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Shanghai Huafeng Microfiber Material Co., Ltd

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Issue shares and pay cash to buy assets and raise matching funds

Cum related party transactions

A reply to the application for a reply

Independent financial adviser

March 2017

China Securities Regulatory Commission:

Shanghai Huafeng Microfiber Materials Co., Ltd. shall, in accordance with the requirements of the Notice on the Examination and Approval of the Administrative Licensing Project of China Securities Regulatory Commission ('CSRC') issued on January 19, 2017, '(hereinafter referred to as' one feedback '). The counterparty, the underlying company and the intermediary company on a feedback on the issues listed in the communication, discussion, a feedback on your issue issued a 'Shanghai Huafeng Microfiber Materials Co., Ltd. on the issue of shares and pay cash to buy assets and raise (Hereinafter referred to as the 'Reply'), and in accordance with a feedback request in the 'reorganization report' was disclosed.

The reorganization of the independent financial adviser Haitong Securities Co., Ltd., legal adviser Beijing Haorun Law Firm, the audit agency Lixin Certified Public Accountants (Special General Partnership) and the assessment institution Beijing Zhonghua China Assets Appraisal Co., Ltd. Based on a feedback Requested due diligence and verification of relevant issues and issued professional advice.

A summary of the responses of listed companies, independent financial advisors, legal advisors, auditors and assessment bodies to a feedback is summarized below.

Unless otherwise stated, the interpretation used in this response is consistent with the Reorganization Report.

The financial data and financial indicators cited in this response, unless otherwise stated, refer to the financial data of the consolidated financial statements and the financial indicators based on such financial data.

The difference between the sum of the partial sums of the replies and the number of subheads is the difference between the mantissa, which is due to rounding.

1

First, the application materials show that the proposed investment to raise funds not more than 570 million yuan, mainly for

Weifu Tong 'market operations center' and other projects. As of October 31, 2016, listed companies monetary funds

The balance of 11,909.39 million, Granville Fortis can realize the balance of funds for 19,370.78 million (monetary funds

5,068.08 million, short-term financial products 14,302.7 million). Please your company: 1) combined with listed companies and

Weifutong's existing use of monetary funds and future use plans, asset-liability ratio, financing channels and credit lines

And so on, and further supplement the disclosure of the need to raise funds to support this. 2) Supplementary disclosure to raise matching funds to vote

Whether it will affect the amount of financial expenses and performance commitments during the commitment period to be purchased. Please separate financial care

Asked the accountant and the appraiser to verify and express a clear opinion.

Reply:

(1) to further supplement the disclosure of the need to raise funds by combining the existing monetary fund use and future use plan, asset-liability ratio, financing channels and credit lines of listed companies and target companies

1, the listed companies and the company's existing currency funds use and use of the plan

(1) Monetary fund use and future use plan of listed company

1) Monetary funds balance of listed companies

Listed companies as of December 31, 2016 unaudited consolidated bank deposits amounted to 14,255.39 million, consolidated cash balance of 76,200 yuan, so the total balance of the consolidated monetary funds amounted to 14,263.01 million. There are restrictions on the use of funds in the existing consolidated monetary funds, of which there are restrictions on the use of funds, of which the listed companies due to the US dollar pledge loans, 2,427.95 million yuan funds can not be used; Jiangsu Huafeng Microfiber Materials Co., Ltd. due to the need for deposit, 1,643.18 million Use. As a result, as of December 31, 2016, the unaudited consolidated actual utilization of the unlisted company was RMB 1,019,187 million. Details are as follows:

Unit: million

Company Bank Deposits Stock Cash Restricted funds Actually available funds

Shanghai Huafeng Microfiber Material Co., Ltd. 8,529.84 2.70 2,427.95 6,104.59

Jiangsu Huafeng Microfiber Material Co., Ltd. 5,717.94 4.31 1,643.18 4,079.07

Jiangsu Huafeng Chemical Co., Ltd. 7.61 0.61 - 8.21

Total 14,255.39 7.62 4,071.13 10,191.87

Note: Data from the listed companies to provide financial information

2) Monetary Fund Use Plan of Listed Company

2

Listed companies will mainly be used to meet their own daily necessities of production, Qidong plant a phase of the construction of the first phase of the project has not yet paid part of the funds, Qidong plant a second phase of the construction needs of the project, Qidong plant construction project needs, cash Dividends and other purposes.

① Qidong factory a project in the first phase of construction has not yet paid part of the funds

Qidong factory a project was completed by the end of June 2016 and put into use. As of December 31, 2016, the above projects are still part of the project payment is not paid, the total funds involved 170.05 million yuan. The aforesaid funds are expected to be paid after the completion of the first phase of the first phase of the Qidong Factory. The details of the expenditure are shown in the table below:

Unit: million

Project Name Phase I Project No Payments Project

1. Civil build 9,500.00

1.1 a tenders 3,000.00

1.2 Two tenders 5,000.00

1.3 dormitory 1,500.00

2. Equipment investment 5,800.00

2.1 Production equipment 5,000.00

2.2 Electrical equipment 800.00

3. Install 1,750.00

Total 17,050.00

Note: Data from the listed companies to provide financial information

② Qidong factory a second phase of the project construction

Unit: million

Project Name Phase I Phase II Project

Building 1,000.00

Equipment investment 25,000.00

Install 2,500.00

Total 28,500.00

Less: Amount spent 11,702.00

Total expenditure 16,798.00

Note: Data from the listed companies to provide financial information

Qidong plant Phase I project the second phase of the project a total investment of 285.5 million yuan. As of December 2016 the remaining 16,798.00 million has not yet been paid. The second phase of the Qidong Plant Phase I project is scheduled to be operational on March 31, 2017.

31, the listed company has accumulated on the first phase of the first phase of the project Qidong project expenditure of 117.02 million yuan,

3

③ Qidong factory second phase construction

Qidong factory Phase I project after the completion of the second phase of the construction, the listed company will immediately implement its Qidong plant Phase II project construction projects, a total investment of 525.5 million yuan. Qidong factory specific funding needs are as follows:

Unit: million

Project Name Phase II Project

Civil construction 12,000.00

Equipment investment 37,000.00

Installation 3,500.00

Total 52,500.00

Note: Data from the listed companies to provide financial information

④ cash dividend arrangement

After the completion of the reorganization, the listed company will continue in accordance with the 'Articles of Association' agreement, the profit distribution policy. The company's profit distribution can take cash, stock, cash stock combination or other means permitted by law, and give priority to the way cash dividends. In principle, the company annually carries out a profit distribution and distributes profits in cash less than 10% of the distributable profits realized in that year. The accumulated profits in cash for three consecutive years are not less than the average realized in the three years Can be allocated 30% of the profits.

Huafeng Microfilm in the past two years (2014-2015) to achieve profit and dividends are as follows:

Unit: million

Dividend Annual Cash Dividends Dividends Annual Consolidated Statement attributable to the consolidated statement attributable to the listing

(Including tax) the net profit of the shareholders of the listed company The proportion of the net profit of the shareholders of the company

Year 2015 1,425.00 11,893.65 11.98%

2014 1,264.00 11,549.37 10.94%

Huafeng Microfiber has implemented cash dividends in accordance with the provisions of the Articles of Association of the Company for the past two years.

(2) the purpose of the company's currency funds and the future use of the plan

According to the unaudited financial statements of the underlying company, as of December 31, 2016, the balance of the monetary assets of the Company was RMB25,548.40 million, as follows:

Unit: million

Project December 31, 2016

Money Fund 5,748.40

Short - term financial products 19,800.00

4

Total 25,548.40

Note: Data from the underlying company to provide financial information

The Company's existing monetary funds will be used mainly for daily production operations, investing in external projects, paying 2016 annual employee bonuses and supplemental working capital.

1) daily production management needs

As of December 31, 2016, the standard company's monetary fund balance of 25,548.40 million. In order to ensure the normal production and operation needs of the underlying company, the minimum amount of money held by the Company on December 31, 2016 is RMB 47,375,800, and the minimum amount of the underlying company is RMB 53.2294 million as at 31 December 2017 The

2) investment in foreign projects

The Internet industry is a high-speed change industry, the subject of the company to further develop its own industry experience and brand, consolidate and enhance the status of the industry, will continue to expand through joint ventures and other ways to achieve extension-type development, and strive to quickly seize market opportunities. At present, the subject company has signed an investment agreement with some companies, investment payments yet to be paid. In addition, the company is with a number of other companies on the relevant investment cooperation to discuss. Therefore, the underlying company needs to have a certain amount of capital reserves, so that it can seize the unpredictable market opportunities for the underlying company to bring better development. As of the date of this announcement, Weifu Tong proposed foreign investment is expected to be about 25,569.33 million, which has signed an investment agreement but has not yet paid the investment amount of foreign investment is about 10,693,300 yuan. Specific details are as follows:

Unit: million

Project area Investment target Project progress Estimated payment time Investment amount

Shanghai Code Business Consulting has signed an investment agreement, has been completed

Change the company into a business change, has not yet paid February 2017 500.00

Investment money

Fujian ten technology has signed an investment agreement, has been completed

Limited business change, not yet paid in February 2017 69.33

Investment money

Domestic project Beijing Xin Ki Wanxing Branch has signed an investment agreement that has been completed

Technology Co., Ltd. into business change, not yet paid 2017 500.00

Investment money

Shenzhen City, a technology agreement has been negotiated in February 2017 300.00

Limited company

Shenzhen City, a real estate agreement negotiated in June 2017 100.00

Limited company

5

Beijing joint venture company program discussion stage 2017 500.00

Shanghai Information limited intention to negotiate stage 2017 17,000.00

the company

Fuzhou, a network of science and technology projects to adjust the stage 2017 300.00

Limited company

Cross - border Transport Project Project Preparation Phase 2017

A company in the United States

some company

A company in New Zealand

A company in France intention to negotiate stage 2017 6,000.00

A company in Macau

Head of a company

A company in Hong Kong

A company in Australia

Total 25,569.33

3) to pay employees 2016 year-end bonus

Based on the development of the Company in 2016, the underlying company has accrued $ 20 million to pay the employee's salary to cover the employee's year-end bonus. As of December 31, 2016, the above-mentioned employee end-of-year bonuses have not yet been paid and are expected to be completed by May 15, 2017.

4) Supplementary working capital

Mobile payment industry is still in the high-speed development stage, with the development of the market, customer demand will continue to improve. As a software technology company serving the mobile payment industry, the company must follow the development trend of industry and technology, carry out product development and upgrade, and carry out business expansion through further extension expansion to improve its own profitability. Therefore, the underlying company for the demand for liquidity will continue to increase. The company must also maintain a sufficient amount of reserve money.

2, the listed company and the underlying company's asset-liability ratio analysis

(1) Analysis of asset-liability ratio of listed companies

Listed companies and the same industry comparable listed companies as of the end of 2015 and September 30, 2016 asset-liability ratio of the relevant indicators are as follows:

Securities code Securities referred to as the third quarter of 2016 assets of the year 2015 asset-liability ratio

Debt rate (%) (%)

000509.SZ Huasheng Holding 100.31 94.15

6

000589.SZ Qian Tire A 65.15 68.81

000599.SZ Qingdao Double Star 63.17 56.06

000619.SZ Conch Profiles 31.34 32.13

000659.SZ Zhuhai Zhongfu 68.50 66.89

000859.SZ Guofeng Plastic Industry 27.82 24.41

000887.SZ Zhongding shares 38.33 49.13

000973.SZ Buddha Science and Technology 52.68 51.97

002014.SZ Yongxin shares 22.13 21.44

002108.SZ Cangzhou Pearl 35.05 26.43

002224.SZ Hercules 6.91 7.89

002243.SZ Tongming Star 15.17 14.98

The Great Southeast 28.62 28.55

002324.SZ Plitt 31.70 36.96

002372.SZ Weixing new material 23.45 17.50

002381.SZ Double Arrow Shares 27.68 19.59

002382.SZ Blue Fan Medical 17.38 20.94

002395.SZ double elephant shares 21.97 23.84

002420.SZ Yichang shares 60.83 59.03

002450.SZ Kangde new 40.60 49.83

002522.SZ Zhejiang Zhongcheng 21.19 24.41

002585.SZ Double Star New Material 9.61 10.04

002641.SZ Yong Gao shares 40.31 40.39

002676.SZ Shun Wei shares 38.65 33.61

002694.SZ Guadi Technology 55.48 56.54

002735.SZ prince new material 21.23 18.12

002768.SZ Guowen shares 48.59 28.36

002790.SZ Ritter 10.01 29.98

002812.SZ Creative Shares 16.57 41.25

002825.SZ Nal shares 27.42 28.88

002838.SZ Dawn shares 29.99 31.00

Water Saving 41.42 67.99

300169.SZ Tian Sheng new material 36.69 31.99

300,188 SZ Nachuan shares 30.66 40.61

300218.SZ Amway shares 42.83 43.49

300221.SZ Jubilee Technology 39.50 39.97

300230.SZ Wynn shares 20.71 35.47

300305.SZ Yuxing shares 4.57 4.86

300320.SZ Haida shares 26.61 28.15

300321.SZ the largest stake 14.54 18.81

300325.SZ Dewei new material 53.44 60.22

300375.SZ Peng Ling shares 19.73 20.49

Hangzhou High - tech 13.91 17.09

300539.SZ Yokogawa Die 25.97 52.81

7

300547.SZ Chuanhe Technology 25.53 44.77

300586.SZ Midland New Material 26.71 24.46

300587.SZ Tiantie shares 23.55 29.00

300599.SZ male plastic technology 42.02 45.51

600143.SH Blonde Technology 46.92 42.87

600182.SH S good pass 24.00 33.90

Purple River Enterprise 61.27 59.95

600458.SH times new material 61.90 63.78

600469.SH Fengshen shares 58.29 56.78

601058.SH round robin Jinyu 63.04 66.32

603163.SH Triangle Tire 41.36 69.16

601500.SH General shares 38.91 55.75

601966.SH exquisite tires 54.38 73.66

603033.SH 3D shares 29.91 31.45

603266.SH Tianlong shares 37.82 40.54

603726.SH Langdi Group 30.35 47.89

603806.SH Foster 11.92 11.72

Average 35.19 38.89

Median value 30.66 35.47

300180.SZ Huafeng Microfiber 23.36 42.30

In the same industry, the average value of asset-liability ratio was 35.19% and the intermediate value was 30.66% on September 30, 2016.

As of September 30, 2016, the listed company's asset-liability ratio of 23.36%, lower than the same industry comparable assets and liabilities of listed companies, compared with 42.30% at the end of 2015 decreased significantly. Mainly in the first half of 2016 listed companies to complete the previous non-public offering, resulting in the increase in the amount of net assets of listed companies due.

(2) Analysis of the Company's asset-liability ratio

Weifu Tong mainly engaged in mobile payment software services business. According to the 'Guidelines for the Classification of Listed Companies (2012 Revision)' issued by the China Securities Regulatory Commission, Weifu Tong is 'I65 Software and Information Technology Services' under the 'Information Transmission, Software and Information Technology Services'. Select the same software and information technology services for the listed companies to compare the same industry listed companies as of September 30, 2016 asset and liability ratio as follows:

Stock Code Securities referred to as the third quarter of 2016 asset-liability ratio (%)

000555.SZ Divine Information 54.36

000889.SZ Maoye Communication 17.58

000997.SZ New World 46.66

8

002063.SZ Highlight backup sync software best 16.94

002065.SZ Donghua Software 28.23

002123.SZ Monternet Rongxin 27.28

002153.SZ stone base information 15.75

002195.SZ twenty three four five eight.00

002230.SZ HKUST fly 28.34

002261.SZ Tuowei Information 11.38

002279.SZ long its software 18.68

002298.SZ CLP Xinlong 30.37

002331.SZ Anhui Technologies 28.24

002368.SZ Taiji shares 56.21

002373.SZ Thousand Technology 35.93

002401.SZ China Shipping Science and Technology 34.04

002410.SZ wide reach 7.42

002421.SZ Dazhi Intelligent 36.77

002609.SZ Jieshun Technology 18.26

002642.SZ Wing of the Union 19.01

002649.SZ Beyond Technology 29.48

002657.SZ Zhongke Gold Finance 21.76

300002.SZ Shenzhou Taiyue 25.91

300017.SZ network technology 13.90

300020.SZ Yinjiang shares 43.97

300025.SZ Huaxing Venture 61.23

300033.SZ flush with 35.48

300044.SZ race for smart 48.63

300047.SZ Tianyuan Dike 36.33

300050.SZ century tripod 12.77

300075.SZ Digital Administration 23.25

300098.SZ high hi new 19.71

300150.SZ Century Riel 8.07

300,166.SZ Oriental Guoxin 17.83

300168.SZ Wanda Information 64.15

300170.SZ Henderson Information 13.61

300182.SZ JC shares 22.03

300183.SZ Neusoft carrier 9.32

300188.SZ the United States and Asia Baike 20.93

300212.SZ Yihua recorded 47.48

300229.SZ Trolls 14.71

300231.SZ Silver letter technology 40.07

300245.SZ Tianji Technology 11.18

300253.SZ Wei Ning Health 25.81

300271.SZ Arima Software 32.66

300287.SZ Feili letter 18.68

9

300267.SZ Blue Shield shares 41.72

300299.SZ Fuchun Communication 17.19

300311.SZ any line 28.94

300324.SZ Rotation Information

300339.SZ Run and Software 33.70

300365.SZ Henghua Technology 18.42

300366.SZ Creative Information 23.82

300369.SZ Green League Technology 22.37

300383.SZ Halo new network 26.08

300386.SZ Flying integrity 10.30

300419.SZ Hao Feng Technology 12.85

300440.SZ Transportation Technology 18.92

300448.SZ Hao Yun Technology 22.27

300532.SZ today international 38.29

300550.SZ and Ren Technology 37.43

300552.SZ million technology 44.31

600289.SH billion Yang letter 21.96

600406.SH Guodian NARI 48.77

600870.SH Hang Seng Electronics 28.68

600571.SH letter up to 27.51

600588.SH UF Network 46.07

600.00

600654.SH in the security 67.12

600718.SH Neusoft Group 28.35

600728.SH Jiadu Technology 33.58

600756.SH wave of software 27.30

600797.SH Zhejiang University net new 46.30

600845.SH treasure letter software 37.67

600850.SH East China Computer 60.30

603258.SH electric soul network 28.37

603421.SH Dingxin Communication 9.68

The average is 28.80

Median value 27.30

In the same industry, the average value of asset-liability ratio was 28.80% and the median value was 27.30% on September 30, 2016.

As of September 30, 2016, the unaudited asset-liability ratio was 18.56%. As of December 31, 2016, the unaudited asset-liability ratio was 19.86%. The underlying assets and liabilities of the underlying company are lower than the average of comparable companies in the same industry, and decrease from 57.83% at the end of 2015. The above situation is mainly due to the following two reasons: First, the company's business in 2016 to carry out a smooth and orderly development led to a substantial increase in net assets; Second, in October 2015, the subject company received Beijing Yi Ming, Xi 琗 investment , Shanghai fast business, Eastern Jinqi, Luoping transferred to the total amount of 35 million yuan, due to the capital increase in the industrial and commercial changes in the January 20, 2016 completed, the above funds in 2015 as temporary receipt, column Into other payables and are included in the owner's equity of the company after the completion of the change of business, resulting in a higher asset-liability ratio of the underlying company as at 31 December 2015.

10

3, listed companies and the company's financing channels and credit lines

(1) the financing channels and credit lines of listed companies

In addition to equity financing to raise funds to raise funds, the financing channels of listed companies also include commercial bank loans. As of December 31, 2016, the total amount of bank credit received by the listed company was RMB410,250 million. The above amount was RMB3,386.3 million and the remaining bank credit was RMB703.87 million. The above credit line will be mainly used for the construction of Qidong factory.

(2) the company's financing channels and credit lines

As of December 31, 2016, the subject company has not yet received bank credit, nor bank loans.

Based on the above analysis, the existing monetary funds of the listed companies and the underlying companies need to be used for routine operating purposes such as daily production and future investment projects. Although the level of asset-liability ratio of listed companies is lower than that of comparable companies in the same industry, it is mainly due to the previous non-public offering, and the existing bank credit lines of the listed companies are insufficient to fully cover the capital requirements of their future Qidong factory construction. Therefore, listed companies and the underlying companies such as through their own funds and bank loans and other financing methods to pay the cash consideration and for investment projects and other purposes, will bear a higher financial costs and greater financial risk, but also to the normal business activities Bring a lot of financial pressure, therefore, this is necessary to raise funds matching.

(2) Supplementary Disclosure Whether or not to raise funds to meet the requirements of the assets to be purchased Performance commitments Financial expenses and performance commitments

1, the proceeds of this transaction to assess the net profit forecast does not consider raising the funds brought about by supporting the investment

ring

The net profit of the trading income method is not taken into account, and the reasons are as follows:

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(1) The assessment of major asset reorganization is based on the existing business model, asset status, product structure and operation situation of the Company, and it is reasonable to combine the characteristics of the industry and the development of the same type of company. The more prudent predictions of their future operating results do not take into account the impact of future investment advances on their existing business development throughout the assessment process.

(2) the financing of this package is still subject to the approval of the China Securities Regulatory Commission, whether the funds raised and the specific amount of the existence of uncertainty, based on the principle of prudence is not included in the scope of assessment.

To sum up, the scope of this major asset restructuring assessment does not include the underlying company may get the proceeds and its potential project benefits.

2, the subject of the transaction to exclude the financing of its financing costs to support the method

The actual net profit for the Company's performance commitment period is the deductible from the non-recurring profit and loss under the Supplementary Agreement (2) of the 'Profit Forecast Compensation Agreement' signed by the parties to the transaction and the Supplementary Agreement (II) on the Issue of Shares and Cash Purchase of Assets And the transaction to raise funds matching the impact of the net profit.

The amount of funds raised by this transaction to raise funds against Weifu Tong's net profit is calculated as follows:

The amount of funds raised by this transaction to the wealth of Weifu Tong the amount of the amount of money = the amount of funds to be used to raise the amount of the actual amount of the same period × the same period the bank lending rate × (1 Wealthy income tax applicable tax rate) × raise funds actual Number of days used / 365.

The same period the bank loan interest rate is determined according to the one-year RMB loan interest rate of the commercial bank published by the People's Bank of China. The actual use of the raised funds is calculated on an annual basis during the commitment period.

(3) Verification opinions of intermediaries

After verification, independent financial adviser Haitong Securities, accountant Lixin Certified Public Accountants, appraiser in the assessment of enterprises that: listed companies and the underlying company's existing monetary funds have a more clear use and use of the plan, and can use the credit limit is limited, listed The reorganization of the company through the way of equity financing for external financing is necessary to help the company to improve the certainty of the acquisition, to reduce the listed companies with their own funds to pay the pressure on the company's working capital needs. Such as through its own funds and bank loans and other financing to pay the cash consideration and for investment projects and other purposes, listed companies and the underlying company will bear higher financial costs and greater financial risk, but also to the normal business activities Great financial pressure. Therefore, the financing of this package is necessary. The performance of this transaction does not include the commitment to raise funds to bring the proceeds of the transaction, the subject of the transaction has been clearly removed from supporting the financing of its financing costs of the method.

12

Second, the application materials show that the matching funds in place before, Granville Fortis will be based on the actual needs of self-financing project implementation, to be raised funds in place to be fully replaced. Please add your company to disclose: 1) the self-financing to raise the proceeds of the project, the estimated completion time and related accounting treatment. 2) self-financing of the financing of the main body, the source of funds and has invested the amount. 3) The amount of funds to be replaced for the specific use of funds raised in the proposed replacement project. 4) whether the replacement of the above-mentioned funds to meet the provisions of the relevant provisions. Ask the independent financial adviser and accountant to verify and express a clear opinion.

Reply:

(1) The progress of the raised investment projects, the estimated completion time and the related accounting treatment

As of the date of this reply, Weifu Tong to raise funds to build the first investment projects raised the progress of the project is expected to complete the time as follows:

No. Project Name Project Progress Estimated Completion Time

Has been through the form of land leasing for the project to prepare, M \u0026 A is expected by the end of 2018

1 R \u0026 D center into part of the office equipment and electronic equipment, recruitment of relevant personnel. To complete the decoration and debugging,

Project financing The first construction of the content, including some electronic equipment and office in 2019 began formal

Equipment purchase and so on. Operation

Has been purchased part of the office equipment and electronic equipment, recruitment of relevant people is expected by the end of 2017

2 market operator. To self-financing of the first construction of the content, including part of the electronic equipment to complete the renovation and debugging,

Center projects and office equipment purchase. Beginning in 2018

Operation

1, R \u0026 D center project pre - investment situation

R \u0026 D center project has passed its own funds, the cumulative investment of 279.52 million yuan, which used to purchase cloud services total expenditure of 232.41 million for the purchase of computers, servers, program-controlled telephone exchange equipment and other equipment total expenditure of 471,100 yuan.

The relevant accounting treatment of the above investment is as follows: the initial investment in the purchase of cloud services included in the long-term deferred expenses; purchase of computers, servers, program-controlled telephone exchange system equipment and other expenses included in fixed assets.

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2, the initial operation of the market operations center project

Market operations center project has passed its own funds, the cumulative investment of 63,000 yuan, for the purchase of various types of computer equipment a total of 14 Taiwan.

The relevant accounting treatment of the above inputs is as follows: Expenditures such as pre-purchase of computer equipment and other expenses are included in fixed assets.

(2) Self-financing fund-raising subject, source of funds and amount invested

The company with its own funds to build the first raised investment projects. As of the date of this return, the amount of self-raised funds has been as follows:

Unit: million

No. Project name Self - financing Self - financing Self - financing Amount invested

筹资主体 金来源

1 研发中心项目 威富通 自有资金 279.52

2 市场营运中心项目 威富通 自有资金 6.30

合计 285.82

(三)拟置换项目中募集配套资金的具体用途,预计进行置换的资金金额

截至本回复出具之 日 ,预计进行置换的资金金额合计为 285.82 万元,占本次重组募集配套资金总额 26,084.97 万元的比重为 1.10% 。本次募投项目拟置换项目中募集配套资金的具体用途,预计进行置换的资金金额情况如下:

单位: 万元

拟置换项目中 已投入并拟进行置 其中:

序号 项目名称 募集配套资金 换的资金金额 场地 设备购置

的具体用途 投入 及安装

1 研发中心项目 设备购置 279.52 - 279.52

2 市场营运中心项目 设备购置 6.30 - 6.30

上述拟置换金额主要为在本次配套募集资金到位前,威富通以自有资金投入部分资金。由于项目目前仍在建设过程中,若威富通自本回复出具之 日 至本Sub-raised funds in place to continue to use self-financing to invest in the project construction, then part of the funds will be included in the proposed range.

The final actual replacement amount will be audited by the accountant and issued a 'special audit report' in advance of the amount of self-financing has been invested.

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(4) whether the replacement arrangements for the raised funds are in compliance with the relevant provisions of the SFC

According to the relevant arrangements for the reorganization plan, the board of directors of the Company may, in accordance with the market situation and the actual self-financing, take the initiative to invest in the construction of the project, and the replacement fund will be replaced after the fund is raised.

According to Article 3 of the Regulation on Supervision and Administration of Funds Raised by Listed Companies (No.24 of the China Securities Regulatory Commission Bulletin [2012] No. 44), the listed companies have invested in self-raised funds to raise funds May be approved by the board of directors, the accounting firm issued a forensic report, and by the independent directors, the board of supervisors, the sponsor issued a clear consent to the views of the board of directors, the board of supervisors, the sponsor, And disclosed. 'According to the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange (Revised 2015) (No. 65 [2015] of the Shenzhen Stock Exchange) 6.3.7' The listed company has invested in the advancement of raised funds The self-financing of the project shall be examined and approved by the Board of Directors of the Company, and the Certified Public Accountants shall issue the appraisal report and the independent directors, the board of supervisors and the sponsor institution to express their consent and fulfill the obligation of information disclosure. The Company has disclosed in the application documents To raise funds to replace the pre-invested self-financing and pre-paid gold Determined, it should be implemented before the public announcement in replacement. '

Therefore, the replacement of funds to meet the replacement arrangements in line with the China Securities Regulatory Commission, the relevant provisions of the Shenzhen Stock Exchange. The Company will strictly abide by the relevant provisions of the above-mentioned China Securities Regulatory Commission and the Shenzhen Stock Exchange, in the collection of matching funds to the account within 6 months, will be raised to raise funds to raise funds raised pre-raised funds The relevant part of the relevant motion submitted to the board of directors of listed companies to consider and hired an accounting firm issued a forensic report by the independent directors, board of supervisors, independent financial advisers issued a clear consent and in accordance with the requirements of the Shenzhen Stock Exchange to disclose, and then implement the replacement fund replacement The

(5) Verification opinions of intermediaries

After verification, the independent financial adviser Haitong Securities, accountant Lixin Certified Public Accountants believes that the Company has supplemented the progress of the project to raise the funds raised by the self-financing project, the expected completion time and related accounting treatment, the self-financing fund The amount of funds that have been put into account, the specific use of the funds to be raised in the proposed replacement project, and the amount of funds expected to be replaced. The replacement arrangements for the matching funds are in compliance with the relevant provisions of the CSRC.

Third, the application materials show that the transaction, the company intends to use the lock price issue to You Xiaoping, Wang Wei, Xinwo management plan, Shanghai M \u0026 A fund non-public offering of shares to raise matching funds. Please the company to supplement the disclosure of the way to issue shares to raise funds to support the reasons, the necessity and the interests of listed companies and small and medium shareholders. Request the independent financial adviser to verify and make clear comments.

15

Reply:

(1) the reasons and the necessity of issuing the shares to raise the matching funds in the way of locking the price

1, lock price issue to avoid the risk of issuing to ensure the smooth implementation of the transaction

The transaction listed companies need to pay to the counterparty of the cash consideration of 29,115.03 million. According to the unaudited financial data provided by the listed company, as of December 31, 2016, the parent company of the listed company funds RMB8,532,400 yuan, of which the restricted monetary funds 2,427.95 million, the actual funds available 6,104.59 million; The monetary funds of the caliber are RMB142.663 million, of which RMB0,071.13 million is limited and the actual funds available are RMB1,191.87 million. The existing monetary funds to pay cash for the price is still a large gap. At the same time, taking into account the working capital needs of listed companies and the potential capital needs of Jiangsu Qidong project, listed companies rely on their own funds to pay all the cash consideration will cause greater financial pressure on the company. So listed companies need to raise funds to meet the cash payment to ensure the smooth implementation of the transaction.

In order to ensure the successful implementation of this supplementary fund, the transaction to raise funds to raise funds to support the way. Compared with the inquiry method, the lock price issue can avoid the market volatility caused by the issuance of uncertainty, effectively reduce the risk of insufficient or failed to raise funds to ensure that listed companies have sufficient funds to pay the transaction cash consideration to ensure that the transaction Successful implementation. At the same time, the use of lock price issue, the transaction was approved by the China Securities Regulatory Commission, the listed company can immediately start the release, is conducive to improving the efficiency of the implementation of this transaction.

2, lock price issue is conducive to consolidate the control of listed companies

Before the transaction, unanimous action people You Xiaoping, You Jinhuan, You Xiaohua, You Xiaoling, You Xiaoyan, Chen Linzhen direct and indirect control Huafeng microfiber 35.97% of the voting rights, is the actual controller of listed companies. After this transaction, if you do not consider supporting the funds raised, the unanimous action people You Xiaoping, You Jinhuan, You Xiaohua, You Xiaoling, You Xiaoyan, Chen Linzhen direct and indirect control Huafeng fiber 27.88% of the voting rights, The proportion of people holding a relatively low.

Therefore, in order to consolidate the control of listed companies, the actual controller of one of the special participation in the subscription fund to raise 35 million yuan. After the transaction, if the consideration of supporting funds raised, unanimous action people You Xiaoping, You Jinhuan, You Xiaohua, You Xiaoling, You Xiaoyan, Chen Linzhen will direct and indirect control Huafeng Microfiber 29.96% of the voting rights, to a certain extent On the consolidation of the control of listed companies.

16

(2) The effect of issuing shares to raise funds on the interests of listed companies and minority shareholders

1, lock price issue can effectively avoid the secondary market valuation fluctuations

The issuance period of the listed company acquired by the subscribing party with the matching fund is 36 months, which is longer than that of the 12-month lock-in period, which is more favorable for maintaining the ownership structure and operation of the listed company. Stability, effectively avoid the secondary market stock prices volatility. Therefore, in the long run, the lock price issue has a positive effect on maintaining the stability of the secondary market price of listed companies and protecting the interests of listed companies and small and medium investors.

2, the major shareholder holdings is conducive to the market to pass a positive signal, enhance investor confidence

Lock price issue will help the actual controller of one of the special participation in the subscription fund to raise funds, can demonstrate its future development prospects for listed companies confidence, is conducive to the market to convey a positive signal to enhance the secondary market investors to listed companies The completion of the merger after the bigger and stronger confidence, is conducive to maintaining the interests of listed companies and small shareholders.

(3) Verification opinions of intermediaries

After verification, the independent financial adviser Haitong Securities that: First, the lock price issue is necessary: ​​1) lock price issue to avoid fluctuations in the market to bring the uncertainty issued to effectively reduce the risk of insufficient or failed to raise funds to ensure that The smooth implementation of the transaction; 2) lock price issue will help the actual controller of listed companies to participate in subscription to raise funds to consolidate its control of listed companies. Second, the lock price issue is conducive to safeguarding the interests of listed companies and small shareholders: 1) lock-off issue of shares locked by the issue of shares issued by the lock-in longer, can effectively avoid the secondary market valuation fluctuations; 2) Subscription is beneficial to the market to send a positive signal to enhance the confidence of investors in listed companies.

Fourth, the application materials show that the transaction is set to issue shares in the purchase of assets issued price adjustment program. Please inform the company: 1) whether the price adjustment trigger conditions are in line with the relevant provisions of Article 45 of the Measures for the Administration of Major Assets Reorganization of Listed Companies, as well as the relevant provisions on the 'significant change in the issue price of the listed company compared to the initially determined issue price', and Whether the price adjustment trigger is reasonable. 2) Whether the price adjustment plan stipulated in Article 45 of the Measures for the Administration of Major Assets Reorganization of Listed Companies shall be clear, specific and practicable if the price adjustment date is 'any one of the trading days satisfying the trigger conditions'. 3) whether the current price adjustment has been triggered, and the proposed price adjustment arrangements for listed companies. 4) whether the transaction set up to raise the matching funds of the share price adjustment mechanism. Ask the independent financial adviser and the lawyer to verify and express a clear opinion.

17

Reply:

(A) price adjustment program in the price adjustment conditions, price adjustment date and its revision

1, the original price adjustment program

The transaction plan, the original price adjustment program in the price adjustment conditions, price adjustment date agreed as follows:

(1) trigger conditions

If any of the following conditions occur during the price adjustment period, Huafeng Microfiber Board may adjust the issue price in accordance with the price adjustment plan: 1) The GEM refers to (399006.SZ) in any 30 consecutive trading days before any trading day At least 20 trading days more than 20% of the closing price (ie 2,205.37 points) on April 1, 2016, the first trading day of the trading day, 2) Wind SFC Rubber and Plastic Index (883126) At least 20 trading days before any trading day, at least 20 trading days are more than 20% of the closing price (or 2,770.64 points) on April 1, 2016, on the first trading day of Huafeng Microfilter %.

(2) price adjustment base date: meet the trigger conditions of any one trading day.

2, the revised price adjustment program

The third session of the Board of Directors at the fifteenth meeting of the adoption of the price adjustment program in the price adjustment conditions, price adjustment base date was revised. Revised price adjustment conditions, price adjustment basis date as follows:

(1) trigger conditions

Adjustable price during any of the following circumstances, Huafeng ultra-fiber board of directors in accordance with the price adjustment program on the issue price to make an adjustment:

1) GEM refers to (399006.SZ) in any trading day before the 30 consecutive trading days at least 20 trading days than Huafeng ultra-fiber this transaction for the first time trading day before the trading day that is April 1, 2016 (Or 2,205.37 points) fell more than 20%, and Huafeng Microfiber (300180) stock price in any trading day before the thirty consecutive trading days at least 20 trading days than Huafeng ultra-fiber this transaction for the first time The closing price of the closing price of the one trading day (ie 16.40 yuan) on April 1, 2016 was more than 20%

18

2) Wind SFC Rubber and Plastic Index (883126) At least 20 trading days prior to any trading day, there are at least 20 trading days compared to Huafeng Microfilter for the first day of trading. (Or 2,770.64 points) fell more than 20%, and Huafeng Microfiber (300180) stock price in any trading day before the 30 consecutive trading days at least 20 trading days than Huafeng ultra-fiber this transaction The closing price of the first trading day, or the closing price on April 1, 2016 (ie, 16.40 yuan) fell by more than 20%.

(2) Price adjustment base date: the first time to meet the trigger conditions of the trading day.

(2) Whether the conditions for price adjustment are in line with the relevant provisions of Article 45 of the Measures for the Administration of Major Assets Reorganization of Listed Companies and the relevant provisions on the significant changes in the issue price of the listed company,

In view of the large fluctuations in the secondary market prices, in order to avoid the impact of the stock market by the overall impact of capital market volatility caused by the transaction on both sides of the transaction expected to have a greater change, based on the principle of fair trade, the transaction negotiated to determine the listed companies Stock price adjustment program.

The revised price adjustment triggered the GEM index and the company's stock price fell more than 20%, or the company's Wind China Securities and Futures Commission rubber and plastic index and the company's stock price fell more than 20%, in line with the 'reorganization management approach' Article 45 On the 'listed company's stock price compared to the original issue of the issue price changes have been significant,' the relevant provisions.

At the same time, the above trigger conditions can eliminate the overall volatility of the capital market on the transaction pricing and the implementation of the adverse effects of transactions, is conducive to ensuring the smooth implementation of this transaction, price adjustment trigger conditions are reasonable.

(3) The provisions on the date of price adjustment meet the relevant provisions of the 'reorganization management approach'

According to the revised price adjustment plan, the price adjustment base date is the adjustable price period (that is, the company agreed to consider the transaction of the shareholders of the General Assembly resolutions to the China Securities Regulatory Commission to review the merger and reorganization committee before the transaction), for the first time to meet any one Shall be in accordance with the provisions of Article 45 of the Reorganization Management Measures, which shall be clear, specific and operational in accordance with the provisions of Article 26 of the Contents and Formats of Information Disclosure of Publicly Issuing Securities The 'Article 54' issue price adjustment plan should be based on the adjustment of the broader market and the same industry factors. The situation of triggering the issue price adjustment should be clear, specific, operational and fully explain the reason ' Provisions. details as follows:

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1, the trigger conditions are clear, specifically, that is, the company agreed to consider the transaction of the shareholders of the General Assembly resolution announcement to the China Securities Regulatory Commission Mergers and Acquisitions Committee to consider the transaction before meeting one of the following two conditions to trigger the price adjustment program: GEM (399006.SZ) in any trading day before the 30 consecutive trading days at least 20 trading days than Huafeng ultra-fiber this transaction for the first time before the suspension of a trading day that is April 1, 2016 closing point (Ie 2,205.37 points) fell more than 20%, and Huafeng Microfiber (300180) stock price in any trading day before the 30 consecutive trading days at least 20 trading days than Huafeng ultra-fiber this transaction for the first time before the suspension (2) Wind SFC Rubber and Plastic Index (883126) has at least 20 consecutive trading days for any 30 consecutive trading days prior to any trading day, and the closing price of the rubber trade index (883126) Trading day than Huafeng Microfiber The transaction for the first time before the suspension date of the trading day that the stock price in any trading day before the thirty consecutive trading days at least 20 transactions Huafeng Microfiber than the transaction day suspension for the first time the previous day ie April 1, 2016 closing price (ie 16.40 yuan) fell more than 20%.

April 1, 2016 closing point (ie 2,770.64 points) fell more than 20%, and Huafeng Microfiber (300180)

2. The price adjustment period is specific, that is, the company has the right to adjust the date of the benchmark within 30 days after the convening of the board meeting to consider whether the agreement in accordance with the provisions of this transaction to adjust the issue price.

3, the price adjustment date is determined, for the first time to meet the trigger conditions of the trading day.

4, the price adjustment interval to determine, that is adjusted to adjust the price of 20 trading days before the date of Huafeng super fiber stock average price of 90%.

(D) whether the price adjustment situation has been triggered and the price adjustment arrangements to be carried out by the Company

As of the date of this announcement, Huafeng Microfiber (300180), the GEM (399006.SZ) and Wind China Securities Regulatory Commission rubber plastic index (883126) has not yet reached the price adjustment trigger conditions, listed companies no adjustment of the transaction Price arrangement.

Listed companies will pay close attention to the overall capital market volatility, the listed companies in the industry A-share market and the company's stock price changes, when triggering the price adjustment mechanism will be in accordance with the price adjustment mechanism to fulfill the relevant procedures and information disclosure obligations.

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(5) the transaction to raise the matching funds of the shares issue price adjustment arrangements

During the period from the date of issue of the pricing date, the listed company shall pay dividends, dividends, capitalization of capital reserve, issuance of new shares or allotment and other ex-dividend and ex-dividend items. In addition, there are no other price adjustment arrangements.

(6) Intermediary verification opinions

After verification, independent financial adviser Haitong Securities, legal adviser Haorun lawyers that: the transaction price adjustment program set price adjustment conditions in line with the 'reorganization management approach' Article 45 of the provisions of the price adjustment trigger reasonable; (300180), the GEM (the 'Company'), the issuance price adjustment plan stipulated in Article 45 of the Measures for the Administration of Major Assets Reorganization of Listed Companies shall be clear, specific and practicable. (399006.SZ) and Wind China Securities Regulatory Commission rubber and plastic index (883126) has not yet reached the price adjustment trigger conditions, Huafeng ultra-fiber no adjustment of the transaction price of the arrangements; the transaction to raise funds matching the issue price There is no other price due to the ex-dividend ex-dividend payment of the issue price of the issuance price of the raised funds due to the ex-dividend and ex-dividend issue of dividend, bonus issue, capitalization of capital reserve, issuance of new shares or allotment Adjust the arrangement.

Fifth, the application materials show that the name of the assets of the history of a total of several capital increase and equity transfer. Which in 2016 January to April a total of a capital increase and four equity transfer. Please add your company to disclose: 1) Beijing Yi Ming in February 2016 and March after the transfer of the underlying assets of the equity, and in April 2016 two transfer of equity reasons and rationality. 2) the reason and reasonableness of the transfer of the equity interest in Dongjiao Jinqi in March 2016 after the transferee. 3) In April 2016, Beijing Yiming transferred the underlying assets of 4.85% of the underlying assets to Cai Xiaoru and Zhongshan, and at the same time the reasons for the 5.01% of the underlying assets held by Dan Dan and the reasons for the difference in the transfer price. Ask the independent financial adviser and the lawyer to verify and express a clear opinion.

Reply:

(A) Beijing Yi Ming in February 2016 and March after the transferee of the underlying equity, and in April 2016 two transfer of ownership reasons and rationality

twenty one

1, Beijing Yi Ming in February 2016 subject value of the transferee of the assets

Beijing Yi Ming as a major investment in the Internet industry investment fund, which for the Internet industry has a certain depth of understanding and understanding of its Weifu Tong company value, the development model has a clear understanding and strong confidence. In view of the original shareholders of the transfer held by the original shares of Weifu Tong, and Beijing Yi Ming made the transfer of the equity transfer to the satisfaction of the purchase price, agreed by the shareholders, Mo Shuzhen, Shanghai fast camp, Come Investments to Beijing Yiming to transfer their respective shares held by Weifu Tong. The transfer of equity is Beijing Yi Ming based on its understanding of Weifu Tong business model, the trust of Weidong technical strength, the Wealth of the current business conditions and future profit recognition, the overall domestic market space optimistic Made independent investment decisions, with commercial rationality.

2, Beijing Yi Ming in March 2016 transferee the subject of equity assets

Weifu Tong in January and February 2016 transaction volume growth, driven by Wealthy revenue and profit growth. To March 2016, Granville Fortune in the number of signed merchants, transaction amount, operating income, net profit and other indicators have been more obvious growth. Business development improved the Weifu shareholders for Weifu Tong value of the expected, and thus led to Weifu Tong valuation rise. In February 2016, the shareholders Mo Shuzhen, Luo Ping and Ma Song, in the hatching on the 3rd because of their own investment style and return requirements, proposed to raise the transaction price under the premise of the then wealthy pass the transfer of equity To achieve its return requirements, and then transferred to the holding of all the shares of Weifu Tong, to achieve its investment income. For the consideration of Weifu Tong's ownership structure, Beijing Yi Ming has a clear understanding of Weifu Tong's development model and believes that Weifu Tong will develop better and the valuation will rise further and make a decision The equity transfer of the transferor to meet the purchase price, by the Wealthy shareholders consensus, by the shareholders of Beijing Yiming transferee part of the shares.

The equity transfer is Beijing Yiming based on Wealthyong has achieved the operating results, the future business performance of the huge growth space, Granville Fortis and bank cooperation in the first-mover advantage, Weifu Tong technical strength of the continuous improvement Made independent investment decisions, with commercial rationality.

3, 2016 in April the first share transfer case

Beijing Yi Ming as an institutional investor, to achieve value-added benefits is the fundamental goal of its investment. Due to the rapid growth of the valuation of Weifu Tong, potential investors in the market for Wealth's recognition has been much higher than Beijing Yi Ming Weidong equity acquisition of the historical cost, and Beijing Yi Ming investment several times before the capital increase And after the transfer of shares has been holding Weifu Tong 25.30% stake, holding a higher proportion of its funds to spend more funds, and its fund rolling investment strategy there is a certain contradiction. Beijing Yi Ming to ease the financial pressure on the Fund and for the return on investment considerations, intends to transfer part of Granville shares. Since then, Beijing Yi Ming and optimistic about the development of new shareholders Fortune, the new shareholders Yuxiang, the new shareholder Deng Zhenuo, the new shareholders Lin Songbo has negotiated equity transfer related matters, and has reached the transfer intention. The equity transfer is Beijing Yiming based on its own financial pressure and for the return on investment and make independent investment decisions, with commercial rationality. After the transfer was completed, Beijing Yi Ming still holds a stake of Fortune 600.8, which is still one of the important shareholders of Weifu Tong. Beijing Yi Ming has not changed its attitude of Weifu's future business development.

twenty two

The new shareholders have a certain equity investment experience, and according to their own investment analysis, optimistic about the long-term development of Weifu Tong, willing to pay the corresponding transaction price shares Wealthy.

4, 2016 in April the second share transfer situation

(1) Beijing Yiming transferee Dan Dan Granville Fortune 5.01% stake

Due to the new foreign investors to the future of Beijing Yiming proposed a reasonable price to buy some of its shares held by Weifu Tong, for the Fund to obtain return on investment, to achieve value-added income needs, and fund investors dividend requirements, Beijing Yi Ming decided to transfer part of the equity.

Beijing Yi Ming's shareholding in Weifu Tong dropped significantly after Beijing Yi Ming had transferred some of its shares in Weifuotong because of the need to cooperate and balance short-term investment positions. At the same time, based on the analysis of the industry and the development of the company, it is expected that the future will be faced with more strategic opportunities, and there will be more room for development. Therefore, Beijing Yi Ming proposed to the appropriate valuation Fortis equity interest. In consultation with Khitan, in view of the long-term cooperation between the two sides, the sharing of resources considerations, the two sides in late March 2016 to reach an intention, by the Dan Dan to 149,608.03 million valuation based on the transfer of Beijing Yi Ming 5.01% stake in Weidong.

(2) Beijing Yi Ming to Cai Xiaorui and Zhongshan slightly transferred to Fortune 4.85% stake

Cai Xiaorui listed company Zhongshan Dahua Intelligent Technology Co., Ltd. the actual controller, Zhongshan slightly as a major investment in science and technology enterprises investment fund. Since 2015, Cai Xiaorui and Zhongshan are far from continuing to focus on the development of Internet-related industries, and has invested in a number of Internet software companies, with a deeper industry experience and capital strength.

twenty three

Since 2015, Cai Xiaorui and Zhongshan micro-long-term concern Weifu Tong's business development, and gradually express the intention of investment Wealthy. Since then, based on the results of the commercial negotiations and the development of Wealthy's performance, Cai Xiaorui and Zhongshan Weifang and Weifu existing shareholders to invest in Weifu Tong prepared a clear agreement, agreed by Beijing Yi Ming to Cai Xiaorui and Zhongshan Transfer of Fortune 4,500% stake.

The transfer of equity is Beijing Yi Ming based on Weifu Tong has achieved business results, the future business performance of the huge growth space, Granville Fortis and bank cooperation in the first-mover advantage, Weifu Tong technical strength of the continuous improvement, Combined with its own financial pressure and for the return on investment to consider, taking into account the independent investment decision-making, are market-oriented business behavior, the parties to the transaction agree with the value of the relevant transactions, related transactions with commercial rationality. The transfer of equity and Beijing Yiming optimistic about the future development of Wealthy's attitude is not contradictory.

(2) Dongjin Jinqi transferred the equity in April 2016 after the transferee in March 2016

Reason and reasonableness

1, 2016 March entrusted Weifang equity

In January and February 2016, wealth's revenue and profit growth, business development in good condition, driven its valuation rose. In February 2016, shareholders Mo Shuzhen, Luo Ping and Ma Song, in the hatching on the 3rd because of its own investment style and return requirements, proposed to transfer its holdings of all the shares of Weifu Tong, to achieve its investment income. Due to Beijing Yi Ming and Oriental Jinqi Granville Fortune's development model has a clear understanding and strong confidence that Weifu Tong will have a better development, and made the transfer of the equity transfer to the satisfaction of the purchase price, by the prestige Fortune shareholders agreed by the shareholders of Beijing Yi Ming, Oriental Jinqi transferee the above shares. Among them, shareholders Mo Shuzhen, Luo Ping of the transaction negotiations completed in mid-February, Ma Song, in the hatch on the 3rd of the negotiations to complete the time for the beginning of March. As the equity transfer, the different transactions of the other party to complete the time difference between the negotiations, and during the Weifu Tong performance growth faster, so the transfer price between the different transactions there are some differences, Wealthy's corresponding valuation were 80,000 million Yuan (Mo Shuzhen transfer to Beijing Yi Ming, Luoping to the East Jinqi transfer) and 100 million yuan (Ma Song to the East Jinqi transfer, Ma Song to Beijing Yi Ming transfer, in the hatch on the 3rd transfer to Beijing Yi Ming) The

2, 2016 in April to transfer Weifu equity

Eastern Jinqi The reason for the transfer of Weifu equity is as follows: First, the East Jinqi its investment strategy and direction as the main investment in the start to the mid-development of the enterprise. To April 2016 Weifu Tong's business model has been more mature, the company has entered a mature stage of development, continue to hold Granville shares and its investment strategy is not consistent. Second, at that time Wealthy's valuation has been more substantial than the East Jinqi investment increased, so it produced the need to achieve investment income.

twenty four

Consistent with the agreement, the East Jinqi decided to transfer to Cai Youdi its holdings of all rights and interests of Fortis. As the proportion of the transfer of shares as high as 18.12%, the amount involved, Oriental Jin Qi and Cai Youdi agreed in this equity transfer agreement agreed to other shares over the same period, the appropriate transfer of equity transfer to Weifu Tong Of the valuation. Finally, the valuation of the equity transfer to determine the 132,999,900 yuan, compared with the East Jin Qi million.

In March 2016, the valuation of the two transferee shares was increased by RMB 52,999,900, 32,999.99

According to the instructions provided by Oriental Kim Kiu and interviews with Dong Jinqi Executive Partner Chen Qinqi, Oriental Jinqi was entrusted to Weidong shares in March 2016. In April 2016, the transfer of Weifu Tong equity was based on East Jinqi's investment strategy, Weifu Tong valuation growth, as well as the East Jinqi to achieve the requirements of investment income and make decisions, with reasonable.

(3) In April 2016, Beijing Yiming transferred the underlying assets of 4.85% of the shares to Cai Xiaoru and Zhongshan, and at the same time the reasons for the 5.01% of the underlying assets held by Dan Dan and the reasons for the difference in the transfer price

'April 2016 Beijing Yiming transferred the underlying assets of 4.85% of the shares to Cai Xiaoru and Zhongshan slightly far, while the subject of fresh Dan holding the underlying assets of 5.01% of the shares of the reasons' see this reply 'Question 5 / (a) Beijing Yi Ming in February 2016 and March after the transfer of the underlying assets of the equity, but also in April 2016 two transfer of ownership of the reasons and rationality / 4,2016 April the second transfer of equity instructions.

The reasons for the difference in the two share transfer prices are as follows:

1, Beijing Yiming transferee Dan Dan Granville Fortune 5.01% stake

The corresponding valuation of 5.01% stake in Weidong Fortune of Beijing Yi Ming was RMB149,608.03 million, and the two parties reached their intention in late March 2016. Since then, due to the reasons for the Timan schedule, the transfer did not in late March 2016 to complete the relevant notarization and industrial and commercial changes, industrial and commercial changes to complete the time extension to April 25, 2016. The transfer and Yoguang Hing, Deng Zhenuo, Lin Songbai related equity transfer transactions over the same period to complete the negotiations, the same period to determine the valuation of the transaction 150 million yuan. Compared with the valuation of the same period the valuation of 150 million yuan for the Dan Dan based on long-term cooperation between the two sides given the valuation concessions given.

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2, Beijing Yi Ming to Cai Xiaorui and Zhongshan slightly transferred to Fortune 4.85% stake

Beijing Yi Ming to Cai Xiaoru and Zhongshan slightly transferred to Fortune 4.85% stake in the corresponding valuation of 170,000 million, the two sides in early March 2016 to reach an initial intention, in April 13, 2016 to formally determine the investment agreement, at 2016 April 25 to complete the industrial and commercial changes, the transaction price for the transaction based on Weifu Tong's business performance and development prospects, agreed to determine. As the transaction time of the transaction and the signing of the agreement with the previous transfer of shares compared to late, so accompanied by Weifu Tong performance growth, transaction valuation has increased.

(4) Intermediary verification opinions

After verification, independent financial adviser Haitong Securities, legal adviser Haorun lawyer said: listed companies have added disclosure of Beijing Yi Ming in February 2016 and March after the transferee of the underlying equity interest, and in April 2016 two transfer of equity Reason and rationality; Dongjin Jinqi in March 2016 after the transferee equity, but also in April 2016 transfer of equity reasons and rationality; April 2016 Beijing Yi Ming transferred the underlying assets of 4.85% of the shares to Cai Xiaorui and Zhongshan The reasons for the 5.01% of the underlying assets held by the company, and the reasons for the difference in the transfer price. The transfer of the above equity is reasonable.

6, please add your company to disclose: 1) the standard assets in April 2016 two equity transfer, the transferee whether the actual transfer of equity transfer and the transferee's source of funds. 2) whether there is any other agreement or arrangement for the aforesaid equity transfer. Ask the independent financial adviser and the lawyer to verify and express a clear opinion.

Reply:

(A) the underlying assets in April 2016 two equity transfer, the transferee whether the actual transfer of equity transfer and the transferee's source of funds

1, the transferee actually delivered the equity transfer situation

After verification, the underlying assets of the tender in April 2016 equity transfer, the affected parties have been through the bank transfer to pay the full amount of equity transfer, the specific payment as shown in the table below:

Unit: million

Order payment recipient date of payment payment bank receipt bank amount

The number of people

26

1 on the net Beijing Yi 2016 on May 4, China Merchants Bank Co., Ltd. CITIC Bank Beijing 1,900.00

Ming Division Shanghai Zhangjiang Branch Jinyun Building Branch

January 22, 2016 Bank of China Shanghai Zhongyin CITIC Bank Beijing 4,050.00

2 Yoguang Beijing Yi Building Branch Branch Jinyun Building Branch

Xing Ming March 28, 2016 Bank of Communications Shanghai Jinsha River CITIC Bank Beijing 2,900.00

Road Branch Jinyun Building Branch

3 Lin Song Beijing March 20, 2016 China Minsheng Bank shares CITIC Bank Beijing 1,500.00

Pui Ming, April 12, 2016 Company Limited Quanzhou Qingmeng Branch Jinyun Building Branch

March 24, 2016 Shanghai Pudong Development Bank Gold CITIC Bank Beijing 2,625.00

4 Deng Zhen Beijing Yi Bridge Branch Jin Yun Building Branch

Guoming 20 April 20 Shanghai Pudong Development Bank Hong Zhongxin Bank Beijing 2,625.00

Branch branch of Jinyun Building Branch

April 6, 2016

April 7, 2016 3,639.50

5 Cai Youdong Fang Jin April 16, 2010 Agricultural Bank of China Wenzhou Rui Industrial and Commercial Bank of China 4,000.00

Chi Qi 2016 年 16 月 13 日 An Xin Cheng Branch Shenzhen Fu Hong Branch 7,000.00

April 13, 2016, 7,000.00

April 14, 2016, 459.30

6 Cai Xiao Beijing Yi 2013 年 16 月 13 日 China Merchants Bank Co., Ltd. CITIC Bank Beijing 2,500.00

May 5, 2016 Division Sun Yat-sen Branch, Yamamoto Branch 1,750.00

7 Zhongshan BeiYi April 18, 1816 China Construction Bank shares CITIC Bank Beijing 2,000.00

Minimendae May 5, 2016 Limited Company Siu Lam Branch Jin Yun Building Branch 2,000.00

8 Beijing Min Dan May 17, 2016 CITIC Bank Beijing Jinyun Great China Merchants Bank Shenzhen 3,750.00

On May 20, 2016, the new branch of the branch of the new branch of Hong Kong is 2,304.33

Note: Xiao Dan to Beijing Yiming transfer of equity, equity transfer total of 75.5 million yuan, of which Beijing Yi Ming withholding stamp duty paid 37,500 yuan, personal income tax 14.4192 million yuan, the actual payment of 60.454 million yuan equity transfer.

2, the transferee's source of funds

The above-mentioned equity transfer involves the netting party, Yoguang Hing, Lin Songbai, Deng Zhenguo, Cai Youdi, Cai Xiaoru, Zhongshan Xiaoyuan, Beijing Yiming are the counterparty of the transaction, which is used to pay the equity transfer Capital is its own funds.

All transactions of the transaction each other have made the following commitments:

'1. I legally hold the shares of Weifu Tong, the ownership of these shares have complete and effective ownership;

2. Weifu Tong's previous capital contributions are real, already in place in full;

3.本人对威富通股权出资或支付购买威富通股权的对价均系自有资金,不存在受他人委托或信托代为持股的情形,亦不存在其他利益安排;

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4.本人持有的威富通股权权属清晰,不存在纠纷或者潜在纠纷,不存在影响威富通合法存续的情形。

5.威富通目前不存在尚未了结的或可预见的针对其主营业务或主要资产的

重大诉讼、仲裁或行政处罚。 '

(二)上述股权转让事项有无其他协议或安排

上述股权转让事项除当事人签订的《股权转让协议》外,不存在其他协议或安排。上述股权转让各方当事人签订的《股权转让协议》均经过公证或见证,系当事人真实意思的表示;交易对方均已承诺:"其持有威富通的股权未设置抵押、质押、留置等任何担保权益,也不存在任何可能导致上述股权被有关司法机关或行政机关查封、冻结、征用或限制转让的未决或者潜在的诉讼、仲裁以及任何其他行政或者司法程序。其持有的上述股权不存在限制或者禁止转让、代为持有等情形。其对威富通股权出资或支付购买威富通股权的对价均系自有资金,不存在受他人委托或信托代为持股的情形,亦不存在其他利益安排。"

(三)中介机构核查意见

经核查, 独立财务顾问海通证券、 法律顾问海润律师认为: 上市公司已补充披露威富通 2016 年 4 月的两次股权转让中受让方交付股权转让款情况以及受让方的资金来源情况。根据威富通提供的资料、相关当事人出具的承诺、付款凭证及对相关当事人的访谈,上述股权转让款均系当事人自有资金,且均已足额支付,上述股权转让事项不存在其他协议或安排。

七、 申请材料显示,标的资产的主营业务是移动支付领域的软件技术服务和增值业务。请你公司: 1)结合行业监管相关政策,补充披露报告期内标的资产的合规运营情况。 2)结合行业监管政策,补充提示本次交易相关风险。请独立财务顾问和律师核查并发表明确意见。

回复:

(一)结合行业监管相关政策,补充披露报告期内标的资产的合规运营情况。

根据中国证监会 2012 年发布的《上市公司行业分类指引》,威富通所处行业属于软件和信息技术服务业(I65)。 威富通所处软件与信息技术服务行业的主管部门为国家工业和信息化部。 报告期内,威富通作为软件公司,曾涉及从事无资质的资金清分业务,具体情况如下:

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1、 二清业务产生的背景

在移动支付交易的结算环节中,第三方支付公司先将交易款结算给一家未取得《支付业务许可证》的无证机构,再由该无证机构结算给具体商户的模式称为二清模式。在二清模式下,无证机构进行的资金结算业务被称为二清业务。

我国移动支付行业尚处于初期发展阶段,无证机构开展二清业务的现象曾在行业内普遍存在。造成这一现象的原因主要有以下两点:首先,从事二清业务的无证机构为了增加收益及对商户的把控力度,人为增加资金清算环节,从而获得较高的手续费分成;其次,随着接入第三方支付公司的商户数量迅速扩张,资金对账、结算的工作量大大增加,导致较多第三方支付公司无法在发生交易的 T+1日及时为商户结算资金。由于商户无法及时收款,第三方支付公司提供的移动支付功能出现了用户体验下降的情况。为了不影响业务的发展,部分第三方支付公司将结算工作外包给了无支付牌照的机构进行二次清分。

威富通在业务发展的初期阶段,除在向商户提供软件技术服务及增值业务外,也 曾协助部分第三方支付公司开展了不合规的二清业务。威富通涉及二清业务的主要原因为解决部分商户无法在 T+1 日及时收到结算款的问题。通过核查威富通二清模式下与商户签订的技术服务协议、资金转账凭证等资料,威富通在交易当天收到第三方支付公司划转的资金后,以 T+1 日为结算周期(遇法定节假日顺延),通过网上电子划款转账的方式,将相应的交易款扣除技术服务费后,划转到商户提供的指定账户中。因此,报告期内威富通涉及的不合规二清业务资金未在其资金账户上长时间停留,交易款不存在资金沉淀的情况,不存在威富通资金账户因开展违规二清业务形成资金池的情形。

2、 监管机构对二清业务的整治工作

二清业务模式为移动支付行业的发展带来了诸多隐患,监管机构无法对资金流实施有效管理,增加了交易结算违约的风险。

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2016 年 4 月 14 日,为了规范移动支付市场整治二清业务,中国人民银行印发了《非银行支付机构风险专项整治工作实施方案》(以下简称"方案"),方案对于二清业务提出了明确的整改期限和计划。方案要求对于无支付牌照的机构开展支付业务进行"深入排查,制定方案,排查梳理无支付牌照机构名单及相关信息,根据排查情况制定专项整治方案"。要求排查工作需于 2016 年7 月底前完成。方案提出"根据无证机构业务规模、社会危害程度、违法违规性质和情节轻重分类施策。对于业务量小、社会危害程度轻、能够积极配合监管部门行动的无证机构,可给予整改期,限期整改不到位的,依法予以取缔;对于业务规模较大、存在资金风险隐患、不配合监管部门行动的无证机构,依法取缔"。

3、 威富通对自身二清业务的整治工作

威富通为了解决二清业务的合规性问题并且明确自身软件技术服务商的主营业务定位,在 2016 年 4 月 14 日中国人民银行印发《非银行支付机构风险专项整治工作实施方案》 前,威富通已于 2015 年 6 月开展银行模式业务,为银行及银行旗下的商户提供移动支付技术服务,商户的资金结算由银行负责。开展银行模式业务后,威富通开始逐步清理原有二清模式下的商户, 将原有商户拓展到签约银行旗下, 威富通只负责商户 的技术服务及增值服务,银行作为传统金融机构由于具有强大的资金结算能力,从而解决了原有部分商户无法在 T+1 日收到结算款的问题。截至 2016 年 6 月,威富通已在中国人民银行规定的整改期限前全面停止了二清业务,原有二清业务模式下与商户签订的合同也已全部终止,按照监管机构的要求在规定期限内完成了对自身业务的整改。

另外,本次交易的交易对方鲜丹、蔡友弟、北京奕铭、王彤、尤光兴、邓振国、蔡小如、中山微远、于净、叶成春已签署《关于威富通合法经营的承诺》,承诺:"本次交易完成后,如威富通因本次交易完成前已存在的事实受到行政处罚或引发诉讼、仲裁而遭受损失的,本人/本企业将对威富通前述损失进行及时、全额补偿。对于前述补偿,本人/本企业与其他交易对方将承担连带责任"。

除以上事项外,威富通报告期内主营业务无其他不合规情况。

综上所述,威富通能够积极按照监管机构的要求在规定期限前完成违规二清业务的整改工作,并且在报告期内二清业务主要为解决商户的及时结算问题,并没有在威富通资金账户上形成资金池构成重大的潜在法律风险,同时主要交易对方也已就威富通二清业务的潜在法规风险签署相关保障措施承诺,因此通过此次交易将威富通纳入上市公司,不存在政策及法律障碍。

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(二)行业监管政策风险

尽管软件与信息技术服务业属于国家鼓励发展的战略性、基础性和先导性支柱产业,国务院及有关部门颁布了鼓励软件产业发展的一系列优惠政策,为行业发展建立了良好的政策环境;同时,银行业的转型需求也为标的公司所在行业创造了发展机遇。但是,由于国内移动支付行业、银行业受政府监管影响较大,如果行业监管政策出现不利于标的公司业务发展的变化,则将对其生产经营造成不利影响,提醒投资者注意行业监管政策的变化对于本次交易的影响及相应的投资风险。

(三)中介机构核查意见

经核查, 独立财务顾问海通证券、 法律顾问海润律师认为: 上市公司 已结合行业监管相关政策,补充披露了报告期内标的资产的合规运营情况。威富通能够积极按照监管机构的要求在规定期限前完成违规二清业务的整改工作,并且在报告期内二清业务未在威富通资金账户上形成资金池构成重大的潜在法律风险,同时主要交易对方也已就威富通二清业务的潜在法规风险签署相关保障措施承诺,因此通过此次交易将威富通纳入上市公司,不存在政策及法律障碍,并且威富通报告期内主营业务不存在其他不合规的情况;上市公司已结合行业监管政策,补充提示本次交易相关风险。

八、 请你公司补充披露: 1 )标的资产是否涉及提供借贷或融资职能的金融业务,是否通过非公开或公开募集资金的方式进行投资或垫资,是否涉及资金池,是否为客户提供信用支持等类金融业务。 2)标的资产从事的业务是否符合相关行业主管部门的法律法规和政策规定,是否存在未取得资质、变相从事金融业务的情形。 3)标的资产为防范上述风险建立的风险管控机制。请独立财务顾问和律师核查并发表明确意见。

回复:

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(一)标的资产是否涉及提供借贷或融资职能的金融业务,是否通过非公开或公开募集资金的方式进行投资或垫资,是否涉及资金池,是否为客户提供信用支持等类金融业务。

威富通主营业务为移动支付领域的软件技术服务及增值服务,本身不涉及提供借贷或融资职能的金融业务,未通过非公开募集资金的方式进行投资或垫资,未形成资金池,未为客户提供信用支持等类金融业务。

1、 威富通的主要产品和服务

威富通成立于 2006 年,主营业务定位为移动支付领域的软件技术服务商及增值业务提供商。威富通以其自主开发的云平台软件系统结合 SaaS 商业模式,向银行、第三方支付公司、商户等移动支付行业的主要参与方提供技术加营销的一站式行业解决方案。

( 1 ) 技术服务产品

1 ) 移动支付云平台

威富通自主开发的移动支付云平台,其中包含三部分:银行移动支付管理云平台、威富通移动支付网关、威富通商户 O2O 云平台,主要适用对象为银行及大型商户,云平台为用户提供多种移动支付业务接入和管理服务,同时威富通还负责相应的系统部署、测试、培训等相关技术服务。

2) SPAY 软件

SPAY 软件是威富通针对小微商户开发的一款便捷的收款终端应用,以微信支付、支付宝支付、 QQ 钱包等主流第三方支付工具作为收款方式,而且集合了交易流水、统计报表等多种服务模块,可解决商户的支付收银、交易管理、报表统计等需要。

(2)增值服务

1 )移动营销

威富通围绕微信的社交功能,利用微信公众号为商户制定移动营销合作方案,帮助商户向粉丝传播具有价值的谈资话题或营销活动,与用户进行互动。

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2)移动商城

威富通以微信公众号为载体,围绕客户营销、商业服务等环节,为商户提供了 O2O 全流程的移动商城合作方案。

3)行业应用解决方案

威富通针对不同的行业,为大型企业提供定制化的移动支付接口及营销解决方案,包括:交通行业、教育行业、快递行业等。

根据威富通开发的产品和提供的各类服务,其经营范围符合威富通营业执照上的经营范围。根据威富通营业执照信息,威富通所从事业务的经营范围包括:"移动互联网软件开发及运营维护;计算机软件、信息系统的开发、销售、设计、集成、运行维护;信息技术咨询;文化活动策划;经济信息咨询;经营进出口业务;从事广告业务;国内贸易;经营电子商务;自有房屋租赁;计算机、软件及辅助设备的销售。(以上均不含法律、行政法规、国务院决定规定需前置审批和禁止的项目)"。 因此,威富通所从事业务不涉及类金融业务。

2、 主营业务模式

银行模式是威富通目前的主要业务模式,作为银行的技术服务商,威富通的主要义务为:以其自主开发的移动支付云平台软件系统为银行以及商户提供包括平台搭建、移动支付接入、交易数据传输、系统运营、市场拓展及客户服务等一套完整的移动支付解决方案。威富通的主要权利为:通过为银行及银行商户提供技术服务,向银行收取技术服务费。在此模式下,数据流、资金流示意图如下所示:

银行模式数据、资金流程图

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根据上图所示,威富通仅负责数据流的处理而不负责处理用户、商户、第三方支付公司及银行间的资金往来,因此威富通主营业务不涉及资金流。

威富通在业务发展的初期阶段,除在向商户提供软件技术服务及增值业务外,也 曾协助部分第三方支付公司开展了不合规的二清业务。威富通涉及二清业务的主要原因为解决部分商户无法在 T+1 日及时收到结算款的问题。通过核查威富通二清模式下与商户签订的技术服务协议、资金转账凭证等资料,威富通在交易当天收到第三方支付公司划转的资金后,以 T+1 日为结算周期(遇法定节假日顺延),通过网上电子划款转账的方式,将相应的交易款扣除技术服务费后,划转到商户提供的指定账户中。因此,报告期内威富通涉及的不合规二清业务资金未在其资金账户上长时间停留,交易款不存在资金沉淀的情况,不存在威富通资金账户因开展违规二清业务形成资金池的情形。威富通按照监管机构的要求在规定期限内完成了对自身业务的整改,具体包括威富通已在中国人民银行规定的整改期限前全面停止了二清业务,原有二清业务模式下与商户签订的合同也已全部终止。

经核查威富通的工商登记资料、银行流水、对威富通员工及部分客户和供应商进行了访谈,除按照《公司法》等法律法规规定并已在工商行政机关登记备案的增资行为外,威富通不存在通过非公开或公开募集资金的方式进行投资或垫资的情形。

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综上,威富通从事的业务符合法律法规和政策的规定,不存在涉及提供借贷或融资职能的金融业务、通过非公开或公开募集资金的方式进行投资或垫资、涉及资金池、为客户提供信用支持等类金融业务或变相从事金融业务的情形。

(二)标的资产从事的业务是否符合相关行业主管部门的法律法规和政策规定,是否存在未取得资质、变相从事金融业务的情形。

威富通主要从事提供移动支付领域的软件技术服务及增值服务,无需取得资质证书或行政许可,符合相关行业主管部门的法律法规和政策规定,不存在变相从事金融业务的情形;除历史上曾存在的二清业务外,威富通不存在未取得经营资质的情形。

威富通为了解决二清业务的合规性问题并且明确自身软件技术服务商的主营业务定位,在 2016 年 4 月 14 日中国人民银行印发《非银行支付机构风险专项整治工作实施方案》 前,威富通已于 2015 年 6 月开展银行模式业务,为银行及银行旗下的商户提供移动支付技术服务,商户的资金结算由银行负责。开展银行模式业务后,威富通开始逐步清理原有二清模式业务。在银行模式下威富通只负责数据流的处理,为银行及商户提供技术服务和增值服务。截至 2016 年 6 月,威富通已在中国人民银行规定的整改期限前全面停止了二清业务,原有二清业务模式下与商户签订的合同也已全部终止,按照监管机构的要求在规定期限内完成了对自身业务的整改。

另外,本次交易的交易对方鲜丹、蔡友弟、北京奕铭、王彤、尤光兴、邓振国、蔡小如、中山微远、于净、叶成春已签署《关于威富通合法经营的承诺》,承诺:"本次交易完成后,如威富通因本次交易完成前已存在的事实受到行政处罚或引发诉讼、仲裁而遭受损失的,本人/本企业将对威富通前述损失进行及时、全额补偿。对于前述补偿,本人/本企业与其他交易对方将承担连带责任"。

(三)标的资产为防范上述风险建立的风险管控机制

银行模式为威富通的主要业务模式,威富通与银行签订的技术服务协议中明确约定,威富通仅负责提供技术服务,不负责资金清算,明确了自身在业务关系中的权利和义务。且银行自身具有完善的风控和监管体系,银行合作的技术服务商需符合严格的监管要求,其在与威富通合作过程中也会对威富通及其所提供的服务内容进行审核,以确保双方的合作符合中国人民银行、中国银行业监督管理委员会等主管机关的监管要求。

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从内部管理方面,威富通已聘请专职法务人员,对其日常经营的合规性进行确认,以确保其经营符合各项法律、法规的要求。威富通对其不同部门及其下属不同小组人员设置了不同的服务器操作权限,员工仅可对其职权范围内的内容进行操作,且必须通过威富通指定的 IP 登录服务器,并且服务器会自动生成日志,记录登录人员账号及其所进行操作的内容,以防范可能存在的操作风险。 此外,在资金使用的内部控制制度方面,威富通根据内部《资金管理制度》,对资金的使用进行管理和监督,以保障资金使用的合规与安全,并保证不存在涉及提供借贷或融资职能的金融业务、通过非公开或公开募集资金的方式进行投资或垫资、涉及资金池、为客户提供信用支持等类金融业务或变相从事金融业务的情形。

(四)中介机构核查意见

经核查, 独立财务顾问海通证券、 法律顾问海润律师认为: 威富通从事的业务符合法律法规和政策的规定,不存在涉及提供借贷或融资职能的金融业务、通过非公开或公开募集资金的方式进行投资或垫资、涉及资金池、为客户提供信用支持等类金融业务或变相从事金融业务的情形;除历史上曾存在的二清业务外,威富通不存在未取得经营资质的情形;威富通已根据其经营需要建立风险管控机制。

九、 申请材料显示,本次交易完成后,上市公司将以双主业发展,在原有主营业务超纤材料的生产及销售外,向移动支付软件服务业务拓展。请你公司:1 )结合财务指标,补充披露本次交易完成后上市公司主营业务构成、未来经营发展战略和业务管理模式。 2)补充披露本次交易在业务、资产、财务、人员、机构等方面的整合计划、整合风险以及相应的管理控制措施。 3)补充披露上市公司主营业务多元化的经营风险及应对措施。请独立财务顾问核查并发表明确意见。

回复:

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(一) 结合财务指标,补充披露本次交易完成后上市公司主营业务构成、未来经营发展战略和业务管理模式

1、本次交易完成后上市公司主营业务构成

根据立信会计师事务所出具的《备考审阅报告》,本次交易模拟实施后,上市公司 2015 年度、 2016 年 1-10 月 的分项目主营业务收入情况如下:

单位:万元

2016 年 1-10 月 2015 年度

序号 项目 主营业务 占比 毛利率 主营业务Accounting for gross margin

Income income

1 ultrafine synthetic leather 31,712.97 22.79% 11.49% 37,281.05 31.40% 15.10%

2 Ultrafiber Plain Undercoat 38,537.51 27.70% 23.00% 37,909.99 31.93% 30.36%

3 suede 33,810.54 24.30% 28.40% 32,962.66 27.77% 36.94%

4 Material Sales 1,607.61 1.16% 52.81% 226.03 0.19% -3.37%

5 Recycling of used materials 3,512.73 2.52% 21.39% 5,316.08 4.48% 22.03%

6 Mobile payment points 29,295.51 21.06% 57.26% 4,538.00 3.82% 72.10%

7 Technology Development Services 457.15 0.33% 79.28% 442.50 0.37% 76.82%

8 Other income 198.80 0.14% -38.83% 39.99 0.03% 27.73%

Total 139,132.82 100.00% 29.30% 118,716.29 100.00% 34.71%

The original income of listed companies mainly from the ultra-fiber synthetic leather, ultra-fiber ordinary undercoat, suede, material sales and waste materials to recover. Weifu Tong's revenue comes mainly from mobile payment and technology development services. Weifu Tong's income accounted for the proportion of total income after the merger, but the gross margin was significantly higher than the original business of listed companies, thus further enhancing the profitability of listed companies.

2, the future business development strategy and business management model

The next two years, the company will be included in the company's strategic planning on the basis of the company will be a reasonable allocation of resources to promote the advantages of business platform to play a synergistic effect between each other.

(1) with the benefits of Fortis resources, open up B2C business

Listed companies main products for the ultra-fiber simulation leather, including the color pattern of different veneer leather and suede, the product mainly through the synthetic leather dealer sales to the downstream industry customers, and then by the downstream industry customers processed into leather products sold to End consumer. In the traditional business model, the listed companies only as the upstream superfine leather manufacturers, can not directly contact the terminal consumer market, the lack of end-consumer trends and demand for the depth of mining.

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In order to seek further development of the main business of listed companies, the company management has been interested in the original B2B business based on the further expansion of B2C business. Products, listed companies plan in the ultra-fiber simulation on the basis of leather, through the wisdom of factories and industry cooperation to create a way for customers to customize luggage, clothing, shoes, sofas, car seats and other leather products; sales, Development of online marketing platform, open up online sales business. Terminal consumers in the PC side, the mobile side of the online store selected leather color, style, texture and other styles, the company in the collection of personalized customer needs, and then through the wisdom of the factory processed into various types of leather products. For listed companies, will focus on home improvement soft package, car repair market, these two areas in-depth mining, according to consumer demand for personalized customization to meet the high-end market demand, so that the business terminal, will be further enrich, The company's main business, to promote the development of listed companies main business to a new level.

In the current context of consumer upgrades, consumer demand for customized products will be greatly improved. The company will take this transaction as an opportunity, with Weifu Tong's team advantage, technology accumulation, customer resources and Internet thinking, and gradually from the billions of ultra-fiber leather market to the trillion leather products market to enter. Weifu Tong is expected to support the business upgrade of listed companies in the following four areas:

1) platform design

Weifu Tong deep plowing mobile Internet software services, to provide customers with cloud platform design, mobile marketing, mobile mall, industry solutions and other value-added services. Weifu Tong can copy the past successful experience to the listed companies, for the listed companies to provide leather products business model planning, marketing strategy design, marketing cloud platform to build, maintain and upgrade, brand promotion and a set of solutions.

2) customer conversion

As of this feedback back to date, Wealth has accumulated more than 2 million businesses, the average daily consumer service more than 5 million, and is still high growth. Weifu Tong can provide listed companies based on the above-mentioned businesses and consumers of precision marketing, consumers and merchants will be converted into a listed company's customers, significantly reduce the cost of listed companies to obtain new customers.

3) team building

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Listed companies management team rooted in the original B2B business, the ever-changing consumer goods market is more limited, so need to inject with Internet thinking, mobile marketing capabilities of the new team, new talent to break through the existing bottlenecks to achieve new business expansion.

4) Strategic transformation

Listed companies can upgrade to traditional industries by means of Weifu Tong to upgrade to industry 4.0, through the Internet technology to accelerate the consumer - intelligent factory - logistics and distribution between the interlinked and feedback to achieve 'Internet + modern manufacturing' intelligent production , In the production mode, management, products, services and other aspects of a comprehensive intelligence, training more efficient and more green new format, to promote further implementation of listed companies bigger, leading companies to internationalization and globalization.

(2) overseas market expansion

With the accumulation of production experience and R \u0026 D investment in the company, the company's products have to enter the conditions of overseas markets. But the current product is still dominated by domestic products, overseas market development, one of the main reasons that the company overseas marketing network construction is slow, high cost of the channel, lack of understanding of customer demand, the response is not timely. In view of the overseas market prospects, market space is huge, listed companies need to use the Internet team, the use of new ways to open up overseas markets.

To improve the above situation, listed companies plan to use Weifu Tong's own development capabilities and platform operating experience to help develop overseas network marketing platform to further improve the original overseas marketing network of listed companies to achieve online and offline channel marketing model. Through the Internet way to sell products directly to overseas customers, on the one hand can cover more overseas consumers, reduce channel costs; the other hand, the company through the network platform to collect and analyze customer needs, in order to continuously optimize their products and services.

(3) to enter the software services industry, the two main industry parallel development

On the one hand, the company will continue to reinforce and develop the production and sale of ultra-fiber materials as the core of the main business, and with the rapid development of downstream industries and applications continue to extend, to achieve the total demand for ultra-fiber material continued steady growth. At the same time by virtue of already have the production technology, customer resources and quality brand advantages, through continuous optimization of product structure, improve the industrial chain, expand the industrial layout of the way to further achieve steady growth in operating income, and efforts to build the company with high value Of the ultra-fiber industry leading enterprises.

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On the other hand, the company will take this transaction as an opportunity to expand to the software and information technology services industry, covering the mobile payment access services, mobile payment system development, mobile operations, mobile mall and industry custom mobile payment solutions Wait. The company will be based on the original main business, try to build a combination of traditional industries and emerging industries diversified development pattern, the initial realization of the company's two-wheel drive strategic development goals. This will help improve the company's asset quality, sustainable management and anti-risk ability, and make it an important profit growth point.

(4) to strengthen the company's products and services and operational capacity-building

The reorganization will also raise funds at the same time, after deducting the transaction agency fees and related taxes and fees and pay the transaction of the underlying assets of the amount of cash after the amount of about 26,084.97 million, will all be put into the subject of the project construction To achieve better integration benefits. After the implementation of this transaction, raise investment projects will be implemented immediately to gradually meet the needs of the company's personnel expansion, reduce the company's operating costs, improve the quality of the company's services, and enhance the company's ability to protect data and information security.

(5) to further strengthen the team building, pay attention to the absorption of talent, reserves and training

The company's industrial upgrading and the development of two-wheel drive, both in resource integration, technology development, production and operation, market development and other aspects of the management and technical personnel put forward higher requirements. The company will further strengthen the team building, continue to improve the technology, management personnel training system, and actively introduce management and technical aspects of high-end talent for the company to reserve and cultivate the future sustainable development of the necessary human resources team.

Business management model The original company and mobile payment software services will be managed separately, the company's business will be in the maintenance of existing management under the premise of stability, in accordance with the listed company management system, internal control standards.

(B) to supplement the disclosure of the transaction in the business, assets, finance, personnel, institutions and other aspects of the integration plan, integration risk and the corresponding management and control measures

Before the transaction, listed companies have been in accordance with relevant laws and regulations, the establishment of a standardized corporate governance structure and corporate management system, so that the independence of personnel, financial independence, institutional independence, independent assets, business independence. After the completion of the transaction, the listed companies will continue to improve the corporate governance structure and corporate management system according to the relevant laws and regulations and the requirements of the Articles of Association, and continue to maintain the independence of the listed company personnel, finance, institutions, assets and business, Shareholders' equity.

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1, the transaction in the business, assets, finance, personnel, institutions and other aspects of the integration plan

After the completion of this transaction, Weifu Tong will become a wholly-owned subsidiary of listed companies, listed companies will be in the original ultra-fine fiber synthetic leather research and development, production, sales and service business on the basis of increased mobile payment software services business, Try to build the traditional industry and the emerging industry diversified development pattern, the initial realization of the company's two-wheel drive strategic development goals. Weifu Tong will maintain its management and business continuity, in the operation and management to continue its autonomy. Weifu Tong's organizational structure and personnel are not subject to major adjustments, the existing management will remain stable.

Listed companies old and new business is mainly through the integration of resources and technical cooperation, and thus promote the company's main business to upgrade the development, but in the sales channels and customer resources and there will be no obvious overlap and cross. In view of the new and old business in the business type, management and other aspects do not have significant relevance and in the corporate culture, team management aspects of the differences, in order to ensure that the transaction is completed after the listing of companies rely on two-wheel drive to maintain healthy and rapid development, Listed companies in the market platform, channel resources and management system will give Weifu Tong full support, while listed companies will be in the corporate culture, business, management team, management system, corporate governance structure, financial and other aspects of business development needs of the subject The company to integrate, the specific integration plan is as follows:

(1) corporate culture integration plan

Mergers and acquisitions process, the listed companies will be an open attitude to the subject company employees, through effective control and full authorization of the combination, and strive to make the acquisition of the company to operate a smooth transition, rapid development.

After the completion of the transaction, the listed companies will strengthen the high-level strategic communication and middle-level business communication with the underlying company, organize the company's management and core technical personnel to visit, study, exchange and train the listed companies. Through mutual learning, communication, training, etc., so that the company's management and the core technical staff to better understand and agree with Huafeng ultra-fiber corporate culture, as soon as possible into the listed company system to achieve a win-win situation between the two sides. At the same time, listed companies will also retain and learn the company's advanced core corporate culture, and constantly optimize the enterprise management system, improve management efficiency, thereby further enhancing the core competitiveness of enterprises.

(2) business integration plan

After the completion of this transaction, listed companies will promote the original business and the underlying company's mobile payment software services business on the basis of synergies, will maintain the new and old business operations independence, in order to give full play to the original management team in different business The field of management level, to enhance their business performance of the plate, the common realization of the shareholders of listed companies to maximize the value.

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Listed companies will make full use of the advantages of listed companies platform, capital advantage, brand advantage and standardized management experience to actively support the development of Weifu Tong business, Weidong prepared a clear and clear strategic vision, and give full play to the existing potential , Vigorously expand the mobile payment software services business market share, to enhance business performance.

(3) management team integration plan

Listed companies fully recognize Wealth's management team, research and development team and other business team. After the completion of this transaction, Weifu Tong will become a wholly-owned subsidiary of a listed company, which will remain in the form of an independent legal entity. To ensure that wealth can maintain the relative independence of the Company's operations, the stability of the market position and the sustainability of the competitive advantage after the transaction, the listed companies will maintain the existing stability of the existing team of Wealth Management, giving the management a full development space , To Granville to grant a greater degree of autonomy and flexibility, to maintain its original business team and management style, and Weifu Tong business maintenance and expansion to provide adequate support. On this basis, the listed companies will enter the Granville Fortune with standardized management experience of the management staff, so that the subject matter of the transaction to meet the requirements of various types of listed companies.

Weifu Tong core management team Shandan, Wang Tong, Ye Chengchun has issued a 'executive commitment' to make the following commitments: '1. Weifu Tong sustainable development and competitive advantage, as a member of the core management team, Commitment to the service within 3 years after the completion of this transaction, and as much as possible for the Granville Fortune to create the best performance. 2. During my tenure and 24 months after leaving the company will comply with the relevant confidentiality and non-competition prohibition ' The Weifu Tong has signed the 'confidentiality and non-competition agreement' with the above-mentioned core management team.

Weifu has signed the 'Confidentiality and Non-competition Prohibition Agreement' with its core technical personnel Wang Wenxing, Zhou Deguo, Xiao Jia, Xiao Jianchen and Huang Jun. The agreement stipulates: 'During the term of office of Party A, Or in the two years after leaving (hereinafter referred to as 'competition limit'), Party B shall not be in the mobile payment and related industries with Party A production, operation of similar products or provide similar services to other enterprises, institutions, social groups as any Duties, including but not limited to shareholders, partners, directors, supervisors, managers, agents, consultants, etc .; not wholly or in cooperation with others to engage in any similar business, trade secrets related products and / or service production, (Including, but not limited to, direct or indirect holding of shares or share options, borrowings or shares of any party or party to Party A), and may not engage in any form of investment with any party or party Form a partnership, etc.) and may not compete with Party A in any other way or assist any individual or unit in competing with Party A. The scope of the restrictions is nationwide. '

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(4) management system integration plan

After the completion of this transaction, Weifu Tong will become a wholly-owned subsidiary of the listed company, its financial management, human resources, operational compliance and other aspects are required to meet the standards of listed companies. Listed companies will be combined with Weifu Tong's operating characteristics, business model and organizational structure of Weifu Tong original management system to adjust to a rich and standardized management experience as soon as possible to achieve Weifu Tong in corporate governance, so as to To meet the regulatory requirements of listed companies.

(5) the integration of listed companies on the corporate governance structure of the company

Listed companies have established the modern enterprise system with the corporate governance structure as the core according to the requirements of the relevant laws and regulations, and formed a more standardized company operation system, which has achieved independence, independent assets, financial independence, institutional independence and personnel independence. The actual controller of the listed company has issued a commitment to ensure that the listed company in accordance with relevant laws and regulations and the requirements of the Articles of Association to continue to improve the corporate governance structure and independent operation of the company management system, continue to maintain the company in business, , Financial, institutional, personnel and other aspects of independence, and effectively protect the interests of all shareholders. At the same time, listed companies will guide and assist Weifu Tong to strengthen their own system construction and implementation, improve the governance structure, strengthen the standardized management.

(6) financial consolidation plan

After the completion of this transaction, listed companies will be their own norms, a mature financial management system to further introduce to Fortune financial work, to strengthen the Weifu Tong's daily financial activities, budget implementation and other business guidance and supervision norms, to help It has established a sound financial accounting and internal control system which meets the requirements of listed companies, and further improves the efficiency of the overall fund utilization of listed companies and realizes the unified management and optimization of internal resources.

The Company shall, in accordance with the requirements of the listed company, provide timely accounting information and submit the financial statements so that the listed company can comprehensively and promptly and accurately understand the operation and financial situation of the underlying company. The listed company will also carry out the audit supervision of the subject company on a regular or irregular basis. At the same time, according to the needs of business development, listed companies will also be timely to strengthen the company's financial support to promote the overall scale of business expansion.

2, business integration risk and the corresponding management and control measures

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In order to achieve the diversified development of the company's industrial upgrading strategy, taking into account the principles of risk and profitability, the company from the future economic development trend, the national industrial policy orientation, industry development status, prospects and market demand and other aspects, select the software services industry In the mobile payment software services business as a new breakthrough in the company's future strategic development.

Although the company optimistic about the future development of mobile payment software services industry prospects, and this as an important part of the development of the company, but the subject of the transaction and the main business of listed companies and the original business belongs to different areas, the future management model And collaborative capacity still faces a certain test.

Weifu Tong's mobile payment software service industry itself has the characteristics of constantly updating technology and changing business model. Listed companies and Weifu Tong actively explore cooperation model, is committed to creating new profit growth point, combined with the listed company has established its own standardized management system, the company's management of new business integration management has a more clear idea. But still does not rule out the progress of the future integration and integration effect failed to achieve the expected risk, then the company may be the overall standard operation, financial performance and operating results adversely affected, investors are concerned about the above risks.

To reduce the integration risk of the underlying company and improve the efficiency of the reorganization, the Company will retain the existing management and management team and the main management structure of the Company, and strengthen the communication mechanism through the system, strengthen the communication mechanism, standardize the operation of the company, Continue to promote the existing integration plan; the other hand, the company will be in accordance with market changes, timely adjustment of strategic objectives, business development and integration plans to ensure the smooth implementation of the integration after the completion of the transaction.

(3) to supplement and disclose the diversified business risks and countermeasures of the main business of listed companies.

Listed companies mainly engaged in ultra-fine fiber synthetic leather research and development, production, sales and service business. Weifu Tong mainly engaged in mobile payment software services business. After the completion of this transaction, the listed company will hold 100% stake in Weifu Tong, cut into the mobile payment software services business. However, the listed companies have both business and the subject of the company engaged in the industry in the industrial policy, market competition and other aspects of the differences, if the listed company management system is not perfect, the management system is not functioning properly, may affect the listed company double main business Healthy development, resulting in a certain business diversification risk.

In order to effectively cope with the diversified business risks of the main business, the listed companies have formulated practical and feasible plans and management and control measures from the aspects of business, assets, finance, personnel and institutions, including ensuring the decision-making and control of major events, Management and management team stability, the subject of the company's strategic management, financial management into a unified management system of listed companies, the establishment of a sound and effective management of communication mechanisms. Listed companies to strengthen bilateral communication and effective integration on the basis of the use of its own platform advantages, brand, financial advantages and standardized management experience to support the follow-up development of the underlying company, and on this basis, give full play to the two sides in the strategy, channels and business Of the synergistic effect, reduce the risk of diversification, to maximize shareholder value.

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(4) Intermediary verification opinions

After verification, independent financial adviser Haitong Securities that: listed companies have combined financial indicators, additional disclosure of the transaction after the completion of the main business composition of listed companies, the future business development strategy and business management model; listed companies have business, assets, finance Personnel, institutions and other aspects of the development of a practical integration plan, analysis of the integration of risk, developed a corresponding management and control measures, and a supplementary disclosure; listed companies have diversified business risk and response measures were supplemented Disclosure.

10, the application materials show that in January 2016, Weifu Tong valuation of 235 million yuan, in April 2016, equity transfer price corresponding to the valuation has risen to 1.7 billion, faster value, the application of the main reason for the explanation Weifu Tong gradually establish its main business position, business development on the fast lane, operating in good condition and profitability continues to increase. Please include the company in the end of 2015 to 2016 the first half of 2016 operating data, including but not limited to the number of cooperative banks, the number of businesses, the amount of transactions, monthly operating income and net profit, further supplement the disclosure of the first half of 2016 The reason and rationality of the rapid growth of the wealthy valuation. Ask the independent financial adviser and accountant to verify and express a clear opinion.

Reply:

(A) Weifu through the end of 2015 to 2016 first half of the operating data

1, the number of cooperative banks

By the end of 2015 to the first half of 2016, Weifu Tong in the new cooperative banks continued to force, and achieved remarkable results. According to information provided by Weifu Tong, by the end of 2015, Weifu Tong signed a total of 26 banks. As of June 30, 2016, Weifu Tong has signed agreements with 40 banks to complete the signing of 14 new banks, an increase of 53.85%.

By the end of 2015 to the first half of 2016 Weifu Tong signed a bank (home)

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2, the number of businesses

By the end of 2015 to the first half of 2016, the total number of merchants signed by Weifu Tong increased rapidly from 2016

At the end of January, the number of 3,844 was increased to 211,727 at the end of June 2016, an increase of 5407.99%. its

, Because the central bank to clean up the 'two clear', so many of the original 'two clear institutions' to the bank through the funds cleared

And to carry out mobile payment business, and these banks are mostly provided by Weifu Tong technical services, it led to Weifu Tong

In June 2016, the number of cooperative merchants increased significantly. A large increase in the total number of businesses for Wealthy

The growth of performance has laid a solid and important foundation.

January 2016 to June 2016 Weifu Tong total number of merchants (home)

3, the amount of transactions

45 250,000

40

35 200,000 33 34 46

30 27 28

150,00026 26

25

20 100,000

15

10 50,000

5 3,844 4,876 6,780 8,796 12,338

0 -

2015 end 2016 years 20161 month January 2016 year 20162 month February 20162016 March March 20162016 years 4 months April 20162016 year in May May 20162016 year in March month

By the end of 2015 to the first half of 2016, along with the number of Viagra co-operative banks and the number of contracted merchants

Rapid increase, Weifu Tong's monthly transaction amount also achieved rapid growth. At the end of December 2015, weifu

The amount of transactions generated by 113,133.73 million; to the end of June 2016, Weifu Tong generated the amount of transactions has increased

To 859,495.40 million, an increase of up to 659.72%. The substantial increase in the amount of transactions for the Wealthy income increase

Long implementation provides an important guarantee.

Due to the large number of new business partners in June 2016 signed a lower technical service fee rates, and the new

Increase the cooperation of businesses need a certain system access debugging time, so the amount of transactions in the month, although a substantial increase,

But the increase is less than the increase in the number of merchants.

December 2015 to June 2016 Weifu Tong month transaction amount (million)

4, the average monthly operating income

With the increase in the amount of Viagra transactions, Weifu Tong's operating income also achieved rapid growth.

December 2015, Weifu Tong to achieve the month of operating income of about 897.95 million; to June 2016, Wei Fu

Through the month to achieve operating income of about 38.7377 million yuan, an increase of up to 331.40%.

December 2015 to June 2016 Weifu Tong month average operating income (million)

900,000

800,000

700,000 47

600,000

500,000

400,000

300,000200,000100,000-

5, net profit

With the growth of Weifu Tong business income, Weifu Tong's net profit also achieved rapid growth.

December 2015, Weifu Tong to achieve the month net profit of about 375.13 million; to June 2016, Granville Fortune

To achieve the net profit of about 986.45 million yuan, the growth rate is obvious.

December 2015 to June 2016 Weifu Tong month net profit (million)

(2) Weifu Tong valuation of the reasons for the rapid growth and rationality

Since January 2016, Weifu Tong valuation showed a rapid growth trend. In January 2016, weifu estimated

Worth of 235 million yuan, in April 2016, equity transfer price corresponding to the valuation has risen to 1.7 billion,

fast. At the same time, the previous replenishment and equity transfer valuation and the transaction price there are some differences, but the difference between water

4,0001,200

3,5001,0003,000 2,500800 48

2,0006001,500400

1,000

500200

-0

Flat body showed a significant reduction trend. According to Weifu Tong's main business position, business development, operating conditions and profitability, Weifu Tong valuation of the rapid growth of the main reason is that Weifu through the period to gradually establish its main business position, Granville-business development The rapid growth of the performance driven by the substantial increase in core competitiveness, the rapid increase in the number of cooperative banks, the number of signed merchants, the amount of transactions, the operating income and net profit, Profitability is growing. Weifu Tong's core competitiveness is mainly reflected in the following areas:

1, technology development capabilities

Weifu Tong has been committed to its own core technology research and development and application, by virtue of its efficient product development system, Granville Fortune has published in 2005, Granville Bank mobile payment business management system, Weifu Tong mobile payment cloud platform system, Granville Fortis Mobile Mall system, Weifu Tong mobile marketing system software system, which Granville-Mobile payment cloud platform system has become the core of its existing business products.

2, bank cooperation experience

Since the beginning of 2015, Weifu Tong established a banking model for the development of the focus of business positioning, including with CITIC Bank Co., Ltd., Shanghai Pudong Development Bank Co., Ltd., Guangdong Development Bank Co., Ltd., Zhejiang Bank Co., Ltd. Of the dozens of major domestic banks signed a cooperation agreement. Among them, in 2015 with 26 banks signed a cooperation agreement, the first half of 2016 new 14 signed a cooperation agreement bank.

On the one hand, because banks have high demands on the security and stability of the trading system, banks have a long process of bidding, purchasing and cooperating in selecting technical partners. Banks will give priority to having a mobile payment for banks System project experience of the company. Therefore, Weifu Tong in the main business areas have a high competitive barriers and first-mover advantage.

On the other hand, the development of the banking model and the increase in the signing of the bank helped the rapid development of Weifu Tong business performance, thus driving the valuation rise.

3, team building advantages

Granville Fortis management team and the core staff in the relevant industry practitioners for many years, with strong product development capabilities, rich market development, customer service, operation and maintenance experience and stable channel resources. Maintain a more stable team of outstanding core staff is one of the key factors for the success of Weifu Tong.

49

Driven by a substantial increase in core competitiveness, from January 2015 to October 2016,

Business performance to achieve rapid growth, market awareness gradually increased, the industry status has gradually improved.

From January 2015 to June 2016, the total transaction amount of Weifu Tong achieved a compound growth of about 35%

From January to February 2015 4,828.74 million yuan increased to 2016 June of 859,495.40 million, growth

The trend is obvious. Since then, Weifu Tong still maintain a clear, rapid growth. To October 2016, Granville Fortune month

The total transaction amount has more than 4,800,000 yuan.

With the substantial increase in the amount of Wealth's trading, its operating income and net profit also in January 2015

To June 2016 showed a significant growth during the period, and continued to maintain the growth trend, in 2016 6

After the month is still growing rapidly. Operating income and net profit situation see the reply to the 'question ten / (a) Wealthy

The end of 2015 to the first half of 2016 operating data '.

There is a close relationship between the business performance of the enterprise and its corporate value. Due to Granville Fortis gradually established

Its main business positioning, business development on the fast lane, operating in good condition and profitability continue to increase, Granville

January 2015 - October 2016 Weifu Tong income and net profit

6,000

4,0005,000 50

3,000

2,000

1,000

0

- 1, 000 month month February March April May June July August month October month month month month month month month month month month month month month month month month month month month month month month month monthtime month

1 11 1

2015 2015 2015 2015 2015 2015 2015 2015 2015 Year 2016 2016 2016 2016 2016 2016 2016 2016 2016

201520152015 2016

Income (excluding tax) (ten thousand yuan) net profit (million)

Fortis shareholders and external market valuation of its recognition is also rising, and then directly led to the rapid growth of Weifu Tong valuation.

As a result, the valuation of Weifu Tong's historical period has fully reflected its valuation at the time of operating performance, and its difference with the current assessment value also comes from the different performance stages of Weifu Tong's different development stages. Weifu Tong's valuation is faster and reasonable.

(3) Verification opinions of intermediaries

After verification, independent financial adviser Haitong Securities, accountant Lixin Certified Public Accountants believe that listed companies have combined the business data of Weifu through the end of 2015 to the first half of 2016, including but not limited to the number of cooperative banks, the number of merchants, the amount of transactions Both the operating income and net profit, etc., further supplemented the disclosure of the first half of 2016 Weifu Tong value of the reasons for the rapid growth and rationality. During the above period, Weifu Tong's valuation and its business data show a simultaneous growth trend, the valuation growth is reasonable.

11, the application materials show that since its inception, the main business of mobile payment technology services business coexistence of three business models, respectively, for the acceptance of institutional models, banking model, two clear business model. Because of the non-capital settlement qualification, as of June 30, 2016, Weifu Tong has completely stopped the business, at the same time, with the WeChat payment in the third-party mobile payment market share increases, the acceptance mechanism model gradually into low, The situation of competition. Starting from June 2015, Weifu Tong began to develop the banking business model, 2016 in January to October, the bank mode mobile payment sub-business income of 24,126.05 million, accounting for 80.55% of operating income over the same period. Please your company: 1) combined with short-term business model change faster, especially the banking model to carry out a short time to supplement the disclosure of Weidong core competitiveness, the future of the banking model may exist risks. 2) In addition to the current business situation in the bank mode, including but not limited to the number of business months, the amount of transactions, business rates, etc., to supplement the Weidong sustainable profitability. Request the independent financial adviser to verify and make clear comments.

Reply:

(A) the combination of short-term business model changes faster, especially in the banking model to carry out a short time to supplement the disclosure of Wealth's core competitiveness, the future of the banking model may exist risks.

1, Weifu Tong's core competitiveness

Since Weifu Tong has reached a partnership with most national commercial banks, the first advantage of the competitors

51

Into the market to produce a certain resistance. Although a small number of competitors have begun to cooperate with the bank, but the competitors do

Banks are generally small and medium-sized banks, the business model of the bank model is relatively small. Weifu Tong's excellent competition

Potential is mainly reflected in the following aspects:

(1) technical advantages

Payment transaction data processing is a professional technical field, for the system of real-time response, abnormal trading

Management and system security requirements are high, while ordinary corporate customers if you want to dock a variety of mobile payment side

Type, respectively, for different payment platforms and online and offline application of different scenarios for different interfaces

Development, development and maintenance costs are high. Weifu Tong through the independent development of mobile payment cloud platform software for businesses

Provide mobile payment system access, transaction management, data analysis, reconciliation and other professional and technical services to

And abnormal transaction processing, user order inquiries, preferential marketing, customer service support and other operational services.

Weifu Tong's data processing system has the following technical characteristics and advantages:

1) Tencent cloud

威富通移动支付云平台部署在腾讯云数据中心,目前规模超过 100 台高性能

服务器;腾讯云提供了一站式的技术解决方案,为威富通移动支付云平台建设提

供强大的技术支持及基础服务支持。

2)异地多活

①两地三中心

移动支付云平台数据中心

数据日志跟踪 52

多级监控 腾讯云

异地多活

机房维护

Mobile payment

云平台 高并发

异地灾备

安全无故障

业务服务及数据库在广州及上海的两地三中心的多机房同时部署,当业务没有状态每次请求不被记录时,业务服务将不依赖单一路径,三中心同时提供服务;

②切换

任何节点故障后自动从 lvs (负载均衡器) 中剔除;数据库故障时,同城实现 1 分钟内完成切换,跨城 10 分钟内完成切换。

3)高并发

业务层可以平行扩容, 可根据业务需要随时伸缩;数据库支持高并发处理,每秒可处理高达 2000 笔支付交易,日交易处理能力超过 8000 万笔。

4)安全无故障

BGP 双线 100M 独立接入,多级负载均衡;支持 7*24 小时安全无故障运行;

当负载均衡器出现业务异常时, 自动切换。

5)数据日志跟踪

文件日志和数据库日志记录,具有访问日志记录功能。并且系统具备分析和监控日志记录功能。

6)多级监控

自动报警机制,网络、服务器、中间件服务、系统接口等多级的自动监控报警机制;腾讯云监控是一个开放式的监控平台,支持用户上报个性化的指标,提供多个维度,多种粒度的实时数据统计以及告警分析。并提供开放式的 API 接口 ,让客户通过接口也能够获取到监控数据;威富通移动支付平台在腾讯云的监控平台基础上进行扩展,自建了多维度,多粒度的系统及业务级别的监控指标扩展。

7)机房维护

腾讯云提供7*24 小时专业机房维护服务并且威富通提供7*24 小时的业务监控及维护服务。

8)异地备灾

53

①数据库容灾

威富通通过异步的方式将数据准实时的同步至异地的灾备中心。

②数据库备份

具有同城主备,跨城主备,延迟备份功能。

③文件备份

对账单备份,日志文件备份,数据库文件备份。

威富通软件方面的核心技术已经通过取得相应的计算机软件著作权进行了保护,形成了核心知识产权以及技术壁垒,有效保障了威富通的技术优势。

(2) 业务经验优势

由于银行对于交易系统的安全性、稳定性具有极高的要求,银行会优先选择已经具有为银行开发过同类移动支付系统经验的公司。后来竞争者由于缺乏相应的系统开发和商户营销经验,很难在短期内与威富通形成竞争关系。威富通在银行模式业务领域的先发优势主要体现在以下几方面:

1 )与银行合作谈判周期长

银行在选择技术合作商时招标、采购、合作谈判的流程较长,而威富通布局较早,具备先发优势。

2)银行更换合作伙伴成本较高

银行如若选择更换合作伙伴,需要重新进行合作谈判、系统开发、商户系统更新替换等一系列复杂流程,时间成本和财务成本较高。因此,银行在系统稳定运行的情况下一般不会选择更换技术服务提供商,威富通对于已经拓展签约的银行客户具有较高的不可替代性。

2、银行模式未来可能存在的风险

银行模式未来可能存在的风险主要表现在:

2016 年度威富通银行模式收入增长较快,截至评估基准日(2016 年 10 月31 日),根据经审计的财务数据,威富通银行模式实现收入占总收入的 80.55% ,银行模式实现收入呈现较快的上升趋势,威富通利用其在行业内的竞争优势正在顺利拓展银行模式业务,预计该业务的持续拓展并无实质性障碍。

54

然而由于威富通银行模式业务仍处于扩张发展阶段,并且,随着移动支付技术的更新换代,威富通的经营模式也存在变化的可能性。威富通如未能及时适应行业技术更新、产品发展趋势以及经营模式的变化,将面临银行模式业务无法顺利开展并影响经营业绩的风险。

以威富通管理层提供的盈利预测为基数,评估机构对于由银行模式收入变动而导致的对威富通的收入、净利润和估值的敏感性分析如下(银行模式收入各期变动率均一致):

银行模式收入变动率 总收入变动率 总净利润变动率 估值变动率

10.00% 9.78% 16.93% 15.52%

5.00% 4.89% 8.47% 7.76%

0.00% 0.00% 0.00% 0.00%

-5.00% -4.89% -8.46% -7.76%

-10.00% -9.78% -16.93% -15.52%

(二)结合威富通截止目前在银行模式下的经营情况,包括但不限于月商户数、交易金额、业务费率等,补充披露威富通的可持续盈利能力。

1、月商户数

威富通自 2015 年下半年开展银行模式以来,业务呈现高速增长态势,通过银行模式接入的商户数量从 2016 年 6 月的 19.21 万家增长至 2016 年 12 月的106.79 万家,整体商户拓展态势较好,预计未来仍将继续增长。

2016 年 6-12 月银行模式月商户数(单位:万)

55

106.79

75.15

29.98 35.66

19.21 21.37 25.57

6月 7月 8月 9月 10月 11月 12月

2、合作银行数

截至 2016 年 12 月 31 日, 威富通已经基本完成了全国各级别银行客户的初步布局,仍在积极快速拓展更多银行客户,加大银行合作投入,采取分行突破倒推总行的拓展战略,以移动支付接入服务、移动运营及移动应用开发为核心产品,形成产品群优势全方位拓展银行各个部门的合作点,以此增加银行对其服务的粘性。同时标的公司针对银行的需求,继续在探索新的业务合作可能性,找到新的业务合作突破点。

2015-2016 年签约银行数量 (家)

70

56

40

26 28

18

8

3

2015Q1 2015Q2 2015Q3 2015Q4 2016Q1 2016Q2 2016Q3 2016Q4

3、交易金额

56

威富通基于银行模式实现的交易金额由 2016 年 1 月的 103,519.29 万元增长

至 2016 年 12 月的 4,037,906.87 万元,月均复合增长率 39.52% 。 随着银行模式下

新增商户数量及合作银行的不断拓展,预计未来交易金额将进一步呈稳定增长态

势。

2016 年度银行模式交易金额(单位:万元)

5,000,000 4,500,000 4,000,000 3,500,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000

-

1月 2月 3月 4月 5月 6月 7月 8月 9月 10月 11月 12月

银行模式下的交易金额在 2016 年 12 月出现一定程度的下降, 经与管理层确

认主要系以下原因:

为响应央行监管号召,促进移动支付行业健康发展,威富通及其渠道合作商

于 2016 年 12 月主动加强了商户资质审核,进而导致当月威富通银行模式下的交

易金额出现一定程度下滑。上述现象属于偶发性事件,并不会对威富通未来的可

持续盈利能力造成影响。同时,长期来看,主动清退不合规商户可消除潜在监管

风险,促进业务健康发展。

4、业务费率趋于稳定

2016 年下半年银行模式的费率走势

57

0.45% 0.40%

0.40%

0.35%

0.30% 0.28%

0.25%

0.20% 0.19%

0.15% 0.09% 0.09%

0.10% 0.07% 0.05%

0.05%

0.00%

6月 7月 8月 9月 10月 11月 12月

银行模式初步开展的探索期内,威富通拓展的主要商户为网络虚拟产品销售平台等商户,根据第三方支付公司费率政策,此类商户的移动支付接入费率(一般为 1-2% ), 显著高于普通类别商户 的移动支付费率(一般为 0.6% ),因此此类商户威富通收取的相应技术服务费费率也较高。但随着威富通业务规模的扩大,终端商户的类型也更为丰富,商户结构趋于稳定。低费率普通商品商户的逐渐增加是导致 2016 年度威富通整体业务费率的下降的主要原因之一。 另外,由于威富通与合作银行间处理的交易流水不断增长,出于长期业务合作的考量,威富通对于交易流量增长较快的银行客户会不定期降低收取的技术服务费费率。

随着威富通与银行开展的业务合作已从磨合期进入成熟发展阶段以及商户结构趋于稳定,自 2016 年 9 月份以来,威富通的整体费率水平已处于相对稳定状态, 根据与管理层及威富通主要合作银行的访谈, 0.05% 的综合费率已是目前银行模式下较为合理的技术服务费费率水平, 预计未来将不会出现明显的费率变化。

综上所述, 威富通自 2015 年下半年开展银行模式以来,银行模式已经成为了威富通业务的主要经营模式。随着服务商户数及合作银行数的持续增长,通过银行模式实现的交易金额预计将进一步呈现稳步增长的态势。同时,随着威富通银行业务逐渐成熟以及商户结构趋于稳定,威富通的业务费率也将进入稳定状态。综上,服务商户及合作银行的增长将推进交易金额继续增长,费率的稳定将为收入增长提供保障,威富通具备较强的可持续盈利能力。

58

(三) 中介机构核查意见

经核查, 独立财务顾问海通证券认为: 上市公司已补充披露了银行模式下威

富通的核心竞争力,银行模式未来可能存在的风险;上市公司已结合银行模式下月商户数、签约银行数量、交易金额及业务费率四项指标,补充披露了威富通未来银行模式的可持续盈利能力。

十二、 申请材料显示,作为移动支付领域的技术服务商,根据移动支付交易闭环中的数据流和资金流不同,威富通的服务模式可分为受理机构模式和银行模式。自 2015 年下半年开展的银行模式帮助威富通实现了商户拓展以及交易额的爆发式增长, 2014 年、 2015 年、 2016 年 1-10 月威富通移动支付分润业务确认收入 111.99 万元、 4,538 万元、 26,402.95 万元,毛利率 57.89%、 72.1%、63.13%。在银行模式下,若商户资源由威富通拓展,威富通按照总额法确认收取商户的技术服务费收入并将所采购的银行服务相应费用计入主营业务成本,若商户资源由银行拓展,威富通按照净额法确认技术服务费收入无主营业务成本。请你公司: 1 )按受理机构模式和银行模式分别披露报告期各期间威富通移动支付分润业务的收入构成、成本和毛利率情况。 2)补充披露银行模式帮助威富通实现商户拓展以及交易额爆发式增长的原因和合理性。 3)结合不同商户资源开拓方式下的业务开展情况、收入和成本构成差异,补充披露威富通收入增长较快、毛利率变动较大的原因和合理性。请独立财务顾问和会计师核查并发表明确意见。

回复:

(一)按受理机构模式和银行模式分别披露报告期各期间威富通移动支付分润业务的收入构成、成本和毛利率情况。

报告期各期间不同业务模式下威富通移动支付分润业务的收入、成本和毛利率情况如下:

单位:万元

项目 2016 年 1-10 月

收入 成本 毛利率

受理机构模式 1,602.33 493.29 69.21%

银行模式 24,126.05 8,894.82 63.13%

59

其中:威富通自拓商户 20,206.09 8,894.82 55.98%

银行拓展商户 3,919.96 - 100.00%

二清模式 674.58 345.61 48.77%

合计 26,402.96 9,733.72 63.13%

单位:万元

项目 2015 年度

收入 成本 毛利率

受理机构模式 727.91 204.59 71.89%

银行模式 2,355.01 577.45 75.48%

其中:威富通自拓商户 2,299.44 577.45 74.89%

银行拓展商户 55.57 - 100.00%

二清模式 1,455.08 484.03 66.74%

合计 4,538.00 1,266.07 72.10%

单位:万元

项目 2014 年度

收入 成本 毛利率

受理机构模式 - - -

银行模式 - - -

二清模式 111.99 47.16 57.89%

合计 111.99 47.16 57.89%

(二)补充披露银行模式帮助威富通实现商户拓展以及交易额爆发式增长

的原因和合理性。

威富通现有业务模式包括银行模式和受理机构模式,目前银行模式已逐渐发展成为最主要的业务模式。威富通自 2015 年下半年推动银行模式以来,标的公司实现了商户拓展以及交易额的爆发式增长。预计将来,原有受理机构模式下的业务将被银行模式完全替代。

目前,银行模式的业务正处于快速发展通道,且预计该增长态势在中短期内仍将维持。 2016 年 1-10 月 , 通过银行模式产生的交易金额的月均复合增长率为52.90% 。

2016 年 1-10 月银行模式的交易金额(单位:万元)

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银行模式下,威富通实现商户拓展以及交易额爆发式增长的原因和合理性主要表现在以下几方面:

1、签约银行持续增加

威富通开展银行模式至今,已经基本完成了全国各级别银行的初步布局。截至 2016 年 12 月 31 日,威富通签约银行数量已达到 70 家。此外,威富通仍在积极拓展更多银行客户,加大银行合作投入。预计未来合作银行的数量将继续增加,由银行模式带来的商户也将持续增长, 进而推动业绩增长。

2015-2016 年签约银行数量(家)

61

7056

40

26 28

18

8

3

2015Q1 2015Q2 2015Q3 2015Q4 2016Q1 2016Q2 2016Q3 2016Q4

2, the signing of the bank will gradually complete the system debugging, to promote the transaction volume continues to grow

Weifu Tong to carry out the banking model, has been laid more than 70 banks. But because some banks signed a shorter time, is still in the system debugging stage, so there is no large transaction flow. In general, from the completion of the contract to the merchant transaction flow, still need to go through system debugging, merchant interface adjustment, personalized improvement and other steps, during which time is generally more than six months. With the Weidong and docked banks to achieve docking, bank expansion business gradually on the line, and in view of the bank has a large number of businesses with close cooperation, the amount of transactions will continue to maintain growth.

3, the bank as a traditional financial institutions with wealth of business resources

As banks as traditional financial institutions, has established a trust relationship with a large number of merchants, with huge business resources and business development capabilities, by banks to expand the use of mobile payment function has a natural advantage. Therefore, Weifu Tong as a bank's technical service providers, the use of its own technological advantages and project development experience for banks and bank customers to expand mobile payment business, that is, the use of its system to pay the number of mobile transactions and trading volume will be a substantial increase.

(3) Combining the business development situation, income and cost difference between different business resources development methods, supplementing the reasons for the rapid growth of Weifu Tong's revenue and the change of gross margin.

During the reporting period, the rapid development of the banking model business was the root cause of the rapid growth of Weifu Tong's revenue and the large change in gross profit margin. Therefore, the details of the business development and gross profit margin in the banking mode were analyzed in detail.

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1, the business development of different businesses under the mode of development, income and cost composition of the note

The bank model is based on the source of the expansion of the terminal business, and can be further subdivided into two modes: 'Weifu Tongtuo business' mode and 'bank expansion business' mode.

(1) Weifu Tong extension business model

In this business model, wealth uses its own business development team or channel partner to import merchant resources into the bank.

In this business model, Weifu Tong for the terminal business to provide mobile payment technology services, that is, the terminal business for Weifu Tong customers. Weifu Tong cooperation with banks, banks for the terminal to provide mobile payment and payment channels and fund clearing services. If the business is expanded by the channel developers, Granville Fortis will be in accordance with the amount of the transaction amount to the channel partners to pay the market development services fee.

In this business model, because the business is developed by Weifu Tong, Weifu Tong in accordance with the total amount of technology to confirm the technical service fee income, that is, wealth will be charged to the business of technical services fees recognized as operating income in full; the bank and The service fee charged by the channel partner is recognized as the cost of the main business.

With the rapid development of Weifu business scale, in the second half of 2016, in order to clarify the relationship between the parties in the business and the settlement of the relationship between the parties, Weifu Tong and the main business began to re-sign the mobile payment technology services Agreement and regulate the relationship between each other.

After re-sorting, the bank is responsible for directly contracting with the merchant and providing the merchant with the clearing service and invoicing the merchant; Viagra will no longer enter into any agreement with the businessman to enter into a technical service agreement with the bank to provide the technology Support services and merchants to import services and charge the bank with the corresponding technical service fee.

For co-operative banks that have re-sorted and signed new contracts, Weifu Tong confirms the fee for technical service fees in accordance with the net method, that is, Weifu Tong is no longer directly docking the final business, the terminal business for the bank's direct customers, Of the customers for the cooperative banks, Weifu Tong will receive the technical service fee of the cooperative bank recognized as operating income, Weifu Tong will meet the cost of channel partners recognized as operating costs.

(2) bank expansion business model

The business model, the business resources by the bank's own team is responsible for expanding, Weifu General is only responsible for the bank to provide mobile payment technology services, and not with the bank to sign any business agreement, Weifu Tong does not occur with the part of the business Any direct contact.

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Weifu Fortune is solely responsible for the provision of mobile payment technology services for banks and their merchants. The Bank pays technical service fees to Weifu Tong at the rates agreed upon at the agreement signed with Weifu Tong. Weifu is in accordance with the technology Service fee to confirm the operating income; due to the business model, the business by the bank to develop, Weifu Tong do not need to pay any additional cost, so no operating costs.

2, the breakdown of bank mode under the terminal business transactions, Wealthy confirmed operating income, operating costs and gross margin as follows:

Unit: million

Item 2016 January to October

Transaction flow income cost gross margin

Weifu Tong extension business 4,284,444.80 20,206.09 8,894.82 55.98%

Banks to develop business 11,140,689.55 3,919.96 - 100.00%

Bank Mode Total 15,425,134.34 24,126.05 8,894.82 63.13%

Unit: million

Project 2015

Transaction flow income cost gross margin

Weifu Tong extension business business 212,443.11 2,299.44 577.45 74.89%

Banks to develop business 53,327.56 55.57 - 100.00%

Bank Mode Total 265,770.67 2,355.01 577.45 75.48%

Note: Because the terminal merchant resources are the core source of the mobile payment service business revenue, the technical service fee rate of the Weifu Tongtou business model is much higher than the technical service fee rate in the bank expansion business model, which leads to the development of the bank The amount of transaction flow in the business model is higher than the amount of transaction flow in the mode of Weifu Tongtou business model, but the corresponding operating income is lower than that of Weifu Tongtou business model.

The main reason for the rapid growth of Weifu Tong's income is mainly in the following aspects:

(1) Benefit from the explosive growth of the mobile payment industry as a whole

Weifu Tong's revenue grew rapidly, mainly due to the substantial increase in transaction flows, which in turn was due to the explosive growth of the mobile payment industry.

According to the data center statistics, in 2015, China's third-party mobile payment market, the total size of the transaction to pay for the payment to bring the efficiency of life and bring convenience, future mobile payment will continue to show growth. It is expected that by 2018, mobile payment transactions are expected to exceed 15.04 trillion.

9.31 trillion yuan, an increase of 57.3% over 2014, 2016 first quarter growth of 30.15%. In view of the shift

Weifu Tong as a mobile service providers and value-added service providers, will also benefit from the explosive growth of the downstream mobile payment industry.

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(2) Weifu Tong's first-mover advantage and strategic positioning of the accurate

Since the beginning of 2015, Weifu Tong established a bank model for the development of the focus of business positioning, including with CITIC Bank Co., Ltd., Shanghai Pudong Development Bank, Guangdong Development Bank Co., Ltd., Zhejiang Bank Co., Ltd., the number of domestic Ten major banks signed a cooperation agreement. Because banks have high requirements for the security and stability of the trading system, banks have a long process of bidding, purchasing and negotiating in the selection of technical partners. Banks will give priority to having the experience of developing mobile payment system for banks s company. Therefore, Weifu Tong in the main business areas have a high competitive barriers and first-mover advantage.

In the second half of 2015, Weifu Tong to speed up cooperation with the bank to bank the number of businesses as the basis, the number of merchants, the amount of transactions, the number of transactions in 2016 to achieve explosive growth. 49.21%.

From January to October in 2016, the average monthly growth rate of the amount of transactions generated by Weifu Tong through the bank model was

3, gross margin changes in the reasons and rationality

During the reporting period, the proportion of operating income and gross profit margin in each business model are as follows:

Model 2016 January 2015 2015 Year 2014

Income accounted for gross margin income accounted for gross margin income accounted for gross margin

Agency model 6.07% 69.21% 16.04% 71.89%

Bank Mode 91.38% 63.13% 51.90% 75.48%

Among them: Weifu Tong extension business households 76.53% 55.98% 50.67% 74.89%

Banks Expand Merchant 14.85% 100.00% 1.22% 100.00%

Erqing mode 2.55% 48.77% 32.06% 66.74% 100.00% 57.89%

Total 100.00% 63.13% 100.00% 72.10% 100.00% 57.89%

During the reporting period, Weifu Tong comprehensive gross margin showed a trend of first rise and then down, the change is relatively large, mainly due to the following reasons:

(1) Weifu Tong gross margin changes in the main reason is mainly affected by the mobile payment industry, the impact of the development of the situation

Weifu Fortune 2014 and 2015 are mainly working with TenPay, TenPay for the rapid opening of the market and Alipay and other third-party payment platform to compete, to give Weifu Tong and other mobile payment technology service providers higher service fee Rate, leading to Wealthy gross margin began to show a rising state.

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According to Wind data show, TenPay's market share from the third quarter of 2013 to 4% to 52%. With the third-party payment platform market share tends to be stable, while the consumer mobile payment habits to develop, third-party payment platform to pay the service rate began to reduce, while TenPay gradually reduced the Weifu Tong rate incentive , Resulting in Weifu Tong received technical service fee rates gradually decreased, the corresponding gross margin from the beginning of 2016 has been reduced.

The first quarter of 2016 38%, while compared to Alipay's market share is correspondingly from 73% to

As a result of the changes in the rate policy during the reporting period, wealth's gross margin generally showed a trend of increasing first and then declining during the reporting period.

(2) the structural changes in the proportion of different business models affect the changes in gross margin

Weifu Tong in June 2015 to carry out the business of the banking model, after more than a year of business development, the current banking model business has become a major source of revenue Weifu Tong. Weifu Tong 2016 in January-October bank mode mobile payment sub-business income reached 24,126.05 million, accounting for 80.55% of operating income over the same period, and the income accounted for a further upward trend.

With the successful development of the banking model, the proportion of banks increased gradually, and the change of the income structure of different business models caused the change of Weifu Tong comprehensive gross margin.

(3) Weifu Tong extension business gross margin changes caused by the overall gross margin changes

During the reporting period, the change in Gross profit margin of WeifuTong was mainly due to the large change in the gross margin of the model of 'Weifu Tongtuo Merchants' in the bank mode.

'Granville Fortune extension business' model gross margin changes in the main reason is due to: Weifu Tong received technical service fee rate adjustment due.

During the reporting period, the proportion of operating income and operating expenses accounted for the following:

During the transaction flow (million) income (million) income to confirm the proportion of cost (million) cost to confirm the proportion

(Note 2)

2016 4,284,444.80 20,206.09 0.47% 8,894.82 0.21%

1-10 months

2015 212,443.11 2,299.44 1.08% 577.45 0.27%

Note 1: In 2014, Weifu Tong did not receive the 'Weifu Tongtuo merchants' model.

Note 2: Revenue recognition ratio = income / transaction flow; income recognition ratio is Weifu Tong according to the transaction flow of technical fees charged.

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As shown in the above table, the comprehensive technical service fee charged by Weifu Tong decreased from 1.08% to 0.47% in 2015, according to the 'Weifu Tongguo Merchants' model in October, The main reasons for the decline in the technical service fee rate in the mode of 'Weifu Tongguo Merchants' are as follows:

During the initial period of the banking model, the main business of Weifu Tong Development is the network virtual product sales platform and other business, according to the third party payment company rate policy, such business mobile payment access rate (usually 1-2 %), Which is significantly higher than the mobile payment rate (usually 0.6%) for ordinary categories of merchants. Therefore, the corresponding technical service fee for such merchants is also higher. But with the Weifu Tong business expansion, the type of terminal business is also more abundant, business structure tends to be stable. The gradual increase in the rate of ordinary merchandise is one of the main reasons for the decline in the overall business rate of Wealthy in 2016. In addition, due to the growing flow of transactions between Weifu Tong and cooperative banks, Weifu Tong for the rapid growth of transaction flow of bank customers will be reduced from time to time to collect the technical service fee rate.

(4) Intermediary verification opinions

After verification, independent financial adviser Haitong Securities, accountant Lixin Certified Public Accountants believes that listed companies have disclosed the revenue structure, cost and gross profit margin of Weifu Tong Mobile payment business during the reporting period according to the acceptance mode and the bank mode respectively ; Listed companies have added to the disclosure of the banking model to help Weifu Tong to achieve business expansion and the amount of explosive growth and the reasons for the increase; the listed companies have added to disclose the different business resources development mode of business development, income and cost differences , Weifu Tong income growth faster, gross margin changes in the reasons and rationality.

13. Please request the independent financial adviser and accountant to disclose the verification of the authenticity of Weifu Tong's report period and express a clear opinion on the verifiable means, the adequacy and validity of the verification scope and the authenticity of Weifu Tong's performance.

Reply:

For Veritas' performance in the reporting period, the verification procedures implemented by the project team are as follows:

(A) internal control test procedures

1, for Weifu Tong different business model, the implementation of the main business process through the test.

After testing, confirm Weifu Tong and income and cost recognition, capital collection and other related to the main internal control design

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Reason.

2, the project team on Weifu Tong income recognition, collection, salary and other financial statements have a significant impact on the business cycle to carry out a detailed internal control test procedures; tested to confirm the main internal control of Weifu Tong has been effectively run The

(2) Substantive examination procedures

In addition to implementing the internal control test procedures and testing the effectiveness of Weifu Tong's internal controls, the project team has also implemented the following substantive testing procedures:

1, the project team to obtain and check the Weifu Tong and all cooperative banks, Weifu Tong and third-party payment platform

Company, Weifu Tong and the main channel partners signed a mobile payment technology service agreement, which agreed on the right

Interest, obligations, the relevant settlement rate, the settlement point of time and other checks were carried out and Weifu Tong for income and

Cost confirmation, reconciliation of both parties, settlement of funds, etc., to confirm the compliance of Weifu Tong business

And the correctness of the accounting treatment.

2, the project team personally landed TenPay reconciliation system (Department of the development and maintenance of the day, for the mobile payment service providers to query and reconcile the use of), the project team to inquire and personally intercepted by TenPay provided to Weifu Tong's trading statement, and its Weifu Tong payment platform records of business transactions to check the water, did not find significant differences.

3. The project team will review and recalculate the amount of revenue to be recognized based on the data of the financial statements and the service rates recorded by Weifu Tong and the parties' service contracts. The project will re-calculate the results with Weifu Tong To confirm the income to compare, recalculate the proportion of income to reach the total operating income of more than 90%; by recalculation, did not find Weifu Tong book to confirm the operating income of a major error.

4. The project team obtained the bank statement of the main bank accounts of Weifu Tong,

Fees to carry out two-way verification procedures for financial books and bank statements. Check, the other party payment units and the amount with

Weifu Tong accounting records remain consistent, Weifu Tong confirmed revenue receivables are in accordance with the agreement agreed

Time is really recovered.

5, the project team to obtain and access to the Weifu Tong Bank diary and travel details of the account, did not find Granville Fortune will be a large sum of money after the return to the customer or paid to suppliers and other abnormal flow of funds.

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6, the project team on the main customers of the sales revenue in the reporting period the amount of the end business transactions, such as water flow data, the main customer accounts receivable balance of the letter, all the letters have been received back Letter; the main supplier in the reporting period at the end of the balance of accounts payable to the letter, the basic receipt of all the letters, the letter does not exist significant differences.

During the reporting period, the reply is as follows:

(1) Operating income

unit: yuan

Project 2014 Year 2015 2015-2011

Operating income 3,717,035.81 50,204,952.20 299,514,652.77

Letter Amount 1,104,139.66 37,938,999.07 266,908,606.55

Letter of reply 1,104,139.66 37,938,999.07 266,908,606.55

Reply to the amount of accounting for 29.70% 75.57% 89.11%

(2) Accounts receivable

unit: yuan

Project 2014 Year 2015 2015-2011

Audited Accounts Receivable 384,845.00 4,967,256.04 13,970,389.33

Letter amount 25,000.00 2,766,168.06 12,881,419.83

Letter of reply amount 25,000.00 2,766,168.06 12,881,419.83

Reply Amount Percentage 6.50% 55.69% 92.21%

(3) Accounts payable

unit: yuan

Project 2014 Year 2015 2015-2011

Examination of accounts payable 59,618.53 2,595,898.02 9,805,484.63

Letter Amount 45,236.43 2,392,245.11 6,888,406.24

Amount of letter of reply 45,236.43 2,357,837.81 6,888,406.24

Reply to the amount of accounting for 75.88% 90.83% 70.25%

7, the project team selected during the reporting period to contribute to the larger cooperative banks, business changes and transactions

The rationality of flowing water is analyzed. From the amount of a single transaction, trading time changes, the nature of business and pay

Easy amount, the number of businesses and other aspects of the analysis, no abnormal situation.

8, the project team Weifu Tong report during the reporting period the top five banks, businesses, TenPay, such as field visits or telephone interviews to confirm the authenticity of Weifu Tong and its cooperation. Interview, cooperation is real.

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9, the project team through interviews and through the 'National Enterprise Credit Information System' and other network channels, access and query Weifu Tong major customers, the main supplier of basic information, in addition to Hangzhou Wealthy, Weifu Tong other major Of the customers and suppliers are not associated with their relationship.

During the reporting period, Weifu Tong's major customers and suppliers gradually changed to large banks such as banks and TenPay, and the credibility of Weifu Tong business was higher.

10. The project team checked the agreement and settlement rate signed by Weifu Tong and related party Hangzhou Weifu Tong and compared with the settlement fee rate of other channel service providers. Weifu Tong and the related party Hangzhou Weifu Tong transaction price fair ; 2016 years later, Granville Fortis and then no significant related party transactions occurred.

Through the implementation of the above verification procedures, the project team that the Wealthy performance during the reporting period is true and credible.

(3) Verification opinions of intermediaries

After verification, independent financial adviser Haitong Securities, accountant Lixin Certified Public Accountants believe that: listed companies have added to disclose the reliability of Weifu Tong report performance verification, and explained the means of verification, verification scope is sufficient, effective, Through the above verification means, Weifu Tong's performance is authentic.

14. Application materials show that during the reporting period, Weifu Tong's main business can be divided into secondary clearing, receiving agency mode and mobile payment technology services, technology development services, etc., during the reporting period Weifu Tong Of the top five customers and the top five suppliers there is a coincidence of the situation. Please the company according to the main business category of the top five customers and suppliers to pay attention to, combined with the business model to add the top five customers and suppliers there is a coincidence of the reasons and rationality. Ask the independent financial adviser and accountant to verify and express a clear opinion.

Reply:

(A) according to the main business category of the top five customers and suppliers to note

(1) Wealth of the main customer situation

Unit: million

Order 2016 in January and October

Customer Name Sales amount accounted for the same period of business main business category

Revenue ratio (%)

1 Beijing Huiyuan Technology Co., Ltd. 4,111.04 13.73 Mobile payment technical service

2 Chengdu Zhiqian Shan Road Technology Co., Ltd. 2,769.04 9.25 Mobile payment technical services

3 Shenzhen Yiyuan Guangxun Network Technology Co., Ltd. 2,584.78 8.63 Mobile payment technology services

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4 CITIC Bank Co., Ltd. 2,500.45 8.35 Mobile payment technical services

5 Industrial Bank Co., Ltd. Guangzhou Branch 2,375.44 7.93 Mobile payment technical service

Total 14,340.76 47.88

Unit: million

Year 2015

Customer Name Sales amount accounted for the same period of business main business category

Revenue ratio (%)

1 Shenzhen Yiyuan Guangxiao Network Technology Co., Ltd. 999.64 19.91 Mobile payment technology services

Financial Payment Technology Co., Ltd. 485.95 9.68 Mobile payment technical services,

2 technology development services

3 Shanghai hard network Technology Co., Ltd. 461.02 9.18 mobile payment technology services

Powered by Discuz! Archiver. Powered by Discuz! Archiver. Powered by MediaWiki Wikimedia Foundation

5 Jinhua Beechy Network Technology Co., Ltd. 337.03 6.71 Mobile payment technical service

Total 2,717.57 54.12

Unit: million

Order 2014

Customer name sales accounted for the same period the main business category

Amount of income (%)

1, Anhui Province Star Kai days Network Technology Co., Ltd. 54.66 14.70 Mobile payment technology services

Shenzhen Shenzhen Shenzhen Co., Ltd. 49.50 13.32 Technology Development Services

Shandong Jinwei Weaving Industry Co., Ltd. 40.00 10.76 Technology Development Service

4 China Minsheng Bank Co., Ltd. Shenzhen Branch 24.86 6.69 Technology Development Services

5 Jinhua Beechage Network Technology Co., Ltd. 19.08 5.13 Mobile payment technical service

Total 188.09 50.60

(2) Wealth of the main suppliers of the situation

Unit: million

Order 2016 in January and October

No. Name of the supplier Purchases amount of the main business of the same period

Amount Proportion (%)

1 Industrial Bank Co., Ltd. 4,879.98 38.41 Mobile payment technical service

2 CITIC Bank Co., Ltd. Shenzhen Branch 1,481.97 11.66 Mobile payment technical service

3 Shenzhen Habitat Network Technology Co., Ltd. 1,250.87 9.85 flow recharge service

4 Shanghai Dantan Wireless Communication Co., Ltd. 845.59 6.66 flow recharge service

5 Beijing Guangyu Ju Culture Communication Co., Ltd. 714.40 5.62 Mobile payment technical service

Total 9,172.81 72.21

Unit: million

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Year 2015

No. Name of the supplier Purchases amount of the main business of the same period

Amount Proportion (%)

1 Financial Payment Technology Co., Ltd. 324.81 25.11 Mobile payment technical services

China CITIC Bank Co., Ltd. Shenzhen Branch 198.91 15.38 Mobile payment technical service

Hangzhou Weifu Tong Technology Co., Ltd. 194.82 15.06 Mobile payment technical service

4 Industrial Bank Co., Ltd. Hangzhou Branch 184.69 14.28 Mobile payment technical service

5 Shanghai Jin Mu Information Technology Co., Ltd. 139.29 10.77 Mobile payment technology services

Total 1,042.52 80.60

Unit: million

Order 2014

No. The name of the supplier sales accounted for the same period the main business business category

Proportion (%)

1 Financial Payment Technology Co., Ltd. 39.32 45.38 Mobile payment technical service

2 Shenzhen Commodities Shun Xin Technology Co., Ltd. 20.99 24.23 mobile payment technology services

3 Shenzhen Zhongzhong Decoration Engineering Co., Ltd. 8.30 9.58 Mobile payment technical services

4 Hangzhou Weifu Tong Technology Co., Ltd. 6.84 7.89 Mobile payment technical services

5 Tai Tuo Network Technology (Shanghai) Co., Ltd. 0.37 0.43 Mobile payment technology services

Total 75.81 87.51

(B) the top five customers and suppliers there is a coincidence of the reasons and rationality

As can be seen from the above list, customers and suppliers exist coincidence of the situation for the bank and financial payment, which is mainly due to different business model accounting treatment caused by different ways.

In the 'bank model - Weifu Tong extension business' mode, because the merchants are developed by Weifu Tong, so the general procedures to pay the business fee Granville Fortune in accordance with the accounting of the 'total method' to confirm income, the bank for the business Of the mobile payment channel services and fund clearing services fees, Weifu Tong is included in the main business costs, this time the bank for the Granville Fortis suppliers; in the 'bank model - bank business' model, Wei Fu Through the bank to provide mobile payment technology services, in accordance with the accounting of the 'net' law to confirm revenue, Wealthy will receive the bank's technical service fees recognized as income, this time the bank for the Granville Fortis customers.

Under the 'Agency Mode', TenPay provided technical services to third-party payment companies as third-party payment companies, and Weifu Tong received technical service fees to third-party payment companies in accordance with the 'net method' To confirm the income, this time to pay for the Fortune Fortune customers; in the reporting period there have been 'secondary clearing mode', because the mode of business are Weifu Tong expansion, so Weifu Tong in accordance with the total amount of law To confirm the income, the corresponding payment fee will be included in the cost of the main business, this time for the Fortune Fortune suppliers.

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To sum up, wealth of the top five customers and suppliers in some units coincide with the specific transaction model is caused by different, with commercial rationality.

(3) Verification opinions of intermediaries

After verification, independent financial adviser Haitong Securities, accountant Lixin Certified Public Accountants believe that: listed companies have been in accordance with the main business category of the top five customers and suppliers to note; listed companies have combined business model to supplement the top five customers and suppliers exist Coincidence and reasonableness.

15, the application materials show that the second half of 2015 to carry out the banking model to help the company to achieve the expansion of the business and the amount of traffic growth, 2016, 1-10 months, the top five customers in the wealth of bank account customers accounted for Less than 20% of the top five suppliers in the proportion of bank suppliers accounted for about 50% of the cost. Please add your company to disclose the reasons for the low growth in bank account customers in the top five customers, and whether the proportion of bank suppliers is relatively high in the proportion of the bank model, whether it is matched with the development of the business model. Ask the independent financial adviser and accountant to verify and express a clear opinion.

Reply:

(A) the top five customers in the banking class customer income is relatively low, the proportion of bank suppliers accounted for a relatively high cost, and business model development match

Weifu Tong 2016 in January each business model income, cost accounting situation

Unit: million

Item 2016 January to October

Revenue revenue accounted for the proportion of cost

Agency model 1,602.33 6.07% 493.29 5.07%

Bank Mode 24,126.05 91.38% 8,894.82 91.38%

Among them: Weifu Tong extension business 20,206.09 76.53% 8,894.82 91.38%

Banks to develop business 3,919.96 14.85% - -

Two clear mode 674.58 2.55% 345.61 3.55%

Total 26,402.96 100.00% 9,733.72 100.00%

As can be seen from the above table, the bank model is Weifu Tong is currently the most important business model, is Weifu Tong income and cost of the main components.

Weifu before the five major customers in addition to a small part of the second clear income outside the bank model are generated income, due to different models, different accounting methods, 'Bank mode - Granville Fortune extension business' mode Wei Fu The main method is to use the total amount method to confirm the income. At this time, the customer is directly reflected as the terminal merchant of Weifu Tong, rather than the bank itself. The 'bank mode - bank development business' mode is the customer, The The 'Bank Mode - Bank Development Business' model contributes 14.85% of the total revenue in the first half of 2016, so the top five customers account for less than 20% of the bank's customers and match the actual business model.

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At the same time, the cost of Weifu Tong is mainly for the 'bank model - Weifu Tong extension business' model produced by the part of the cost of the bank to collect the cost of business services and pay to the channel partners. As the bank model - Wealthy extension business 'model contribution to the income of the total income of 10 months in 2016 76.53%, so the corresponding main business costs also constitute the total cost of the main components. Extension of the business channel is more concentrated for the Bank of Industrial Bank Co., Ltd., CITIC Bank Co., Ltd. Shenzhen Branch, so the top five suppliers in the bank accounted for about 50% of customers.

To sum up, wealth of the top five customers in the bank accounted for a lower proportion of bank revenue, bank suppliers accounted for a relatively high cost and Weifu Tong accounting methods and business model development to match.

(2) Verification opinions of intermediaries

After the verification, independent financial adviser Haitong Securities, accountant Lixin Certified Public Accountants believe that: listed companies have disclosed the top five customers in the banking class accounted for a lower proportion of revenue, bank suppliers accounted for a relatively high cost of the reasons; the top five customers Banks account for a low percentage of customer income, and a relatively high proportion of bank class suppliers to match business model development.

16, the application materials show that the income method to assess the forecast 2016 11-12 month Weifu Tong will achieve operating income of 7,519.74 million, net profit of 3,182.25 million. Please join the company 11-12 month Weifu Tong in the admissibility of institutional models, bank self-extension customer model, Weifu Tong developed customer model turnover of the situation, supplement the disclosure of Wealthy 2016 forecast revenue and net profit to achieve the situation. Ask the independent financial adviser and the assessor to verify and express a clear opinion.

Reply:

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(A) combined with 11-12 month Weifu Tong in the admissibility of institutional models, bank self-extension customer model, Weifu Tong developed customer model turnover of the situation, supplement disclosure of Wealthy 2016 forecast revenue and net profit to achieve

Weifu Tong 2016 11-12 month actual transaction amount and forecast transaction amount is as follows:

Amount: million

Project Receiving Agency Mode Bank Self - provisioning Client Weifang Development Customer Total

11-12 Months Forecast data 197,524.57 3,962,016.87 4,140,346.75 8,299,888.19

11-12 Months Actual data 212,026.93 4,955,696.49 3,641,572.22 8,809,295.64

Completion level 107.34% 125.08% 87.95% 106.14%

Weifu Tong 2016 11-12 months of mobile payment sub-run business of the actual transaction amount exceeds the estimated amount of the transaction. Among them, the actual transaction amount of the bank's self-expanding customer and accepting agency model is more than the forecast transaction amount, and Weifang developed the customer to complete the forecast transaction amount of 87.95%.

In the bank model, wealth Development Limited customer transactions amount only in November and December 2016 only to complete the forecast transaction

The amount of 87.95%, with the management confirmed the main reason for the following:

为响应央行监管号召,促进移动支付行业健康发展,威富通及其渠道合作商于 2016 年 12 月主动加强了商户资质审核,进而导致当月银行模式下威富通开发客户 的交易金额出现一定程度下滑。上述现象属于偶发性事件,并不会对威富通未来的可持续盈利能力造成影响。同时,长期来看,主动清退不合规商户可消除潜在监管风险,促进业务健康发展。

2016 年 11-12 月预测收入和净利润分别为 7,519.74 万元、 3,182.25 万元, 根据标的公司未经审计的财务报表, 标的公司 2016 年 11-12 月 实现的收入和净利润分别为 8,400.40 万元、 4,387.88 万元,均实现了预测值。

(二)中介机构核查意见

经核查,独立财务顾问海通证券、评估师中企华评估认为: 威富通 2016 年银行自拓客户、受理机构模式的实际交易金额均超过预测交易金额,威富通开发客户完成预测交易金额的 87.95% 。

11-12 月的移动支付分润业务的实际交易金额超过本次评估预测交易金额。 among them

2016 年 11-12 月预测收入和净利润分别为 7,519.74 万元、 3,182.25 万元, 根据标的公司未经审计的财务报表,标的公司 2016 年 11-12 月 实现的收入和净利润分别为 8,400.40 万元、 4,387.88 万元,均实现了预测值。

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十七、 申请材料显示,银行自拓客户业务模式下的商户来源为银行自身拓展的商户资源,而威富通开发客户业务模式下的商户则来源于威富通商务拓展团队或威富通合作的渠道服务商帮助银行拓展。收益法评估时预测 2017 年后,银行自有商户的数量和交易金额将保持行业的自然增长,威富通开发客户业务模式下交易金额的测算未披露具体的过程和依据。申请材料同时显示,随着银行等机构进入移动支付领域并不断发展壮大,未来年度银行自拓商户业务费率约为 0.011%,威富通推荐客户模式下业务费率将维持在 0.08%-0.085%之间,威富通直拓客户模式的费率未来年度将维持在 0.3%附近,同时,新签合同显示,企业收入确认金额从手续费转变为手续费减去银行成本后的净额。请你公司: 1)按业务模式补充披露威富通未来年度交易金额的具体测算依据、过程和合理性。2)比对报告期各业务模式下的交易费率,结合收入确认范围的变化情况,补充披露威富通未来年度业务费率预测的合理性。 3)补充提示业务费率下降的风险。请独立财务顾问和评估师核查并发表明确意见。

回复:

(一) 威富通未来年度交易金额的具体测算依据、过程和合理性分析

1、 威富通未来年度交易金额的具体测算依据和过程

( 1 ) 受理机构模式

受理机构模式未来年度的交易金额预测分为两部分进行预测, 2016 年 11 月份的交易金额预测和 2016 年 12 月及以后年度每月份交易金额的预测。

1 ) 2016 年 11 月份的交易金额预测主要由威富通管理层基于 2016 年 11 月 1日—11 月 21 日的交易金额模拟预测;受理机构模式 2016 年 11 月 1 日—11 月21 日的交易金额具体如下:

单位:万元

时间 交易金额 时间 交易金额

2016/11/1 3,403.42 2016/11/12 4,198.69

2016/11/2 3,115.73 2016/11/13 4,211.00

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时间 交易金额 时间 交易金额

2016/11/3 3,034.04 2016/11/14 2,786.33

2016/11/4 3,279.47 2016/11/15 2,811.84

2016/11/5 4,968.13 2016/11/16 2,887.42

2016/11/6 3,987.43 2016/11/17 2,836.93

2016/11/7 2,787.34 2016/11/18 3,110.35

2016/11/8 2,841.80 2016/11/19 3,793.81

2016/11/9 2,941.44 2016/11/20 3,728.28

2016/11/10 3,279.71 2016/11/21 2,684.25

2016/11/11 4,891.98

合计 71,579.41

最近 7 天平均交易金额 15 日-21 日 3,121.84

22-30 日预计交易金额 最近 7 天平均交易金额*9 天 28,096.58

11 月份合计 99,675.98

注: 以上数据均由威富通提供。

2) 2016 年 12 月及以后年度每月份交易金额的预测主要基于的 2016 年 11

月份预测交易金额和威富通未来的发展战略。因威富通未来的发展重心为银行模

式, 威富通将不断将受理机构模式的商户引流到银行模式中,故威富通管理层预

测 2016 年 12 月至 2018 年 12 月份受理机构模式日均交易金额将保持着每月 5%

的递减幅度。在 2019 年及以后年度的每月交易金额将保持着与 2018 年 12 月份

同样水平。

综上所述,未来年度受理机构模式业务的交易量如下表:

单位:万元

年份 2016 年 2017 年 2018 年 2019 年 2020 年 2021 年

11-12 月

交易 197,524.57 837,305.41 452,446.43 336,397.12 337,318.76 336,397.12

Amount of money

(2) 二次清分

威富通已在中国人民银行规定的整改期限前全面停止了二清业务,原有二清业务模式下与商户签订的合同也已全部终止,故本次评估不再预测未来年度的二次清分业务交易流量。

(3) 银行模式

银行模式根据商户来源的不同可细分为两部分,分别为银行自拓客户业务模式和威富通开发客户业务模式。银行自拓客户业务模式下的商户来源为银行自身拓展的商户资源,而威富通开发客户业务模式下的商户则来源于威富通商务拓展团队或威富通合作的渠道服务商帮助银行拓展。 details as follows:

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1 ) 银行自拓客户业务模式

银行自拓客户业务模式的交易金额预测分为两部分, 2016 年 11 月份的交易金额预测和 2016 年 12 月及以后年度每月份交易金额的预测。

①2016 年 11 月份的交易金额预测主要由威富通管理层基于 2016 年 11 月 1日—11 月 21 日的交易金额模拟预测; 2016 年 11 月 1 日—11 月 21 日的交易金额具体如下:

单位:万元

时间 交易金额 时间 交易金额

2016/11/1 63,657.22 2016/11/12 68,156.35

2016/11/2 75,479.44 2016/11/13 68,530.05

2016/11/3 82,055.46 2016/11/14 65,867.44

2016/11/4 97,119.65 2016/11/15 79,821.50

2016/11/5 76,489.83 2016/11/16 80,361.69

2016/11/6 78,882.98 2016/11/17 74,090.28

2016/11/7 87,783.87 2016/11/18 70,973.61

2016/11/8 75,043.93 2016/11/19 59,793.01

2016/11/9 73,101.61 2016/11/20 61,438.77

2016/11/10 77,255.06 2016/11/21 75,800.11

2016/11/11 96,076.98

合计 1,587,778.82

22 30 日预计交易金额 由威富通管理层预测,预测日均成交金额 581,208.51

-

略低于最近 7 天平均交易金额,谨慎合理

11 月份合计 2,168,987.34

注: 以上数据均由威富通提供。

②2016 年 12 月及以后年度交易金额的预测

银行自拓客户业务在 2016 年 7-9 月保持着持续高速增长,主要是由于随着中国人民银行对于二清业务问题的整治,越来越多的原有在二清业务模式下的商家转移到银行,使得银行自有商户数量持续增长,但在 2016 年 10 月份,银行自拓业务交易量呈现较低幅度的下滑, 据企业管理层预测,在 2016 年 11-12 月份,银行自拓客户业务交易量仍将会继续回调, 考虑到威富通在 7-9 月保持着持续高速增长,而 10 月份相对 9 月份的交易金额相对稳定,故企业管理层预计回调后的交易金额将略低于在 2016 年 8 月份(最后一个交易金额高速增长月份前的交易月份)交易金额,企业管理层预测 2016 年 12 月的交易金额将在 11 月份的交易金额的基础上下跌 20% 。

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对于 2017 年及以后年度,现有银行自有商户的数量和交易金额将保持行业的自然增长,但考虑到威富通与各大银行签订的合作协议将陆续在 2017、 2018年正式展开, 2017 年及以后年度的银行自拓业务将继续保持较快发exhibition. Specific projections are as follows:

The amount of the transaction for 2017 and subsequent years is forecasted on the basis of the monthly turnover. As the 2017 and 2018 for the industry's rapid growth period, but taking into account the Spring Festival will affect the mobile payment industry to a certain extent the amount of transactions, so in 2017, 2018 in the 1-4 months of the transaction amount forecast to maintain stability, Growth; for the year of 2019 and the following year in January to forecast a slight decline. For the year from May to December in accordance with the steady growth trend forecast, and to maintain a steady decline in the growth rate of each year.

2) Weifu Tong development of customer business model

Weifu Tong development of customer business model, including Weifu Tong recommended customer model and Weifu Tongtuo direct customer model, which Weifu Tong recommended customer model for other institutions to expand their business into the Weifu Tong to provide technical services under the bank , Weifu Tong received a certain technical service fee. Weifu Tongtuo customer model for Granville Fortis through its cooperation in the channel service providers and their own market team to expand business, Granville Fortis will be part of the business to expand to Weifu Tong to provide technical services to the bank.

For Weifu Tong development of customer business model for the next year's transaction flow forecast is divided into two parts, in November 2016 the amount of the transaction forecast and December 2016 and subsequent years the amount of monthly transactions forecast.

(1) The transaction amount forecast for November 2011 is mainly based on the transaction amount forecast of Weifu Tong Management Group on November 1 - November 21, 2016. The transaction amount from November 1 to November 21 of 2016 is as follows:

Unit: million

Time Transaction Amount Time Transaction Amount

2016/11/1 74,855.58 2016/11/12 76,434.08

2016/11/2 74,057.65 2016/11/13 86,427.06

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Time Transaction Amount Time Transaction Amount

2016/11/3 70,917.98 2016/11/14 86,837.73

2016/11/4 67,208.85 2016/11/15 87,601.52

2016/11/5 67,613.73 2016/11/16 77,126.85

2016/11/6 61, 427.72 2016/11/17 86,814.85

2016/11/7 67,850.71 2016/11/18 70,430.84

2016/11/8 81,115.70 2016/11/19 69,284.92

2016/11/9 72,129.72 2016/11/20 66,461.40

2016/11/10 81,872.54 2016/11/21 69,027.88

2016/11/11 77,384.67

Total 1,572,881.96

22-30 days is expected to be submitted by Weifu Tong management forecast, forecast daily turnover of 643,577.76

Easy amount is slightly lower than the average amount of transactions in the last 7 days, cautious and reasonable

Total in November 2,216,459.72

Among them: Weifu Tong recommended customer model 2,052,617.26

Weifu Tongtuo customer model 163,842.46

Note: The above data are provided by Weifu Tong.

② Forecast of the amount of transactions in December and August 2016

Due to Weifu Tong development of customer business model in October 2016, November maintained a rapid growth, the average daily trading volume growth rate of 31.96% and 116.04%, due to the principle of prudence, Wealth Management will In December 2016, the forecast transaction flow was appropriately lowered, down 16%.

For the 2017 and subsequent years, the forecast transaction flow, taking into account the Weifu Tong to ensure that the continuous expansion of customer business model of sustainable development, Weifu Tong established the Shenzhen-Chi-Pong Information Service Co., Ltd., and straight extension of customer business model all By the company responsible for operation, Weifu Tong share of 70%. The future year With the continuous expansion of the industry and the continuous improvement of corporate influence, Weifu Tong development of customer business will maintain a rapid pace of development.

For the development of Weifu Tong customer business, although Weifu Tong established Shenzhen Chi-Pong Information Service Co., Ltd. to develop new customers, but the number of its customer growth potential than the bank self-extension customer business is relatively low, so Wealthy development of customer business The monthly growth rate for the coming year is slightly lower than that of the bank's self-expanding customer service, and the growth rate of the next year will remain stable.

2, Weifu Tong future annual transaction amount forecast rationality analysis

(1) For the institutional model business, Wealth Management expects the daily transaction amount of the institutional model to be maintained at 5% per month from December 20 to December 2018. The monthly transaction amount in 2019 and subsequent years will remain at the same level as in December 2018. The forecast is relatively risky and is in line with the development strategy of Weifu Tong in the form of banking model for the development of the focus, is reasonable and prudent.

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(2) For the two clear business, because Weifu Tong has a comprehensive stop the business, so the next year is no longer predict, with reasonable.

(3) For the banking model business, Weifu Management's management based on the benchmark has developed rapidly, due to the principle of prudence, for the December 2016 transaction flow forecast will be a certain degree of callback.

The amount of the forecast transaction for 2017 is compared with the amount of forecast transaction in November 2016. (Due to the fact that the November 2010 data are based on the data projections from November 1-21, 2016, the accuracy is high. November 2016 transaction flow and 2017 average monthly transaction flow comparison), as follows:

Unit: million

Bank own customers Wealthy development of customers

Transaction amount in November 2016 2,168,987.34 2,216,459.72

2017 Monthly transaction amount 2,467,426.07 2,423,311.78

Growth rate 13.76% 9.33%

Mobile payment industry growth rate in 2015 379.06%

Mobile payment industry in 2014 growth rate of 134.34%

As we can see from the above table, wealth Management's forecasted growth rate of 2017 transactions per month is much lower than that of the mobile payment industry in November 2010 compared with the growth rate of the transaction flow in November 2010, with caution rationality.

The growth rate for the year after 2017 is stable and declining over 2017, in line with the principle of prudence.

(2) the rationality of Weifutong's future annual business rate forecast

1, the assessment of the base rate rate

(1) accept the agency model

Unit: million

Total technical service Third party payment Third party support Actual technical actual technical service

Interval billing transaction fee rate Company cost (including pay the company into a service fee net rate

Tax rate)

July 43,936.45 0.3526% 85.99 0.1957% 68.93 0.1569%

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August 55,329.82 0.3494% 110.66 0.2000% 85.36 0.1543%

September 64,623.99 0.3510% 129.25 0.2000% 100.92 0.1562%

Note: The above data are provided by Weifu Tong.

Due to the longer reconciliation period between Weifu Tong and the receiving organization, weifeng failed to provide the above-mentioned operating data of the agency model in October 2016, and from July to September of 2016 Technical service fee rate, third-party payment company cost rate and the actual technical service rate is relatively stable, so the 2016 data from July to September to determine the future rate is reasonable. This time wealth management uses the actual rate in September 2016 as the future annual reference rate. Weifu Tong's revenue recognition method is adjusted from the total amount method to the net method, that is, the amount of income is adjusted from the total technical service fee to the actual technical service fee. Therefore, the adjusted rate after the assessment date is the actual technology in the above table Service rate. Identified as 0.1562%.

(2) bank model - bank self-extension business model

The assessment base rate is as follows:

Unit: million

During the period, the total transaction fee for billing transactions

September 3,682,357.00 1,466.39 0.0398%

October 3,666,414.26 750.31 0.0205%

Note: The above data are provided by Weifu Tong.

Taking into account the relatively low rate in October and the rate for the most recent period, 0.0205% will be used as the reference rate for future years.

Bank self-provisioning business in Weifu Tong to provide services for banks, without direct costs, the corresponding platform development, maintenance costs in the period reflected in the cost. The scope of future annual income recognition is not adjusted.

(3) Weifu Tong developed customer model

Weifu Tong development of customer business model, including Weifu Tong recommended customer model and Weifu Tongtuo customer model.

① Wealthy recommended customer model

Unit: million

Period Billing Trading Flow Technical Service Fee Rate Bank Cost Cost Ratio Deduction Cost Net Revenue Rate

After net income

September 555,992.38 2,232.62 0.4016% 1,112.00 0.2000% 1,120.63 0.2016%

October 940,629.64 3,619.12 0.3848% 1,949.79 0.2073% 1,669.33 0.1775%

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November 2,052,617.26 7,324.08 0.3568% 4,158.84 0.2026% 3,165.24 0.1542%

Note: The above data are provided by Weifu Tong.

Taking into account the relatively low rate in November 2016, and the rate for the most recent period, it will be 0.1542% as the reference rate for future years. Weifu Tong's revenue recognition method is adjusted from the total amount method to the net method, that is, the income amount is adjusted from the technical service fee to the net income after deducting the cost. Therefore, the adjusted rate after the assessment date is the net income rate in the above table. That is, the assessment of the base date adjusted after the rate is determined to be 0.1542%.

② Weifu Tongtuo customer model

Unit: million

Period Billing Trading Flow Technical Service Fee Rate Bank Cost Cost Ratio Deduction Cost Net Revenue Rate

After net income

September 221,442.07 1,565.00 0.7067% 833.62 0.3765% 731.38 0.3303%

October 124,598.57 1,158.97 0.9302% 471.14 0.3781% 687.82 0.5520%

November 163,842.46 1,475.36 0.9005% 544.44 0.3323% 930.92 0.5682%

Note: The above data are provided by Weifu Tong.

Consider the actual rates in October and November are closer, and the actual rate for the last two periods, so the adjustment method is adjusted to the net method, that is, the amount of income from the technical service fee adjusted to deduct the cost of net income, so the assessment The adjusted rate at the base date is the net income rate in the table above. The adjusted rate after the assessment date is determined to be 0.5520%.

10, November rates are lower as reference rates for future years. Weifu Tong's revenue recognition method from the total

2. Future annual business rates

The annual operating rates for the future are as follows:

Business Type Assessment Base Day 2016 2017 2018 2019-2020 2021

11-12 months

Agency model 0.1562% 0.1407% 0.1104% 0.0916% 0.0847% 0.0839% 0.0839%

Bank Mode - Bank Self-extension Merchant 0.0205% 0.01845% 0.0145% 0.0120% 0.0111% 0.0110% 0.0110%

Bank model - Weifu Tong recommended customer model 0.1542% 0.1388% 0.1090% 0.0905% 0.0824% 0.0816% 0.0816%

Bank model - Weifu Tongtuo customer model 0.5520% 0.4968% 0.3900% 0.3237% 0.2946% 0.2917% 0.2917%

Note: The base date for the assessment is based on the net method.

The rate growth rate for each business model is as follows:

Type of business 2016 years 11-12 months 2017 years 2018 years 2019 years 2020 2021 years

Agency Mode -10% -22% -17% -8% -1% 0%

Bank Mode -10% -21% -17% -8% -1% 0%

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Type of business 2016 years 11-12 months 2017 years 2018 years 2019 years 2020 2021 years

- Bank from the extension business

Bank Mode 10% 21% 17% 9% 1% 0%

Weifu Tong recommended customer model - - - - -

-

Bank Mode 10% 21% 17% 9% 1% 0%

Weifu Tongtuo customer model - - - - -

-

The gross margin of each business model during the reporting period and forecast period is as follows:

Type of business 2015 2016 2016 2017 2018 years 2019 years 2020 2021 years

1-10 months 11-12 months

Acceptance Agency Mode 71.89% 69.21% 24.09% 12.86% 5.46% 5.90% 5.96% 5.96%

Bank Mode 75.48% 63.13% 86.31% 84.22% 81.81% 80.99% 81.02% 80.94%

Restoration of the agency after the model 71.89% 69.21% 9.95% 4.57% 1.71% 1.76% 1.76% 1.76%

Restricted Bank Mode 75.48% 63.13% 39.62% 33.87% 29.90% 28.38% 28.38% 28.38%

Note 2: The bank model after the reduction of the accounting method is reduced from the net method to the bank after the total amount method. 2. The bank mode after the reduction is the method of accounting mode;

Note 3: Revenue after reduction = (future forecast rate + estimated bank rate on base date / third party payment company cost rate) × transaction flow

Costs after reduction = (future forecast ratio of subcontracts + bank rate of assessment base date / third party payment company cost rate)

Transaction traffic

Gross margin after reduction = (Revenue after restoration - Cost after reduction) / Revenue after reduction

Note 4: Calculate the bank cost rate on the base date, the third-party payment company's cost rate and the future forecast of the proportion of the specific method of determining the specific reference to this reply 'Question nineteen / (a) enterprise assessment base date and the next year, Reasonability of cost forecasting '

From the above table we can see that Weifu Tong management predicted the operating rates are stable and declining trend, forecast gross margin level also showed a significant decline, which accepted the agency model accounting method from the net method to the total amount of law after the reduction Interest rate fell by 97.46%, the bank model fell by 55.04%, the decline has been fully taken into account the future rate of decline in the future may be on the Weifu Gross margin impact. It is prudent and reasonable to manage the rate.

(C) the risk of mobile payment software technical service fee reduction

With the rise in transaction traffic and the emergence of new entrants to the industry and the intensification of competition, customers will propose to reduce the payment of their mobile payment software service fee rates possible. The underlying company may face the risk of further lowering its mobile payment software technical service fee rate. To remind investors to pay attention to the underlying company mobile payment software technology service fee rate reduction led to the underlying company's revenue may decline to affect the performance of the underlying company's risk.

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(4) Intermediary verification opinions

After verification, the independent financial adviser Haitong Securities, the assessor of China Enterprise assessment that: Wealth Management reported the amount of business transactions and transaction rates are cautious and reasonable, the amount of the forecast for the next year the amount of transactions in the assessment of the base date of the actual transaction amount Based on the full consideration of the amount of the annual trading volume of the temporary decline in the risk, with the rationality of the same time, Granville Fortis management fully take into account the institutional model and the bank model transaction rate decline on the impact of gross margin, which accept the agency The decrease in the gross margin of the model accounting method from the net method to the total amount method was 97.46%, and the decline in the bank model was 55.04%. This decline was taken into account in view of the possible decline in the annual rate influences. The amount of transaction and transaction rates predicted by Fortune Management is prudent and reasonable; the listed company has added the risk of declining business rates.

18, the application materials are missing, such as P268, P269 'Wealthy recommended customer model' and 'Wealthy direct expansion of customer model' related to the amount of transaction data in the form of errors, please the company and the independent financial adviser to check the full text and Modify the error.

Reply:

P268 page data has been updated, 2016 16-10 months of the transaction flow is as follows:

Unit: million

Turnover growth rate

Weifu Tong Weidong Tongtuo Weitong Fortune recommended Weifu Fortune Fortune Fortune push

Time development customer customer model customer model development customer direct extension customer recommended customer model

Household model

July 16, 2006 663,008.77 119,470.07 543,538.70 63.27% 29.06% 73.37%

August 1616 665,436.46 125,231.04 540,205.42 0.37% 4.82% -0.61%

2016 September 777,434.45 221,442.07 555,992.38 16.83% 76.83% 2.92%

October 2016 1,065,228.21 124,598.57 940,629.64 37.02% -43.73% 69.18%

19. The application materials show that the cost of the future year in the Wealth Bank model is determined based on the agency cost of the assessment base date. The agency cost of the enterprise is determined according to the current transaction flow and the proportion of the agent. In view of the continuous decline of the annual rate of the enterprise, the proportion of the agent in the next year will be considered as appropriate on the basis of the assessment date. Please the company: 1) to supplement the disclosure of the expected period Weifu Fortune annual agent sub-proportion, and compared to the reporting period and the new contract contract agent ratio, supplement disclosure Weifu Tong business cost forecast rationality. 2) to supplement the disclosure of Weifu Tong in the banking model of the gross margin situation, and compared to the reporting period data, further supplement the disclosure of Wealthy Forecast period mobile payment margin business profit margins reasonable. Ask the independent financial adviser and the assessor to verify and express a clear opinion.

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Reply:

(1) the rationality of the proportion of the agent's base and the future

1, Weifu Tong in the assessment of the base year and the next year's mobile sub-Run payment business agent ratio and operating costs of the rationality of the rationality of the forecast

(1) Weifu Tong in the assessment of the base date of the mobile payment sub-business balance of the agent

Weifu Tong in the assessment of the base date of the mobile payment sub-run business agent split the specific proportion is as follows:

Business Type Assessment Base Day 2016 11-12 Month 2017 Year 2018 Year 2019 Year 2020 2021

Agency model 0.1068% 0.1068% 0.0962% 0.0866% 0.0797% 0.0789% 0.0789%

Bank Mode 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

- Bank from the extension business

Bank model 0.0137% 0.0137% 0.0123% 0.0117% 0.0111% 0.0110% 0.0110%

Wealthy recommended customer model

Bank Mode 0.1671% 0.1671% 0.1506% 0.1431% 0.1359% 0.1345% 0.1345%

- Weifu Tongtuo customer model

Note 1: The base date of the assessment is the proportion of the agent in the same caliber as in the future year, without considering the cost of the third party payment company (limited to the receiving agency mode).

Note 2: The above data is provided by Weifu Tong.

(2) Analysis of the rationality of the business cost forecast of the mobile payment for the next year

1) Reasonable analysis of business cost forecast in the mode of accepting agency

The operating costs in the accepting agency mode are mainly paid by the company to the third party to pay the technical service fee of the company and the agent to the agent.

In the admissibility of the agency model, the receiving institution mainly pay for the WeChat, and the transaction amount of the WeChat payment in the year of 2016 is about 90% of the transaction amount of the receiving agency mode. And Weifu Tong management to predict the future annual acceptance of the institutional model of trading volume to maintain the downward trend, so the future year of the admissibility of the institutional model of the relevant rates and the proportion of the proportion of WeChat to pay the relevant data more in line with the future development of Wealthy.

As of the date of assessment, the agency model - WeChat payment agent ratio is as follows:

Unit: million

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During the period of billing transactions Third-party payment of the public Third party to pay the public management of the sub-Run (tax included)

Cost (tax included)

July 43,936.45 85.99 0.1957% 41.61 0.0947%

August 55,329.82 110.66 0.2000% 53.16 0.0961%

September 64,623.99 129.25 0.2000% 69.05 0.1068%

Note: The above data are provided by Weifu Tong.

Due to the longer reconciliation period between Weifu Tong and the receiving organization, weifeng failed to provide the above-mentioned operating data of the agency model in October 2016, and from July to September of 2016 The proportion of agents is relatively stable, the management that the 2016 data from July to September to determine the proportion of agents in the next year is reasonable. Weifu Fortune and agents agreed by the agent of the proportion of different proportions, so the 2016 July-September the proportion of agents in the distribution of the existence of fluctuations. The management of the September 2016 agent with the proportion of the proportion of 2016 for the 11-12 month forecast agent split ratio.

The proportion of changes in the proportion of agents in the future year is mainly based on the trend of the rate of change of the institutional model, and the downward trend of the gross profit of the future year is maintained. details as follows:

Business Type Assessment Base Day 2016 11-12 Month 2017 Year 2018 Year 2019 Year 2020 2021

Agents Proportion 0.1068% 0.1068% 0.0962% 0.0866% 0.0797% 0.0789% 0.0789%

Agents Proportional rate of change - 0.00% -10% -10% -8% -1% -

Reception Agency Mode Rate 10% 22% 17% 8% 1%

Trend - - - - - - -

From the above table we can see that the decline of the proportion of agents in the next year is far lower than the change trend of the agency model rate, and the steady decline of the gross margin level of the future annual acceptance mechanism model is maintained.

To sum up, the proportion of the agent in the future model of the receiving agency model adopts the highest proportion of the profit ratio for a period of time before the assessment date, and the gross profit margin of the accepting agency model in the future year shows a relatively large decline trend. The estimated operating costs for the coming year are prudent and reasonable.

2) Bank model - the rational analysis of the proportion of agents in the bank

Bank of self-extension customer business Weifu to provide technical services to banks, the net method to confirm income, no direct business costs, so the future annual operating cost forecast is zero.

3) Bank model - Weifu Tong development of the agent of the proportion of rationality analysis

Weifu Tong development of customer business model, including Weifu Tong recommended customer model and Weifu Tongtuo customer model

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① Weifu Tong recommended customer model of the rational distribution of the proportion of agents

Weifu Tong recommended customer model for other agencies to expand their business into the Weifu Tong to provide technical services under the bank, Weifu Tong received a certain technical service fee. Weifu Tong 20-16 years 9-11 months recommended customer model of the agent sub-proportion of specific as follows:

Unit: million

Period billing transaction flow bank cost bank cost rate agent sub - agent

(Tax included) (tax included)

September 555,992.38 1,112.00 0.2000% 109.43 0.0197%

October 940,629.64 1,949.79 0.2073% 128.31 0.0137%

November 2,052,617.26 4,158.84 0.2026% 150.54 0.0073%

Note 1: November data are predicted from November 1-21 data simulation.

Note 2: The above data are provided by the enterprise.

Note 3: In October, the proportion of agent is calculated as 0.01364%, taking into account the final data as the proportion of the agent in the future, for the principle of prudence, the agent split ratio up to 0.0137%.

Weifu Tong 2016 in September and September of the consolidated agent showed a downward trend in the proportion of the main reason is the Weifu Tong and agents agreed by the proportion of agents are different from the same, due to the September agent cost is significantly higher than the 10, 11 agents in terms of cost, and the time is relatively early, so the management of the use of 2016 10-11 November agent ratio of the larger proportion of 0.0137% as Weifu Tong recommended customer model in 2016 11- December forecast agent split ratio. So the estimated operating costs for the 11-16 month of 2016 are prudent and reasonable.

The future of Weifu Tong recommended customer model agent sub-proportion of changes in the trend of the main reference Weifu Tong recommended customer model of the rate of change, as follows:

Business Type Assessment Base Day 2016 11-12 Month 2017 Year 2018 Year 2019 Year 2020 2021

Agent Proportion 0.01364% 0.0137% 0.0123% 0.0117% 0.0111% 0.0110% 0.0110%

Agents Proportional rate of change - 0.00% -10% -5% -5% -1% -

Weifu Tong Recommended customer model 10% 21% 17% 9% 1%

rate

From the above table we can see that the future of Weifu Tong recommended customer model of the proportion of agent decline is much lower than Weifu Tong recommended customer model rate changes in the forecast period Weifu Tong recommended customer model of the gross margin level was stable decline State, so the management for the future annual operating costs of the forecast is prudent and reasonable.

② Weifu Tongtuo customer model of the rational distribution of the proportion of agents

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Weifu Tongtuo customer model for Granville Fortis through its cooperation channels and market sectors to expand business, Granville Fortis will be part of the business to expand to Weifu Tong to provide technical services under the bank. 2016 years 9-11 months, Weifu Tong extension of the customer model of the agent is divided as follows:

Unit: million

Period billing transaction flow bank cost bank cost rate agent sub - agent

(Tax included) (tax included)

September 221,442.07 833.62 0.3765% 271.52 0.1226%

October 124,598.57 471.14 0.3781% 239.56 0.1923%

November 163,842.46 544.44 0.3323% 273.71 0.1671%

Note 1: November data are predicted from November 1-21 data simulation.

Note 2: The above data are provided by the enterprise.

Weifu Tong 2016 in September and September of the consolidated agent showed a trend of the distribution of the trend, mainly Weifu Tong and agents agreed to the proportion of agents are different from the same, taking into account the November 2016 agent split ratio of The proportion of the agent in the most recent period, and the proportion of the agent than the average ratio of 9-11 months in 2016, the proportion of the average agent is closer, so the management of the use of the November 2016 agent ratio as the future Forecast agent split ratio, so the 2016 11-12 month forecast operating costs are cautious and reasonable.

In the coming year, we will refer to the change trend of the rate of the Weifu Tongtuo customer model, and the gross profit margin of the future year will show a stable downward trend. details as follows:

Business Type Assessment Base Day 2016 11-12 Month 2017 Year 2018 Year 2019 Year 2020 2021

Agents Proportion 0.1671% 0.1671% 0.1506% 0.1431% 0.1359% 0.1345% 0.1345%

Agents Proportional rate of change - 0.00% -10% -5% -5% -1% -

Weifu Tong Recommended customer model 10% 21% 17% 9% 1%

Rate of change rate - - - - - - -

From the above table we can see that the decline in the proportion of agents in the future business model is far lower than that of Weifu Tongtuo customer model, and the gross profit margin of future Weifu Tongtuo customer model is presented Stable downward trend, so the next year's operating cost forecast is cautious and reasonable.

(B) the pattern of the gross margin of the future of the banking model and the rationality of the gross margin of the mobile payment

1, the banking model of the future annual gross margin situation

The gross margin of the banking model in the reporting period and the forecast period is shown in the table below:

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Type of business 2015 2016 years 2016 years 2017 years 2018 years 2019 years 2020 2021 years

Year 1-10 months 11-12 months

Future Forecast Bank Mode 75.48% 63.13% 86.31% 84.22% 81.81% 80.99% 81.02% 80.94%

2, mobile payment sub-profit business gross margin rationality analysis

The gross margin of the mobile payment business during the reporting period and the forecast period is as follows:

Type of business 2015 2016 years 2016 years 2017 years 2018 years 2019 years 2020 2021 years

Year 1-10 months 11-12 months

Acceptance Agency Mode 71.89% 69.21% 24.09% 12.86% 5.46% 5.90% 5.96% 5.96%

Bank Mode 75.48% 63.13% 86.31% 84.22% 81.81% 80.99% 81.02% 80.94%

Restoration of the agency after the model 71.89% 69.21% 9.95% 4.57% 1.71% 1.76% 1.76% 1.76%

Restricted Bank Mode 75.48% 63.13% 39.62% 33.87% 29.90% 28.38% 28.38% 28.38%

Note 2: The bank model after the reduction of the accounting method is reduced from the net method to the bank after the total amount method. 2. The bank mode after the reduction is the method of accounting mode;

Note 3: Revenue after reduction = (future forecast rate + estimated bank rate on base date / third party payment company cost rate) × transaction flow

Costs after reduction = (future forecast ratio of subcontracts + bank rate of assessment base date / third party payment company cost rate)

Transaction traffic

Gross margin after reduction = (Revenue after restoration - Cost after reduction) / Revenue after reduction

Note 4: Calculate the bank cost rate on the base date, the third-party payment company's cost rate and the future forecast of the proportion of the specific method of determining the specific reference to this reply 'Question nineteen / (a) enterprise assessment base date and the next year, Cost rationality of the forecast. '

From the above table we can see that the management of Weifu Tong management model and the banking model accounting method from the net method to the total amount of the gross margin after the gross margin over the historical year showed a significant decline in gross margin, which accepted institutions The decline in the model reached 97.46%, the bank model fell by 55.04%, the decline has been fully taken into account the future rate of decline may be on the Weifu Gross margin impact. It is prudent and reasonable to manage the gross margin forecast.

(3) Verification opinions of intermediaries

After verification, independent financial adviser Haitong Securities, appraiser in the assessment of China Enterprise: Weifu Fortune in the next year's operating cost forecast is cautious and reasonable, the management of the forecasting agency model and the bank model accounting method from the net method to restore to The gross margin after the gross method has a significant decrease compared with the gross profit of the historical year. The decrease of the agency model is 97.46% and the bank mode is down by 55.04%. This decline has taken full account of the decline in the annual rate May have an impact on Weifu's gross margin. It is prudent and reasonable to manage the gross margin forecast.

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Twenty, the application materials show that the cost of bank model is divided into bank self-expansion customer costs and Weifu Tong development of customer business costs, the bank from the customer service enterprises to provide services, without direct costs, the corresponding platform development, maintenance costs Cost reflected. Please add the amount of the transaction amount in the future business of the bank to expand the amount of the transaction in the future, and make sure that the fee for the period related to the development and maintenance of the future is sufficient. Ask the independent financial adviser and the assessor to verify and express a clear opinion.

Reply:

(A) combined with the future annual bank self-expansion of customer business model of the transaction amount of the growth of the situation, to supplement the future of Wei Fortune and platform development and maintenance costs related to the cost of the provision is sufficient

Weifu Tong historical year and the development of bank model platform, maintenance costs are mainly reflected in the cost of network services, research and development costs - network service fees, research and development costs - wages and product planning center - wages (the four costs corresponding to mobile payment points Run the business development costs and maintenance costs). Weifu Tong historical year and future year platform development, maintenance costs and other expenses are as follows:

Unit: million

Year 2014 2015 2016 2016 2017 2018 2019-2020 2021

1-10 months 11-12 months

Internet Service Fee 12.77 16.42 83.28 50.38 251.04 336.64 408.72 472.78 513.86

Artificial 442.10 985.18 2,026.55 570.89 4,786.26 5,819.74 6,840.17 7,802.63 8,738.94

Total 454.87 1,001.60 2,109.83 621.27 5,037.30 6,156.39 7,248.89 8,275.40 9,252.81

1, the network service fee forecast

The forecast for network service fee is determined by Weifu Tong R \u0026 D department according to Weifu Tong's annual trading volume. The basis is as follows:

According to the company's R \u0026 D department is expected, the amount of different services under the minimum cost of network services as follows:

Support for transaction order orders can support the minimum expected cost

(Million / day) Price (yuan / transaction type service type unit price (million / year) (million)

Pen) ​​(billion)

Database server 20 2.4

3,000 78 8,541 Application Server 37 0.8 80.1

Cache Server 5 0.5

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Database Server 24 2.64

5,000 78 14,235 Application Server 50 0.88 112.86

Cache server 10 0.55

Database Server 35 2.9

8,000 78 22,776 Application Server 80 0.97 188.155

缓存服务器 15 0.61

注: 78 元的订单单价由企业预计, 该订单单价低于中国清算协会统计的移动支付行业的平均单笔订单单价。

威富通未来年度移动支付分润业务、银行模式预测交易金额具体如下:

单位:亿元

业务类型 2016 年 11-12 月 2017 年 2018 年 2019 年 2020 年 2021 年

银行自拓商户 396.20 2,960.91 5,759.03 8,610.30 10,331.04 11,316.12

移动支付分润业务 829.99 5,952.62 10,396.06 14,529.26 17,057.17 18,657.67

最低预计费用 少于 13.35 少于 80.1 80.1-188.155 112.86-188.155 112.86-188.155 112.86-188.155

本次预测网络费用 50.38 251.04 336.64 408.72 472.78 513.86

本次预测的网络费用大于威富通预测交易金额下的最低需求网络费用,是合理谨慎的。

2、人工费用的预测

人工费用由研发费用-工资和产品策划中心-工资组成,由威富通管理层根据未来年度的发展规划进行预测,具体由人数与人均工资计算确定。

( 1 ) 未来年度预测的人数具体如下:

项目名称 2016 年 1-10 月 2016 年 11-12 月 2017 年 2018 年 2019 年 2020 年 2021 年

科研人员 71 100 170 187 202 206 206

产品人员 26 40 68 75 81 83 83

合计 97 140 238 262 283 289 289

注:以上人数均为期间平均人数。

因威富通的移动支付软件系统已经开发完毕,后期主要为正常的维护、更新。故未来年度的预计人数增长率低于交易流量的增长率是合理的,且威富通未来年度的人数增长率达到 197.94% ,已经充分满足威富通未来的业务发展需要。

(2) 未来年度预测的人均工资具体如下:

人均工资由工资和奖金两部分组成。对于评估基准日前的在职员工,未来年度的在 2016 年 10 月份的实发工资的基础上, 采用每年年中 12% 的增长率进行预测。对于新增员工,按照评估基准日普通科研人员和产品人员的人均工资进行预测,未来年度的工资增幅与在职员工工资增长率预测保持一致。

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对于未来年度的员工奖金根据威富通的实际状况进行预测。 2016 年, 威富通管理层按照各部门贡献确定奖金,合计金额约为 2000 万元。除 2016 年以外,以后各年度的奖金按照威富通 2015 年的发放标准 (4 个月工资) 进行预测。

(二)中介机构核查意见

经核查, 独立财务顾问海通证券、 评估师中企华评估认为:威富通未来年度预测的网络费用高于最低需求金额,人均工资和人员数量持续保持较高增长,威富通未来年度与平台开发、维护费用相关的期间费用计提是充分合理的。

二十一、 申请材料显示,新沃资管计划是本次交易配套募集资金的认购方,截至报告书签署日,新沃资管计划认购对象及认购份额已确定,备案工作尚未完成。请你公司补充披露截至目前新沃资管计划备案手续的进展情况、预计办毕时间以及资管计划资金是否已足额募集到位。请独立财务顾问和律师核查并发表明确意见。

回复:

(一)新沃资管计划备案情况

截至本回复出具之日 ,新沃资管计划认购对象及认购份额已确定,备案工作尚未完成。

目前,资管计划管理人、托管人与全体认购人已签署《新沃彩虹锐进 1 号特定客户资产管理计划资产管理合同》,但资金尚未足额募集。待资金足额募集后,新沃基金管理有限公司将聘请法定验资机构验资,自收到验资报告之日起 10 日内,向中国证券投资基金业协会提交验资报告及客户资料表,办理相关备案手续。

根据新沃资管计划管理人新沃基金管理有限公司与上市公司签署的《股份认购合同》,在本次发行获得中国证券监督管理委员会核准后、发行方案于中国证券监督管理委员会备案前,新沃基金管理有限公司将努力促使资产管理计划资金足额募集到位,并完成备案程序。同时,按上述《股份认购合同》,若新沃基金管理有限公司未能履行合同约定的条款,应向上市公司承担违约责任。若给上市公司造成损失,应承担赔偿责任。

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同时,新沃资管计划全体认购人均承诺,在本次发行获得中国证券监督管理委员会核准后、发行方案于中国证券监督管理委员会备案前,认购人将按照资产管理计划约定足额缴纳资金,并协助完成备案程序。

重组报告书中已对相关事项进行风险提示,若新沃资管计划未能如期完成资管计划产品备案程序,则本次交易配套募集资金可能存在不确定性风险。特请投资者关注相关风险。

(二)中介机构核查意见

经核查,独立财务顾问海通证券认为: 截至本回复出具之日,新沃资管计划资金尚未足额募集、备案工作尚未完成。但新沃资管计划管理人及全体认购人均保证在本次发行获得中国证券监督管理委员会核准后、发行方案于中国证券监督管理委员会备案前足额缴纳资金,完成备案程序。

二十二、 申请材料显示,上市公司实际控制人之一尤小平参与本次募集配套资金。请你公司根据《证券法》第九十八条、《上市公司收购管理办法》第七十四条的规定,补充披露本次交易前尤小平及其一致行动人持有的上市公司股份的锁定期安排。请独立财务顾问和律师核查并发表明确意见。

回复:

(一)尤小平及其一致行动人的持股情况

上市公司第一大股东为华峰集团(尤小平持有其 79.63% 的股份), 上市公司实际控制人为尤小平及其一致行动人尤金焕、尤小华、尤小燕、尤小玲、陈林真。公司控制权自公司股票于 2011 年 2 月 22 日在深圳证券交易所上市交易至今未发生变更。

截至本回复出具之日,公司第一大股东华峰集团及公司实际控制人尤小平、尤金焕、尤小华、尤小燕、尤小玲、陈林真的持股情况如下所示:

股东名称 持股比例 持股数量 (股) 持有有限售条件的股份数量(股)

ChinaPeak Group 12.37% 58,750,000 0

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Eugene Hwan 8.24% 39,125,000 29,343,750

You Xiaohua 5.84% 27,750,000 20,812,500

Chen Linzhen 3.42% 16,250,000 12,187,500

You Xiaoyan 3.05% 14,500,000 10,875,000

You Xiao Ling 3.05% 14,500,000 10,875,000

(2) the relevant commitments before the transaction

Before the transaction, the company's largest shareholder Huafeng Group and the actual controller of the company You Xiaoping (when the company chairman), You Jinhuan, You Xiaohua, You Xiaoyan, You Xiaoling (when the company supervisor) Chen Linzhen promised on January 31, 2011: 'within thirty-six months from the date of listing of the Company's shares, do not transfer or entrust others to manage the shares of the Company which have been directly and indirectly held by the Company, Part of the shares '.

In particular, in addition to the above commitments, YOU Xiao-ping, YOU Xiao-yan, YOU Xiao-yan, CHEN Lin-zhen, in particular, promised: 'In the case of the above- After the expiry of the sale, the shares transferred each year during the tenure of You Xiaoping and You Xiao Ling do not exceed 25% of the total number of shares directly and indirectly held by the issuer and are no longer within six months after the sale The purchase of shares of the issuer, six months after buying no longer sell the issuer shares; You Xiaoping, You Xiao Ling six months after leaving, do not transfer its direct or indirect holdings of the issuer shares; , The number of issuer shares transferred directly or indirectly within 12 months after the expiry of six months has not exceeded 50% of the total number of its shares.

(3) the relevant commitments after the transaction

According to Article 98 of the Securities Law, the provisions of Article 74 of the Measures for the Administration of Acquisition of Listed Companies, in the acquisition of listed companies, the acquired shares of listed companies held by the acquirer, after the completion of the acquisition Within 12 months may not be transferred. According to the above-mentioned laws and regulations, after the completion of the transaction, the company's largest shareholder Huafeng Group and the actual controller of the company You Xiaoping, You Jinhuan, You Xiaohua, You Xiaoyan, You Xiaoling, Chen Linzhen shares held by the company The commitments made are as follows:

1, September 29, 2016, Huafeng Group promised: 'The company holds a limited period of shares of listed companies, that is, through the securities market open trading or agreement to transfer the time limit for the commitment issued by the date of this And shall not be transferred within 12 months after the date of issue; after the expiration of the aforesaid restriction period, it shall be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.

2, September 29, 2016, You Jinhuan, You Xiaohua, You Xiaoyan, You Xiaoling, Chen Linzhen promise: 'the

A person who holds a limited period of shares of a listed company shall not be transferred through the securities market open transaction or agreement

95

Term, and shall not be transferred within 12 months after the date of the promulgation of this promise to the end of the issue;

After the expiry of the China Securities Regulatory Commission and the Shenzhen Stock Exchange in accordance with the relevant provisions of the implementation.

(4) Intermediary verification opinions

After the inspection, independent financial adviser Haitong Securities, legal adviser Haorun lawyers that: listed companies have added to disclose the transaction before and after YOU Xiao-ping and its concerted action held by the listed company's lock-in arrangements, the above arrangements in line with the 'Securities Law' Article 98 of the 'Measures for the Administration of the Acquisition of Listed Companies' Article 74 of the relevant provisions.

(No text below)

96

(This page is not the text, as 'Shanghai Huafeng Microfiber Materials Co., Ltd. on the issue of shares and cash to buy assets and to raise matching funds and related party transactions application documents a reply to the reply to the statement,' the signature seal page)

Shanghai Huafeng Microfiber Material Co., Ltd

March 2, 2017

97
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