补充法律意见书（五） 广东华商律师事务所 关于福建紫天传媒科技股份有限公司 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 补充法律意见书（五） 1 | 第一部分 | 报告期更新相关事项的补充核查 1 | | --- | --- | | 一、 | 本次交易方案 1 | | 二、 | 本次交易各方的主体资格 2 | | 三、 | 本次交易的相关协议 4 | | 四、 | 本次交易的批准和授权 5 | | 五、 | 本次交易的实质性条件 6 | | 六、 | 本次交易标的资产和标的公司情况 15 | | 七、 | 本次交易所涉及的债权债务安排 21 | | 八、 | 本次交易所涉及的员工安置方案 22 | | 九、 | 本次交易所涉及的关联交易及同业竞争 22 | | 十、 | 本次交易的信息披露 22 | | 十一、 | 本次交易证券服务机构的资格 23 | | 十二、 | 结论性意见 23 | | 第二部分 | 《问询函》相关事项的更新 25 | | 十三、 | 《审核问询函》问题一 25 | | 十四、 | 《审核问询函》问题三 72 | | 十五、 | 《审核问询函》问题四 85 | 补充法律意见 ...

川财证券有限责任公司 关于 福建紫天传媒科技股份有限公司 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 之 独立财务顾问报告 （修订稿） 独立财务顾问 二〇二三年八月 独立财务顾问声明与承诺 川财证券有限责任公司（以下简称"川财证券"、"本独立财务顾问"） 接受福建紫天传媒科技股份有限公司（以下简称"上市公司"、"紫天科技"） 的委托，担任其本次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 的独立财务顾问，就本次交易出具独立财务顾问报告。 本独立财务顾问报告依据《公司法》、《证券法》、《上市公司重大资产 重组管理办法》、《深圳证券交易所创业板股票上市规则》、《创业板上市公 司持续监管办法（试行）》、《上市公司证券发行注册管理办法》、《深圳证 券交易所上市公司重大资产重组审核规则》、《上市公司并购重组财务顾问业 务管理办法》等相关法律法规的规定，按照行业公认的业务标准、道德规范， 本着诚实信用和勤勉尽责的原则，通过尽职调查和对重组方案等文件的审慎核 查后出具，旨在对本次交易进行独立、客观、公正的评价，供中国证监会、深 圳证券交易所审核及紫天科技股东、投资者等各方参考。 一、独立财务顾问声明 1、本 ...

证券代码：300280 证券简称：紫天科技 公告编号：2023-059 福建紫天传媒科技股份有限公司 关于对深圳证券交易所重组审核问询函回复的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 福建紫天传媒科技股份有限公司（以下简称"紫天科技"、"上市公司"、 "公司"）于 2023 年 3 月 3 日收到深圳证券交易所出具的《关于福建紫天传媒 科技股份有限公司发行股份购买资产并募集配套资金申请的审核问询函》（审核 函〔2023〕030005 号）（以下简称"问询函"）。公司会同相关中介机构，对有关 问题进行了认真分析与核查，现就有关事项回复如下，涉及补充披露内容均已在 《福建紫天传媒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 金暨关联交易报告书（草案）》（修订稿）（以下简称"《重组报告书》"）中以 楷体加粗形式标明。 如无特殊说明，本回复报告所述的词语或简称与《重组报告书》中"释义"所 定义的词语或简称具有相同的含义。在本回复报告中，若合计数与各分项数值相 加之和在尾数上存在差异，均为四舍五入所致。 | 内容 | 字体 | | --- | -- ...

北京卓信大华资产评估有限公司对 福建紫天传媒科技股份有限公司关于 《关于福建紫天传媒科技股份有限公司发行股份购买资产 并募集配套资金申请的审核问询函》 的回复之核查意见 深圳证券交易所上市审核中心： 贵所于 2023 年 3 月 3 日出具的《关于福建紫天传媒科技股份有限公司发行 股份购买资产并募集配套资金申请的审核问询函》（审核函〔2023〕030005 号） （以下简称"问询函"）已收悉。上市公司及相关中介机构对有关问题进行了认 真分析与核查，北京卓信大华资产评估有限公司作为本次交易的评估机构，就上 市公司对贵所所提问题的回复进行了认真核查，核查意见如下。 本核查意见的字体代表以下含义： 内容 字体 问询函所列问题 黑体（加粗） 对问询函问题的回复 宋体（不加粗） | 问题八 1 | | --- | 问题八 申请文件显示：（1）2020 年至 2022 年 1-9 月，标的资产互联网流量精准广 告营销收入分别为 7,272.06 万元、6,837.46 万元、9,200.77 万元，新零售直播 内容服务收入分别为 831.06 万元、3,660.64 万元、1,943.07 万元；（2）预测 2022 年 ...

《关于福建紫天传媒科技股份有限公司 发行股份购买资产并募集配套资金 申请的审核问询函》的 专项说明 大华核字[2023]0013204 号 大 华 会 计 师 事 务 所 （ 特 殊 普 通 合 伙 ） Da Hua Certified Public Accountants (Special General Partnership) 《关于福建紫天传媒科技股份有限公司 发行股份购买资产并募集配套资金 申请的审核问询函》的专项说明 目 录 页 次 一、 专项说明 1-133 大华会计师事务所（特殊普通合伙） 北京市海淀区西四环中路 16 号院 7 号楼 12 层 [100039] 电话：86 (10) 5835 0011 传真：+86 (10) 5835 0006 www.dahua-cpa.com 《关于福建紫天传媒科技股份有限公司 发行股份购买资产并募集配套资金 申请的审核问询函》的专项说明 大华核字[2023]0013204 号 深圳证券交易所： 根据贵所创业板公司管理部于2023年3月3日出具的《关于福建紫天传媒科技 股份有限公司发行股份购买资产并募集配套资金申请的审核问询函》（审核函 [2023]03 ...

股票代码：300280 股票简称：紫天科技 上市地点：深圳证券交易所 福建紫天传媒科技股份有限公司 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 报告书（草案）摘要 | 交易对方类型 | 交易对方名称 | | --- | --- | | 发行股份及支付现金 | 丁文华 | | 购买资产交易对方 | 刘杰 | | 募集配套资金交易对方 | 新余八重科技有限公司 | | | 海南剑君科技有限公司 | | | 海南铂欣科技有限公司 | | | 海南紫荆科技有限公司 | 独立财务顾问 二〇二三年八月 声明 一、公司声明 福建紫天传媒科技股份有限公司（以下简称"公司"、"上市公司"或 "紫天科技"）及全体董事、监事及高级管理人员保证已提供的与本次交易相 关的信息和披露文件（包括但不限于原始书面材料、副本材料或口头信息等） 的副本或复印件与正本或原件一致，且该等文件资料的签字与印章都是真实的， 该等文件的签署人已经合法授权并有效签署该等文件；保证为本次交易所提供 的有关信息真实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏， 对所提供信息的真实性、准确性和完整性承担个别和连带的法律责任。如本次 交易因涉嫌所 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥691,527,206.21, representing an increase of 28.67% compared to ¥537,428,815.21 in the same period last year[11]. - The net profit attributable to shareholders of the listed company was ¥63,353,447.78, a decrease of 2.80% from ¥65,179,076.38 in the previous year[11]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥64,409,378.72, down 1.20% from ¥65,188,836.99 year-on-year[11]. - The net cash flow from operating activities increased by 66.19% to ¥122,525,477.47 from ¥73,724,430.88 in the same period last year[11]. - Total operating revenue for the current period reached ¥691,527,206.21, a significant increase from ¥537,428,815.21 in the previous period, representing a growth of approximately 28.6%[33]. - Net profit for the current period was ¥63,073,004.00, slightly down from ¥65,178,031.60, indicating a decrease of approximately 3.2%[34]. - Total profit for the current period was ¥79,061,256.22, slightly up from ¥78,647,986.67, reflecting a growth of about 0.5%[34]. Earnings and Shareholder Metrics - Basic earnings per share for Q1 2023 were ¥0.39, a decrease of 2.50% compared to ¥0.40 in the same period last year[11]. - Diluted earnings per share were also ¥0.39, reflecting the same decrease of 2.50% year-on-year[11]. - The weighted average return on net assets was 2.59%, down from 2.86% in the previous year[11]. - The basic earnings per share for the current period was ¥0.39, down from ¥0.40 in the previous period, a decrease of 2.5%[34]. Assets and Liabilities - Total assets at the end of the reporting period were ¥4,945,191,073.89, up 32.94% from ¥3,719,853,885.87 at the end of the previous year[11]. - Current assets totaled CNY 3,595,418,807.51, up from CNY 3,329,115,654.40 at the start of the year, reflecting a growth of approximately 8.02%[26]. - Accounts receivable increased to CNY 2,318,958,949.77 from CNY 2,193,678,860.06, representing a rise of about 5.71%[26]. - Current liabilities rose to CNY 2,460,011,204.34, compared to CNY 2,253,639,706.82, indicating an increase of approximately 9.16%[29]. - Total liabilities reached CNY 2,464,717,561.39, up from CNY 2,253,639,706.82, marking a growth of around 9.34%[29]. - Shareholders' equity totaled CNY 2,480,473,512.50, an increase from CNY 2,416,561,174.19, reflecting a growth of about 2.65%[29]. Cash Flow and Financing Activities - The company reported a net cash flow from financing activities of -$28,564,319.96, compared to $27,782,463.50 in the previous period[37]. - The total cash outflow from financing activities amounted to $55,114,319.96, an increase from $46,717,536.50 year-over-year[37]. - The cash and cash equivalents at the end of the period reached $212,134,131.58, down from $747,669,709.86 at the beginning of the period[37]. - The net increase in cash and cash equivalents was $90,324,770.42, compared to $101,462,276.73 in the previous period[37]. - The impact of exchange rate changes on cash and cash equivalents was $791,674.11, contrasting with -$44,617.65 in the prior period[37]. - Cash inflow from financing activities was ¥26,550,000.00, compared to ¥74,500,000.00 in the previous period, indicating a decrease of approximately 64.3%[36]. - The company reported a significant decrease in cash flow from financing activities compared to the previous year[37]. Shareholder Information - The company reported a total of 14,644 common shareholders at the end of the reporting period[18]. - Cash dividends, profits, or interest payments distributed amounted to $4,779,442.41, with no specific breakdown provided for minority shareholders[37]. Other Financial Metrics - The company reduced its research and development expenses to ¥786,256.94 from ¥2,375,464.90, a decrease of about 66.9%[33]. - The company’s cash and cash equivalents increased to CNY 265,727,832.45 from CNY 175,403,062.03, showing a growth of approximately 51.5%[26]. - The company’s goodwill stood at CNY 770,159,317.42, slightly up from CNY 763,328,747.14, indicating a marginal increase of about 0.11%[26]. - The company’s short-term borrowings decreased to CNY 374,433,723.62 from CNY 395,521,206.15, a reduction of approximately 5.5%[29]. - The company’s retained earnings increased to CNY 1,155,126,792.13 from CNY 1,091,773,344.35, reflecting a growth of about 5.8%[29]. Reporting and Audit Information - The company has not audited its first-quarter report[37]. - The first quarter report was released on April 27, 2023[38].

Business Overview - The company's main business is modern advertising services, including internet advertising and building media advertising[3]. - The building media advertising business collaborates with various agencies to provide advertising services for national brands and Fortune 500 companies[6]. - The company has established a significant industry position through accumulated media resources and a large number of high-quality clients[5]. - The company has established a strong client base and media resource advantage, enhancing its bargaining power in the internet advertising field[34]. - The company collaborates with various agencies to provide advertising services, targeting both national and global brands[35]. Financial Performance - The company's operating revenue for 2022 was ¥1,745,906,138.32, representing a 5.80% increase from ¥1,650,180,371.38 in 2021[24]. - The net profit attributable to shareholders for 2022 was ¥174,706,524.57, a decrease of 43.70% compared to ¥310,312,012.33 in 2021[24]. - The net cash flow from operating activities for 2022 was -¥722,300,988.84, a significant decline of 1,144.67% from ¥69,141,272.52 in 2021[24]. - The total assets at the end of 2022 were ¥4,670,200,881.01, an increase of 34.59% from ¥3,469,924,175.71 at the end of 2021[24]. - The company reported a basic earnings per share of ¥1.0780 for 2022, down 43.70% from ¥1.9147 in 2021[24]. - The weighted average return on equity for 2022 was 7.56%, a decrease of 7.54% from 15.10% in 2021[24]. - The total revenue for the company in 2022 was ¥1,745,906,138.32, a 5.80% increase from ¥1,650,180,371.38 in 2021[53]. Advertising Market Trends - The internet advertising market is increasingly focused on precision marketing, with effective conversion rates directly impacting core competitiveness[5]. - The report highlights the need for precise audience segmentation and data-driven advertising strategies in the evolving market[4]. - The company aims to leverage big data for precise advertising strategies, addressing the challenges of effective audience targeting in the internet advertising market[33]. - The internet advertising business is focused on programmatic advertising, utilizing self-developed and third-party SDKs and APIs to aggregate user traffic[48]. Operational Challenges - The company faces challenges in matching advertising content with audience interests, which is crucial for improving advertising conversion rates[5]. - Future risks and countermeasures related to production and operational processes are detailed in the management discussion section[3]. - The company faces risks from intensified market competition in the modern advertising service industry, particularly in the internet advertising sector, which may impact revenue and profit growth[95]. Investment and Growth Strategy - The company aims to develop a comprehensive advertising service brand that integrates building video media advertising and precise internet advertising, focusing on both organic growth and external mergers and acquisitions[86]. - The company plans to enhance its internet advertising business by improving technology and pursuing strategic partnerships with leading industry players[90]. - The company has established several new subsidiaries during the reporting period, including Nanjing Cangdong Fengyu Technology Co., Ltd. and Fujian Huanwei Technology Co., Ltd.[85]. - The company is actively pursuing market expansion, with plans to enter two new regional markets by the end of 2023, aiming to increase market share[131]. Governance and Management - The board of directors consists of 8 members, including 3 independent directors, ensuring a balanced decision-making process[107]. - The company maintains independence in business, assets, personnel, and finance from its controlling shareholders[113]. - The company has established a comprehensive governance structure that complies with relevant laws and regulations, enhancing operational transparency[105]. - The company has a fully independent organizational structure that has been gradually improved since its establishment[119]. Employee Development - The company emphasizes the importance of training and talent acquisition to enhance overall team capabilities and support business development[94]. - The total number of employees at the end of the reporting period was 157, with 11 in the parent company and 146 in major subsidiaries[142]. - A comprehensive training system is in place, combining internal and external training to improve employee skills and management capabilities[144]. Risk Management - The company is committed to improving its internal control systems and management efficiency to address the complexities arising from its expanding business scale[96]. - An effective risk control mechanism will be established, increasing supervision over subsidiaries to improve decision-making and risk management capabilities[100]. - The company has not reported any major changes or adjustments in its business, products, or services during the reporting period[65]. Dividend and Profit Distribution - The board approved a profit distribution plan, proposing a cash dividend of 0.1 RMB per 10 shares, based on a total of 162,065,744 shares[6]. - The total cash dividend represents only 0.15% of the distributable profit of RMB 1,091,773,344.35[147]. - The total cash dividend amount distributed was RMB 1,620,657.44, with no other forms of cash distribution such as share buybacks[147]. Compliance and Legal Matters - The company has not faced any administrative penalties related to environmental issues during the reporting period[157]. - The company has committed to avoiding competition with its main business and has adhered to this commitment throughout the reporting period[161]. - The company has pledged to conduct related party transactions at fair market prices and comply with relevant laws and regulations[163].

Financial Performance - The company's operating revenue for Q3 2022 was ¥174,711,905.88, a decrease of 60.61% compared to the same period last year[7] - The net profit attributable to shareholders for Q3 2022 was ¥10,880,803.54, down 90.47% year-on-year[7] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥10,408,376.69, a decline of 90.86% compared to the previous year[7] - The basic earnings per share for Q3 2022 was ¥0.0671, a decrease of 90.48% compared to the same period last year[7] - The weighted average return on equity was 0.47%, down 91.10% year-on-year[7] - Total operating revenue for the current period is ¥1,003,744,840.90, a decrease of 27% compared to ¥1,372,516,293.12 in the previous period[29] - Net profit for the current period is ¥92,750,929.95, down 70.5% from ¥314,713,679.43 in the previous period[31] - Operating profit decreased to ¥118,591,593.34 from ¥369,037,852.48, a decline of 67.9%[31] - Basic and diluted earnings per share decreased to ¥0.5697 from ¥1.9405, a decline of 70.7%[31] Assets and Liabilities - The total assets at the end of the reporting period were ¥4,356,097,390.66, representing a 25.54% increase from the end of the previous year[7] - The total liabilities increased to CNY 1,996,800,036.42 from CNY 1,266,379,043.23, reflecting a significant rise of approximately 57.7%[25] - The company's equity attributable to shareholders increased to CNY 2,358,876,048.21 from CNY 2,203,552,658.64, marking a growth of about 7.1%[28] Cash Flow - The net cash flow from operating activities for the year-to-date was ¥97,323,512.93, an increase of 106.79% compared to the same period last year[7] - The net cash flow from operating activities was $97,323,512.93, an increase from $47,063,898.24 in the previous period, indicating a significant improvement in operational efficiency[35] - Cash outflows for operating activities totaled $456,412,863.71, down from $674,517,832.35, indicating better cost management[35] - The company received tax refunds amounting to $1,987,404.17, contributing positively to cash flow[35] - The cash flow from financing activities showed a net increase of $224,309,688.52, contrasting with a negative cash flow of -$42,989,403.03 in the previous period[35] Shareholder Information - The equity attributable to shareholders at the end of the reporting period was ¥2,358,876,048.21, an increase of 7.05% year-on-year[7] - The top shareholder, Xinyu Anchang Investment Center, holds 20.67% of the shares, with a total of 33,500,000 shares[12] Company Changes - The company completed the change of its name and registered address, moving from Jiangsu to Fujian Province, which was finalized on April 18, 2022[16] - The company appointed a new general manager, Yao Xiaoxin, following the resignation of the previous general manager, Li Xiang, on July 24, 2022[21] - The company’s stock was suspended from trading on June 7, 2022, due to a major asset restructuring plan, with resumption on June 21, 2022[17][18] Operational Efficiency - The company's cash and cash equivalents increased to CNY 1,061,274,502.02 from CNY 646,207,439.76, representing a growth of approximately 64.3%[22] - Accounts receivable rose to CNY 1,907,772,626.86, up from CNY 1,438,105,201.76, indicating a growth of about 32.7%[22] - The company reported a significant increase in short-term borrowings, which rose to CNY 406,112,274.52 from CNY 136,306,567.44, indicating a rise of approximately 197.5%[25] - The company's other comprehensive income improved to CNY 41,425,365.24 from a loss of CNY 23,195,296.34, showing a turnaround in performance[28] - Cash inflows from other operating activities of $7,766,510.04, compared to $3,506,658.85 previously, indicating growth in operational revenue streams[35] Expenses - Total operating costs decreased to ¥874,406,546.20 from ¥1,013,474,102.59, reflecting a reduction of approximately 13.7%[29] - Research and development expenses decreased significantly to ¥5,244,094.87 from ¥14,014,363.54, a reduction of 62.5%[29] - Tax expenses decreased to ¥26,045,777.85 from ¥56,997,626.48, a reduction of 54.3%[31] - Other income increased to ¥3,589,682.39 from ¥594,945.12, showing a growth of 504.5%[29] Other Financial Metrics - The impact of exchange rate changes on cash and cash equivalents was $76,606,226.07, highlighting the influence of currency fluctuations on financial results[35] - The net cash flow from investing activities was $492,384.74, slightly up from $481,290.67, showing stable investment returns[35] - Total cash inflow from financing activities reached $390,000,000.00, compared to $179,186,906.63 previously, reflecting strong capital raising efforts[35] - Other comprehensive income after tax for the current period is ¥64,620,661.58, compared to no income in the previous period[31]

Financial Performance - The company reported a total revenue of RMB 500 million for the first half of 2022, representing a year-on-year increase of 15%[21] - The net profit attributable to shareholders was RMB 80 million, up 20% compared to the same period last year[21] - The company's operating revenue for the reporting period was ¥829,032,935.02, a decrease of 10.75% compared to the same period last year[29] - The net profit attributable to shareholders was ¥81,441,294.22, reflecting a significant decline of 59.34% year-over-year[29] - The net profit after deducting non-recurring gains and losses was ¥80,722,013.57, also down by 59.36% compared to the previous year[29] - The company reported a total revenue of ¥829,032,935.02, a decrease of 10.75% from ¥928,929,645.84 in the previous year[56] - The net profit for the first half of 2022 was 81,453,394.86 CNY, a decrease from 200,498,096.01 CNY in the same period of 2021, representing a decline of approximately 59.4%[182] - Total revenue for the first half of 2022 was 107,956,941.77 CNY, down from 236,945,079.58 CNY in the previous year, indicating a decrease of about 54.4%[182] User Engagement and Market Expansion - User data showed an increase in active users by 25%, reaching 1.5 million by the end of June 2022[21] - The company plans to expand its market presence in Southeast Asia, targeting a 30% growth in that region by the end of 2023[21] - User data showed a 30% increase in active users, reaching 1.2 million by the end of the quarter[109] - The company is expanding its market presence in Southeast Asia, targeting a 15% market share by the end of the fiscal year[109] Research and Development - The company has invested RMB 20 million in R&D for new technologies aimed at enhancing user engagement[21] - Research and development expenses increased by 10%, totaling $5 million, to support innovation in technology[109] - Research and development expenses dropped significantly by 61.67% to ¥4,224,649.99 from ¥11,022,133.27 in the previous year[56] Future Guidance and Projections - Future guidance indicates a projected revenue growth of 10% for the full year 2022, with a focus on digital media services[21] - The company provided guidance for the next quarter, expecting revenue to be between $160 million and $170 million, indicating a growth rate of 20% to 25%[109] Risks and Challenges - The management highlighted potential risks including market competition and regulatory changes, with strategies in place to mitigate these risks[5] - The company faces risks from intensified market competition, particularly in the internet advertising sector, which may impact revenue and profit growth[80] - The company is expanding its business scale, which increases management and control risks due to a more complex organizational structure[81] - The company has a high goodwill balance from acquisitions, which poses a risk of impairment if subsidiary performance declines[84] Cash Flow and Financial Position - The net cash flow from operating activities increased by 261.96%, reaching ¥45,959,573.28[29] - The company's cash and cash equivalents increased by 84.70% to ¥59,031,063.85 compared to ¥31,960,669.38 in the previous year[56] - The net cash flow from operating activities for the first half of 2022 was ¥45,959,573.28, a significant increase from ¥12,697,592.67 in the same period of 2021, representing a growth of approximately 262.5%[193] - The cash and cash equivalents at the end of the period reached ¥689,788,503.61, up from ¥448,813,162.49 at the end of the first half of 2021, representing an increase of approximately 53.6%[193] Shareholder and Governance Matters - The company will not distribute cash dividends or issue bonus shares for the reporting period[6] - The company has committed to ensuring the independence of the listed company and has adhered to its commitments regarding competition and related transactions[104] - The company has successfully adhered to its commitments regarding shareholding and control, with no changes in major shareholders reported[108] - The company did not experience any major litigation or arbitration matters during the reporting period[117] Asset and Liability Management - Total assets at the end of the reporting period amounted to ¥3,889,342,694.26, representing a growth of 12.09% from the end of the previous year[29] - The total liabilities of the company were approximately CNY 2.52 billion as of June 30, 2022, compared to CNY 2.09 billion at the start of the year, reflecting an increase of about 20.6%[170] - The equity attributable to shareholders of the parent company was CNY 1,443,860,782.03, down from CNY 1,452,937,641.37 at the beginning of the year[179]