Citic Securities Company Limited(600030)
about
Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions
Of asset delivery
Verification opinions of independent financial advisor
Independent financial advisor
February, 2002
Statement
The words or abbreviations mentioned in this statement have the same meanings as those mentioned in the "interpretation" of this verification opinion.
Citic Securities Company Limited(600030) accepted the entrustment of Guangxi Liugong Machinery Co.Ltd(000528) board of directors to act as an independent financial adviser for Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions. In accordance with the provisions of the company law, the securities law, the reorganization measures, the listing rules and other relevant laws and regulations, in accordance with the recognized business standards and ethics of the securities industry, in the attitude of honesty, credit and diligence, following the principles of objectivity and impartiality, and on the basis of carefully reviewing relevant materials and fully understanding this transaction, The independent financial advisor issued this verification opinion.
The information on which this verification opinion is based is provided by the listed company, the counterparty and other relevant parties. The provider is responsible for the authenticity, accuracy and integrity of the information, and ensures that the information is free of false records, misleading statements or major omissions.
The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this verification opinion and make any explanation or explanation on this report.
This verification opinion does not constitute any investment suggestion to the listed company, and the independent financial adviser will not bear any responsibility for the possible risks of any investment decision made by the investors according to this report.
The independent financial adviser specially urges the majority of investors to carefully read the announcements and documents related to this transaction.
catalogue
Declare that 1 catalog 2 interpretation Chapter I overview of this transaction 5 chapter II Implementation of this transaction 10 Chapter III concluding observations of the independent financial adviser seventeen
interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following meanings:
The Citic Securities Company Limited(600030) verification opinions on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger refer to the verification opinions of the independent financial consultant on the asset delivery of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions
Restructuring report refers to the report on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions
Guangxi Liugong Machinery Co.Ltd(000528) shares, listed companies, absorption refers to Guangxi Liugong Machinery Co.Ltd(000528) acquirer Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd., absorbed merger refers to the target company of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
Guangxi Liugong Machinery Co.Ltd(000528) group refers to Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd
Recruitment service trade refers to Guangxi recruitment service trade investment partnership (limited partnership)
Shuangbai fund refers to Guoxin Shuangbai No. 1 (Hangzhou) equity investment partnership (limited partnership)
National manufacturing fund refers to the national manufacturing transformation and upgrading fund Co., Ltd
Chengtong ICBC refers to Beijing Chengtong ICBC equity investment fund (limited partnership)
CCB investment refers to CCB Financial Asset Investment Co., Ltd
Guangxi State owned enterprise reform fund refers to Guangxi State owned enterprise reform and development phase I fund partnership (limited partnership)
Changzhou Jiayou refers to Changzhou Jiayou enterprise management partnership (limited partnership)
CSI investment refers to Citic Securities Company Limited(600030) Investment Co., Ltd
Ovim refers to Liuzhou ovim Machinery Co., Ltd
Zhongyuan Machinery refers to Guangxi Zhongyuan Machinery Co., Ltd
Guangxi Liugong Machinery Co.Ltd(000528) agricultural machinery refers to Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd
Guangxi Liugong Machinery Co.Ltd(000528) compressor refers to Guangxi Liugong Machinery Co.Ltd(000528) (Liuzhou) Compressor Co., Ltd
Guangxi Liugong Machinery Co.Ltd(000528) construction machinery refers to Guangxi Liugong Machinery Co.Ltd(000528) construction machinery Jiangsu Co., Ltd
The underlying asset refers to Guangxi Liugong Machinery Co.Ltd(000528) Limited 100% equity
The merging parties refer to Guangxi Liugong Machinery Co.Ltd(000528) shares and Guangxi Liugong Machinery Co.Ltd(000528) limited companies
Counterparties refer to Guangxi Liugong Machinery Co.Ltd(000528) group, recruitment service trade, Shuangbai fund, national manufacturing fund, Chengtong ICBC, CCB investment, Guangxi State owned enterprise reform fund, Changzhou Jiayou and CSI
This transaction and this major asset Guangxi Liugong Machinery Co.Ltd(000528) shares are proposed to be transferred to all shareholders of Guangxi Liugong Machinery Co.Ltd(000528) limited Guangxi Liugong Machinery Co.Ltd(000528) group, recruitment and service trade, Shuangbai restructuring, this restructuring, this index fund, national manufacturing fund, Chengtong ICBC, CCB investment, Guangxi state-owned enterprise reform fund, collection and merger, Changzhou Jiayou China Securities Investment Co., Ltd. issued shares, absorbed and merged Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd
Transition period refers to the period from the benchmark date (excluding the current day) to the delivery date (including the current day) of the underlying assets of this transaction
Merger and acquisition agreement refers to the merger and acquisition agreement between Guangxi Liugong Machinery Co.Ltd(000528) and all shareholders of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. on the merger and acquisition of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
Supplementary agreement of merger and acquisition agreement refers to the supplementary agreement of shareholders on merger and acquisition of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. in the plenary meeting of Guangxi Liugong Machinery Co.Ltd(000528) and Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
Charging agreement
Performance compensation agreement of Guangxi Group Co., Ltd
Asset delivery agreement refers to the asset delivery agreement between Guangxi Liugong Machinery Co.Ltd(000528) and all shareholders of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. on absorbing and merging Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
Asset delivery confirmation refers to the asset delivery confirmation of Guangxi Liugong Machinery Co.Ltd(000528) and Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. on absorbing and merging Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
The closing date refers to December 31, 2021
The people's Government of Guangxi Zhuang Autonomous Region refers to the people's Government of Guangxi Zhuang Autonomous Region
Guangxi SASAC / SASAC refers to the state owned assets supervision and Administration Commission of the people's Government of Guangxi Zhuang Autonomous Region
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Citic Securities Company Limited(600030) means Citic Securities Company Limited(600030)
If there is any difference in the mantissa between the total of some or the sum of all values in this report, it is caused by rounding.
Chapter I overview of this transaction
1、 Brief introduction of this transaction
The listed company plans to issue shares to all shareholders of Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. Guangxi Liugong Machinery Co.Ltd(000528) group, recruitment and service trade, Shuangbai fund, national manufacturing fund, Chengtong ICBC, CCB investment, Guangxi State owned enterprise reform fund, Changzhou Jiayou and CSI investment to absorb and merge Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. The listed company is the merging party and Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. is the merging party. After the completion of this merger, the listed company, as the surviving company, will inherit and undertake all the assets, liabilities, businesses, personnel and other rights and obligations of Guangxi Liugong Machinery Co.Ltd(000528) limited, Guangxi Liugong Machinery Co.Ltd(000528) limited legal person status will be cancelled, Guangxi Liugong Machinery Co.Ltd(000528) Limited shares of the listed company will be cancelled, Guangxi Liugong Machinery Co.Ltd(000528) group, recruitment and service trade, Shuangbai fund, national manufacturing fund, Chengtong ICBC CCB investment, Guangxi State owned enterprise reform fund, Changzhou Jiayou and CSI investment will become the shareholders of the listed company after the merger. 2、 Specific scheme of this transaction
(I) type and par value of issued shares
The type of shares issued this time is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
(II) issuance method and object
The issuance method of this absorption and merger is non-public offering, and the issuance objects are all shareholders of Guangxi Liugong Machinery Co.Ltd(000528) limited Guangxi Liugong Machinery Co.Ltd(000528) group, recruitment and service trade, Shuangbai fund, national manufacturing fund, Chengtong ICBC, CCB investment, Guangxi State owned enterprise reform fund, Changzhou Jiayou and CSI investment.
(III) transaction consideration and payment method
According to the appraisal report of Guangxi Liugong Machinery Co.Ltd(000528) limited assets issued by zhongtongcheng and approved by Guangxi SASAC, and through negotiation between the transaction parties, the transaction price of Guangxi Liugong Machinery Co.Ltd(000528) Limited 100% equity is 7616091000 yuan, and Guangxi Liugong Machinery Co.Ltd(000528) shares pay all the transaction consideration of this transaction by issuing shares.
If Guangxi Liugong Machinery Co.Ltd(000528) limited makes profit distribution after the appraisal base date, the transaction price shall be deducted accordingly, that is, the transaction price after deduction = the transaction price (i.e. 7616.0910 million yuan) - Guangxi Liugong Machinery Co.Ltd(000528) Limited all the profit distribution amount after the appraisal base date.
On June 30, 2021, Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. held the 2020 annual shareholders' meeting, deliberated and passed the proposal on 2020 Guangxi Liugong Machinery Co.Ltd(000528) Limited profit distribution, and agreed to distribute cash dividends of 1.6 yuan (including tax) for every 10 shares based on 1172760851 shares of Guangxi Liugong Machinery Co.Ltd(000528) limited total share capital on December 31, 2020, with a total of 187641736.16 yuan.
As of the signing date of this report, the aforementioned profit distribution of Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. has been implemented. The transaction price of 100% equity of Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. in this transaction has been deducted accordingly, and the transaction price after deduction is 7428.4493 million yuan (7616.0910 million yuan - 187.6417 million yuan).
(IV) pricing base date
The benchmark date for pricing the issued shares involved in this merger is the announcement date of the resolution of the 30th meeting of the eighth board of directors of the listed company to consider matters related to this transaction.
(V) issue price
According to the relevant provisions of the reorganization management measures and the relevant provisions of the state-owned assets management, the issuance price of the newly added shares of this merger shall not be lower than 20 trading days, 60 trading days 90% of the average trading price of A-Shares of the listed company within 120 trading days and the audited net assets per share attributable to the common shareholders of the parent company of the listed company in the latest year shall be determined as the higher value (the calculation result shall be rounded up to two decimal places).
The average trading price of the company's shares on several trading days before the pricing benchmark date = the total trading volume of the company's shares on several trading days before the pricing benchmark date ÷ the total trading volume of the company's shares on several trading days before the pricing benchmark date.
The average trading price of shares 20 trading days, 60 trading days and 120 trading days before the pricing benchmark date of listed companies is shown in the table below:
The average stock trading price is calculated as 90% (yuan / share) of the average interval trading price (yuan / share)
7.85 7.07 in the first 20 trading days
7.71 6.94 in the first 60 trading days
7.57 6.81 in the first 120 trading days
Note: the average transaction price and 90% of the average transaction price shall be rounded up with two decimal places.
In order to protect the interests of listed companies and minority shareholders and comply with the relevant provisions of state-owned assets supervision, The parties to the transaction determine that the issuance price of the newly added shares in this merger shall be 90% of the average trading price of the shares of the listed company 20 trading days before the pricing benchmark date (the calculation result shall be rounded up to two decimal places, i.e. 7.07 yuan / share) and the audited net asset value per share attributable to the common shareholders of the parent company of the listed company on December 31, 2020 (the calculation result is rounded up to two decimal places, i.e. 7.77 yuan / share), and the final issue price is determined as 7.77 yuan / share.
On March 25-26, 2021, the 31st meeting of the eighth board of directors of the listed company deliberated and approved the profit distribution plan for 2020. Based on the latest total share capital of 1475240876 shares before the plan was published, a cash dividend of 2.80 yuan (including tax) was distributed to all shareholders for every 10 shares. The profit distribution plan has been deliberated and approved by the 2020 annual general meeting of shareholders of the listed company on May 31, 2021. The issue price of the newly added shares in the merger was adjusted to 7.49 yuan / share.
If the listed company's shares have ex right and ex interest matters such as dividend distribution, share distribution, allotment, conversion of capital reserve into share capital from the pricing benchmark date of this share issuance to the issuance date, the listed company will adjust the issuance price accordingly in accordance with the relevant rules of the CSRC and the Shenzhen Stock Exchange. The specific adjustment methods are as follows:
Assuming that the price of newly added shares before adjustment is P0, the number of shares given or converted into share capital per share is n, the number of shares allotted per share is k, the allotment price is a, and the dividend per share is found
