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佰维存储: 华泰联合证券有限责任公司关于深圳佰维存储科技股份有限公司向拟与关联方共同对外投资暨关联交易的核查意见

Core Viewpoint - The company, Shenzhen Baiwei Storage Technology Co., Ltd., plans to invest in Beijing Xingyun Integrated Circuit Co., Ltd. alongside related parties, which constitutes a related party transaction [2][9]. Summary by Sections 1. Overview of Related Transactions - The company's wholly-owned subsidiary, Hainan Nanbaisuan, intends to invest a total of 1,000,000 RMB in Xingyun, with other related parties contributing 200,000 RMB and 470,000 RMB respectively. The registered capital of Xingyun will increase from 5,436,432 RMB to 10,000,000 RMB after this investment [2][3]. 2. Basic Information of Related Parties - Xu Linxian, a related natural person and mother of the company's actual controller, does not hold shares in the company. He Han, the company's director and general manager, holds a 0.0292% equity stake [3][4]. 3. Basic Information of the Target Company - The target company, Xingyun, specializes in general computing software and hardware optimization, focusing on edge AI solutions. The transaction is classified as a related joint investment under relevant regulations [4][5]. 4. Financial Data of the Target Company - Recent financial data for Xingyun shows total assets of approximately 170.46 million RMB and total liabilities of about 3.59 million RMB. The net assets are around 166.87 million RMB, with a reported revenue of 579,646.03 RMB and a net loss of approximately 12.70 million RMB for the last year [6]. 5. Pricing of the Related Transaction - The pre-investment valuation of Xingyun is set at 730 million RMB, translating to 134.2793 RMB per 1 RMB of registered capital. This valuation is based on due diligence and market comparisons [6][7]. 6. Necessity and Impact of the Related Transaction - The investment in Xingyun is seen as a strategic move to enhance the company's understanding of edge AI solutions, potentially creating more value for the company's business development. The funding will come from the company's own or raised funds, ensuring that the main business operations remain unaffected [9][10]. 7. Review Procedures for Related Transactions - The company's board of directors has approved the investment proposal, and independent directors have also reviewed the matter, confirming compliance with legal and regulatory requirements [10][11].