Continuous supervision opinions of Zhongtian Guofu Securities Co., Ltd. on Huasu Holdings Co.Ltd(000509) major asset purchase in 2021
Independent financial advisor
February, 2002
The independent financial consultant of Zhongfu Securities Co., Ltd. (hereinafter referred to as "0009") is entrusted by Zhongfu Securities Co., Ltd. to purchase major assets. In accordance with the relevant provisions and requirements of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 8 - major asset restructuring and other laws and regulations, and in accordance with the recognized business standards and ethics of the securities industry, Based on the attitude of good faith and diligence, following the principles of objectivity and impartiality, carefully reviewing relevant materials, combined with the 2021 annual report of the listed company, and fully understanding the implementation of the transaction, the independent financial adviser issued this continuous supervision opinion.
1. The documents and materials on which the continuous supervision opinions are based are provided by the trading parties involved in the transaction. All the trading parties have guaranteed to the independent financial adviser that the information provided by them is true, accurate and complete, and there are no false records, misleading statements or major omissions. The independent financial advisor does not assume any risk liability arising therefrom.
2. The independent financial adviser 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 documents disclosed by the listed company.
3. This continuous supervision opinion does not constitute any investment advice to the listed company. The independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to this continuous supervision opinion.
4. The independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in the continuous supervision opinions, or to make any explanation or explanation for the verification opinions of the independent financial adviser.
5. The independent financial adviser urges investors to carefully read the full text of the documents related to this transaction issued by the listed company.
catalogue
1、 Delivery or transfer of trading assets 4 II. Performance of commitments made by the parties to the transaction 5 III. announced profit forecast or realization of profit forecast 5 IV. development status of various businesses mentioned in the management discussion and analysis part 6 v. corporate governance structure and operation 7 VI. other matters different from the announced restructuring plan seven
In accordance with the requirements of current laws and regulations and normative documents issued by the CSRC, in accordance with the business standards, ethics and the spirit of diligence recognized by the independent financial consultant industry, and in combination with the 2021 annual report of HuaSu holdings, the independent financial consultant has verified and verified the relevant documents and facts of the implementation of this major asset reorganization, The continuous supervision report is as follows:
1、 Delivery or transfer of trading assets
(I) overview of the transaction scheme
1. Scheme description
This transaction is the purchase by Chengdu Kangda Credit Suisse Enterprise Management Co., Ltd. (hereinafter referred to as "Kangda Credit Suisse"), a wholly-owned subsidiary of the listed company, of 51% equity of Tianji Zhigu (Hubei) Information Technology Co., Ltd. (hereinafter referred to as "Tianji Zhigu" or "target company") held by Shenzhen tianrunda Technology Development Co., Ltd. (hereinafter referred to as "tianrunda"), The transaction amount is 102 million yuan. After the completion of this transaction, the listed company holds 51% equity of the target company and becomes the largest shareholder and controlling shareholder of the target company.
2. Counterparty and transaction object
The counterparty of this transaction is tianrunda, and the underlying asset of this transaction is 51% equity of Tianji Zhigu. 3. Evaluation and transaction price of the underlying assets
In this transaction, the appraisal institution adopts asset-based method and income method to evaluate the value of all shareholders' equity of Tianji Zhigu, and finally selects the evaluation result of income method as the evaluation conclusion.
According to the statement issued by Shanghai Dongzhou Assets Appraisal Co., Ltd. (hereinafter referred to as "Dongzhou appraisal"), Chengdu Kangda Credit Suisse Enterprise Management Co., Ltd., a subsidiary of Huasu Holdings Co.Ltd(000509) intends to acquire Tianji Zhigu (Hubei) involved in the 51% equity of Tianji Zhigu (Hubei) Information Technology Co., Ltd. held by Shenzhen tianrunda Technology Development Co., Ltd The asset appraisal report on the value of all shareholders' equity of Information Technology Co., Ltd. (Dongzhou pingbao Zi [2021] No. 1349) takes June 30, 2021 as the base date, and the appraisal value of 100% equity of the subject company is 200.6 million yuan. Referring to the appraisal results, the transaction price of 51% equity of the subject company is 102 million yuan after negotiation between the parties.
4. Payment method of transaction consideration
According to the equity transfer framework agreement and equity transfer agreement signed by all parties to the transaction, the acquirer will pay the share transfer price to the counterparty in two phases in cash:
Phase I: according to the equity transfer framework agreement, the acquirer shall pay the advance payment of 30 million yuan (thirty million yuan only) to tianrunda within 5 working days after signing the equity transfer framework agreement. After the agreement takes effect, the aforesaid advance payment shall be converted into the phase I transfer price of the transaction.
Phase II: within 7 working days from the date when the equity transfer agreement takes effect and the subject equity is registered in the name of the purchaser (hereinafter referred to as the "delivery date"), the purchaser shall pay the remaining transfer price of this transaction to the counterparty, i.e. RMB 72 million (RMB 72 million only).
(II) implementation of this transaction
On September 28, 2021, the market supervision and Administration Bureau of Tieshan District, Huangshi economic and Technological Development Zone issued a filing notice on the change of shareholders of Tianji Zhigu and renewed the business license.
The listed company, through its wholly-owned subsidiary, CONDA Credit Suisse, has paid the counterparty an advance payment of 30 million yuan on July 23, 2021, which has been officially converted into the first phase of the transfer price of the transaction after the equity transfer agreement comes into force. Kangda Credit Suisse paid 22 million yuan to the designated account of the counterparty on September 29, 2021 and the remaining 50 million yuan on October 12, 2021. The transaction consideration has been paid.
As of the date of issuance of this opinion, the transfer of the underlying assets involved in this transaction has been completed, and the listed company has held 51% equity of Tianji Zhigu (Hubei) Information Technology Co., Ltd. See Huasu Holdings Co.Ltd(000509) announcement on completion of transfer of assets subject to major asset restructuring (Announcement No.: 2021-068) disclosed by the listed company on October 8, 2021 for details.
(III) verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the transfer procedures of the subject assets have been completed and the transaction consideration has been paid; During the implementation of this transaction, there is no significant difference from the disclosed information.
2、 Performance of commitments of all parties to the transaction
In the course of this transaction, all parties involved in the transaction have made relevant commitments, mainly including commitments on the authenticity, accuracy and integrity of the information provided, commitments on law-abiding and integrity, commitments on diluting immediate return, maintaining the independence of listed companies, commitments on avoiding horizontal competition, and commitments on reducing and regulating related party transactions, The main contents of relevant commitments have been disclosed in the restructuring report, and relevant parties have fulfilled or are fulfilling relevant commitments in accordance with the requirements of the restructuring report, and there is no breach of commitments. After verification, the independent financial adviser believes that as of the date of this opinion, the relevant commitment parties have not violated their commitments.
3、 Announced profit forecast or realization of profit forecast
According to the description of performance commitment and compensation by the related parties of this transaction, during the performance commitment period, the amount of net profit to be returned to the parent company after deducting non profits is RMB 11.5 million in 2021, RMB 21.5 million in 2022 and RMB 31 million in 2023 respectively. Within the above performance commitment period, the amount of net profit to be realized by the target company after deduction is only the performance expectation of the target company, and the final performance commitment assessment index is still subject to the three-year cumulative net profit of 64 million yuan agreed in the equity transfer agreement.
According to the special performance report of Daxin Valley No. [2021-0002 million] issued by Daxin certified public accountants, the net profit attributable to the partnership for the year of [2021.00 million] yuan was completed, After deducting non recurring profits and losses, the net profit attributable to the parent company of Tianji Zhigu is 19.053 million yuan. After verification, the independent financial adviser believes that the 2021 performance of the subject company Tianji Zhigu (Hubei) Information Technology Co., Ltd. of this transaction exceeds the target company's expectation of the first year performance, and the final performance commitment assessment index is still subject to the three-year cumulative net profit of 64 million yuan agreed in the equity transfer agreement.
4、 The development status of various businesses mentioned in the management discussion and analysis part
(I) main business development
In 2021, the operating income of various businesses of listed companies is as follows:
Unit: Yuan
2021
Year on year increase or decrease of the project
Proportion of amount in operating revenue
Electronic products 242207898.96 82.22%
Medical services 42652595.43 14.48% 7.85%
Rental income 6077887.71 2.06% - 13.47%
Exhibition service revenue and others 3651879.23 1.24% 3.96%
Total operating income 294590261.33 100% 488.19%
After this transaction, the R & D, design, production and sales business of electronic information display terminal has become the main business of the listed company. In 2021, the total operating revenue of this business was confirmed to be RMB 242.384 million, accounting for 82.22% of the company's operating revenue in 2021.
Yinghua hospital, the holding subsidiary of the listed company, mainly carries out general medical services. Yinghua hospital during the reporting period
The operating revenue was 42.6526 million yuan, an increase of 7.85% over the same period of last year, accounting for 14.48% of the company's operating revenue in 2021. Yinghua hospital mainly provides medical services to foreigners (especially Japanese) in Shanghai. The national epidemic was effectively controlled in 2021, and the company's business recovered compared with the previous year.
Bowei Yilong, a wholly-owned subsidiary of the listed company, mainly carries out stage art visual presentation, visual engineering production and implementation and other related businesses. Due to the great impact of covid-19 epidemic on the industry as a whole, its business development is slow, but its overall business accounts for a relatively small proportion.
(II) verification opinions of independent financial advisor
After verification, the independent financial adviser believes that Tianji Zhigu has been included in the consolidated statements of listed companies since the fourth quarter of 2021, and the electronic information display terminal business has become the main business of listed companies. After the acquisition, the listed company implemented a series of integration arrangements and increased financial support for Tianji Zhigu, which improved the corporate governance of Tianji Zhigu, effectively improved its operating conditions and significantly increased its production capacity, which promoted the growth of consolidated statement income of listed companies.
5、 Corporate governance structure and operation
During the continuous supervision period, the company continuously improved the corporate governance structure, standardized the company's operation and strengthened information disclosure in accordance with the company law, the securities law, the guidelines for the governance of listed companies (revised in 2018) and other relevant requirements of the CSRC and Shenzhen Stock Exchange. At present, the company has formed a corporate governance structure with clear responsibilities, different duties, effective checks and balances and coordinated operation. The general meeting of shareholders, the board of directors and the board of supervisors of the company have performed their duties, scrupulously performed their duties and standardized operation, effectively safeguarding the interests of the majority of investors and the company.
After verification, the independent financial adviser believes that the listed company has established and operated a more effective internal control and management system in accordance with the requirements of laws and regulations such as the company law, the securities law and the standards for the governance of listed companies (revised in 2018), The actual situation of corporate governance basically meets the requirements of the normative documents on the governance of listed companies issued by the China Securities Regulatory Commission and Shenzhen Stock Exchange.
6、 Other matters different from the announced restructuring plan
During the continuous supervision period, all parties involved in this transaction perform their responsibilities and obligations in accordance with the announced restructuring plan, agreement or commitment, and there is no significant difference between the actual implementation plan and the announced restructuring plan.
After verification, the independent financial adviser believes that: all parties to the transaction fulfill their responsibilities and obligations in accordance with the restructuring plan, and there is no significant difference between the actual implementation plan and the announced restructuring plan.
