Shenwan Hongyuan Group Co.Ltd(000166) about Shenzhen Soling Industrial Co.Ltd(002766)
Detailed equity change report
of
Verification opinions of financial advisor
Financial advisor
January, 2002
Important statement
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies In accordance with the provisions of laws, regulations and normative documents, in accordance with the business standards and ethics recognized by the industry, and in the spirit of good faith and diligence, the financial consultant has verified the relevant information and materials of this equity change, and issued verification opinions on the contents disclosed in the detailed equity change report issued by the information disclosure obligor and its persons acting in concert, For the reference of investors and relevant parties.
Therefore, the financial advisor hereby makes the following statement:
1. The financial advisor has no relationship with all parties involved in this equity change, nor has he entrusted or authorized any other institution or individual to provide information not listed in this verification opinion and make any explanation or explanation for this verification opinion.
2. The relevant materials on which the financial advisor is based are provided by the information disclosure obligor and its persons acting in concert. The information disclosure obligor and its persons acting in concert have made a commitment to the financial advisor to ensure that all written documents, materials and oral testimony provided by it are true, accurate, complete and timely, free from any major omission, false record or misleading statement, and are responsible for its authenticity, accuracy, integrity and legitimacy.
3. The financial advisor has fulfilled the obligation of due diligence in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the documents disclosed by the information disclosure obligor and its persons acting in concert. 4. From the contact with the client to the period of serving as the financial consultant, the financial consultant has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
5. The financial advisor has sufficient reasons to believe that this equity change complies with the provisions of relevant laws, regulations and normative documents. The financial advisor has fulfilled the obligation of diligence and responsibility, checked and verified the contents of this equity change in the detailed equity change report issued by the information disclosure obligor and its concerted actors, and is sure that its content and format comply with the provisions, No false records, misleading statements or major omissions are found, and they shall bear corresponding responsibilities.
6. The financial advisor’s opinions on this equity change issued by the financial advisor have been submitted to the internal verification organization of the financial advisor for review, and it is agreed to issue this professional opinion.
7. The financial advisor specially reminds the investors that the verification opinions do not constitute any investment suggestions for the parties to the equity change and their affiliated companies. The financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions.
8. The financial advisor specially reminds investors that although the delisting risk warning of listed companies has been eliminated due to the court’s ruling to accept the reorganization, the audited ending net assets of Listed Companies in 2020 are negative, and the net profits after deducting extraordinary profits and losses in the fiscal year 2018-2020 are negative, Moreover, the audit report of the latest year shows that there is uncertainty in the sustainable operation ability of listed companies. The shares of listed companies have been warned of delisting risk and superimposed with other risk warnings by Shenzhen Stock Exchange since April 13, 2021. The audited financial statements of the listed company in 2021 have not been reported, and the delisting risk warning and other risk warnings implemented by the listed company due to this situation remain unchanged.
9. The financial advisor specially reminds the relevant subjects and investors of this transaction to carefully read the detailed report on changes in equity issued by the information disclosure obligor and its persons acting in concert, as well as the relevant announcements issued by all parties related to this change in equity.
catalogue
Important statement 1 catalog 3 interpretation 4 I. verification of the contents of the detailed equity change report of the information disclosure obligor 5 II. Verification of the basic information of the information disclosure obligor 5 III. verification of the purpose of this equity change and the transaction decision of the information disclosure obligor 39 IV. verification of the change of rights and interests of the information disclosure obligor V. verification of the source of funds for this equity change of the information disclosure obligor 45 VI. verification of the follow-up plan proposed by the information disclosure obligor and its persons acting in concert 45 VII. Verification of the impact of this equity change on the independence and sustainable development of listed companies 47 VIII. Verification of business transactions between information disclosure obligors and persons acting in concert in the previous 24 months and listed companies 49 IX. verification of the trading of listed shares in the first six months X. verification of financial information disclosure of information disclosure obligors 51 Xi. Verification of whether documents can be provided in accordance with Article 50 of the measures for the administration of the acquisition of listed companies 52 XII. Verification of other important matters in the detailed report on changes in equity 52 XIII. Verification of the authenticity, accuracy and completeness of the information disclosure content of the information disclosure obligor 52 XIV. Verification of the employment of a third party in this transaction 53 XV. Concluding observations fifty-three
interpretation
In this verification opinion, unless the context specifies, the following abbreviations have the following meanings:
The information disclosure obligor refers to Zhongshan lexing Enterprise Management Consulting Co., Ltd
Persons acting in concert refer to Shenzhen Qianhai Xinhao Investment Co., Ltd., Tanghe Holding Co., Ltd., Jianhua building materials (China) Co., Ltd. and Wang Gang
Listed company, * ST soling refers to Shenzhen Soling Industrial Co.Ltd(002766)
Zhongshan lexing refers to Zhongshan lexing Enterprise Management Consulting Co., Ltd
Qianhai Xinhao refers to Shenzhen Qianhai Xinhao Investment Co., Ltd
Tanghe holding refers to Tanghe Holding Co., Ltd
Jianhua building materials refers to Jianhua building materials (China) Co., Ltd
Reorganization plan refers to the Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan
In order to implement the reorganization plan, Zhongshan lexing and its concerted action obtained the equity change in the conversion of the capital reserve of the listed company into share capital by means of debt repayment with shares and cash contribution, which refers to the behavior of 154116287 shares. After the equity change is completed, Zhongshan lexing and its persons acting in concert held a total of 216289897 shares of the listed company, accounting for 25.64% of the total share capital of the listed company.
Reorganization manager refers to Beijing Jindu (Shenzhen) law firm
Restructuring investment agreement refers to the restructuring investment agreement on Shenzhen soling Industrial Co., Ltd. signed by restructuring investor Tang He holding and restructuring manager
Detailed equity change report refers to the Shenzhen Soling Industrial Co.Ltd(002766) detailed equity change report
Book
The financial consultant / Shenwan Hongyuan Group Co.Ltd(000166) refers to Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
Underwriting sponsor
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – Acquisition report of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note: due to rounding, there may be a tail difference between the sum of items and the total in this verification opinion.
1、 Verification of the contents of the detailed equity change report of the information disclosure obligor
On the basis of careful due diligence on the information disclosure obligor and its persons acting in concert and careful reading of relevant materials provided by the information disclosure obligor and its persons acting in concert, It is considered that the content and format of the detailed equity change report disclosed by the information disclosure obligor and its persons acting in concert comply with the requirements of the measures for the administration of acquisitions, Standard No. 15 and Standard No. 16, and no false records, misleading statements or major omissions are found. 2、 Verification of the basic information of the information disclosure obligor
(I) verification of the subject qualification of the information disclosure obligor and its persons acting in concert
As of the issuance date of this verification opinion, the basic information of the information disclosure obligor Zhongshan lexing and its concerted actors Qianhai Xinhao, Tanghe holding, Jianhua building materials and Wang Gang are as follows:
1. Zhongshan lexing
As of the issuance date of this verification opinion, the basic information of Zhongshan lexing, the information disclosure obligor, is as follows:
Enterprise name: Zhongshan lexing Enterprise Management Consulting Co., Ltd
Former name none
Enterprise type: limited liability company (sole proprietorship of legal person from Hong Kong, Macao and Taiwan)
Legal representative: Wang Gang
The registered capital is 50 million yuan
Registered address: 3rd floor, office building of Zhongshan Jianhua pipe pile Co., Ltd., No. 1, Fu’an Road, Jidong, Xiaolan Town, Zhongshan City
Unified social credit code 91442000ma4wl0b409
Business term: May 23, 2017 to May 23, 2037
General items: enterprise management consulting; Financial consultation; Marketing planning; Import and export of goods; Technology import and export; Sales of reinforcement products for construction; Sales of metal materials; Sales of metal products; Sales of building materials; Sales of special chemical products (excluding hazardous chemicals); Material handling equipment sales; Sales of mining machinery; Sales of mechanical equipment; Sales of mechanical parts and components; Business scope: auto parts retail; Sales of office supplies; Sales of electronic products; Sales of rubber products; Sales of labor protection articles; Sales of daily necessities; General mechanical equipment installation services; Sales of special equipment; Construction machinery and equipment leasing. (except for the items subject to approval according to law, carry out business activities independently according to law with the business license) (the above business scope involves: import and export of goods or technologies (except the import and export of goods and Technologies Prohibited by the state or involving administrative approval). (the above items do not involve special administrative measures for foreign investment access).
Major shareholder: lexing Group Co., Ltd
Mailing address: 3rd floor, office building of Zhongshan Jianhua pipe pile Co., Ltd., No. 1, Fu’an Road, Jidong, Xiaolan Town, Zhongshan City
2. Qianhai Xinhao
Enterprise name: Shenzhen Qianhai Xinhao Investment Co., Ltd
Enterprise type limited liability company
Executive partner Wang Gang
The registered capital is 10 million yuan
Registered address: a305, 3rd floor, port building, maritime center, No. 59, Linhai Avenue, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Unified social credit code 91440300ma5dfg8f7c
Business term: June 28, 2016 to January 1, 5000
General business items are: investment consulting; Equity investment; Venture capital business. (the above business scope involves projects prohibited by laws, administrative regulations and decisions of the State Council, and the restricted projects can be operated only after obtaining permission)
Names of major shareholders: Wang Gang, Yang Yuming
Mailing address: a305, 3rd floor, port building, maritime center, No. 59, Linhai Avenue, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
3. Tanghe Holdings
Company name: Tanghe Holding Co., Ltd
Enterprise type limited liability company
Legal representative: Wang Guihua
Registered capital: USD 60 million
Company Registered Address
