大资产重组相关 的内幕交易被立案调查或立案侦查的情形，最近 36 个月内不存在因与任何上市 公司重大资产重组相关的内幕交易被中国证券监督管理委员会作出行政处罚或 者被司法机关 ...

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 不构成重组上市的核查意见 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"） 。 国泰海通证券股份有限公司（以下简称 "独立财务顾问"）作为本次交易的 独立财务顾问，根据《上市公司重大资产重组管理办法》 （以下简称"《重组管理 办法》"）的规定，就本次交易是否构成《重组管理办法》第十三条规定的重组上 市，进行核查并发表如下意见： （三）购买的资产净额占上市公司控制权发生变更的前一个会计年度经审计 的合并财务会计报告期末净资产额的比例达到 100%以上； （四）为购买资产发行的股份占上市公司首次向收购人及其关联人购买资产 的董事会决议前一个交易日的股份的比例达到 100%以上； （五）上市公司向收购人及其关联人购 ...