Group 1 - The company is repurchasing and canceling 782,867 shares of restricted stock due to 24 incentive recipients either having their labor contracts terminated or not meeting performance assessments [2][4][5] - The repurchase includes 585,123 shares from the initial grant at a price of 5.32 yuan per share and 197,744 reserved shares at a price of 6.19 yuan per share [2][4] - The decision for the repurchase was approved in meetings held on February 14, 2025, and subsequently at the annual shareholders' meeting on May 29, 2025 [3][4] Group 2 - The company has established a dedicated securities account for the repurchase and is in the process of completing the necessary procedures, with the cancellation expected to be finalized by August 15, 2025 [6] - Following the repurchase, the remaining number of restricted stocks under the incentive plan will be adjusted to 2,998,610 shares [5][6] - The legal opinion from Beijing Haiwen Law Firm confirms that the repurchase complies with relevant laws and regulations, ensuring no harm to the rights of the incentive recipients or creditors [7]

Core Viewpoint - Beijing Hailanxin Data Technology Co., Ltd. plans to acquire 100% equity of Hainan Hailanhuanyu Marine Information Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [1][2] Group 1 - The transaction involves purchasing equity from 17 shareholders of Hainan Hailanhuanyu [1] - The independent financial advisor, Guotai Haitong Securities Co., Ltd., has confirmed that the transaction complies with the regulatory requirements outlined in the "Guidelines for the Supervision of Listed Companies No. 9" [2] - The transaction aims to enhance the company's asset integrity and improve its independence in operations, procurement, production, sales, and intellectual property [1] Group 2 - The company emphasizes its core business and aims to strengthen its risk resistance capabilities through this acquisition [1] - The transaction is expected to help the company avoid competition with peers and regulate related party transactions [1]

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 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].

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].

Core Viewpoint - The company, Beijing Hailanxin Data Technology Co., Ltd., is undergoing a restructuring through the acquisition of 100% equity of Hainan Hailanhuanyu Ocean Information Technology Co., Ltd. This transaction is expected to impact the company's immediate returns, with measures in place to mitigate any potential dilution of shareholder value [1][4]. Summary by Sections Transaction Overview - The company plans to acquire Hainan Hailanhuanyu by issuing shares and cash to its 17 shareholders, while also raising funds from up to 35 specific investors [1]. - The independent financial advisor, Guotai Junan Securities, has assessed the impact of this transaction on immediate returns and proposed measures to address any dilution [1][4]. Financial Impact - Post-transaction, the company's net profit is projected to decline from 8.2277 million yuan to -3.23 million yuan, and earnings per share will drop from 0.01 yuan to -0.004 yuan [2]. - The total assets, net assets attributable to ordinary shareholders, and operating income are expected to increase, but the net profit for 2024 will be negatively affected due to various adjustments related to the acquired company [2][3]. Reasons for Profit Decline - The decline in net profit is attributed to several factors, including depreciation adjustments from the acquired company's past purchases of radar products, unrealized internal transaction losses, and significant credit impairment losses related to accounts receivable from the acquired company [3][4]. Measures to Mitigate Dilution - The company aims to accelerate the integration of the acquired assets to enhance overall profitability, improve governance structures, and leverage synergies [4]. - A proactive profit distribution policy will be implemented to ensure shareholder returns, adhering to existing regulations regarding cash dividends [4]. Commitments from Stakeholders - The controlling shareholders and management have committed to not interfere with the company's operations and to fulfill performance commitments related to the restructuring [5][6]. - The board and senior management have pledged to act in the best interests of the company and its shareholders, ensuring compliance with relevant regulations [6][7]. Independent Financial Advisor's Opinion - The independent financial advisor concludes that while there will be a decrease in net profit and earnings per share post-transaction, the measures proposed to mitigate immediate return dilution are feasible and align with regulatory requirements [6][7].

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 ...