Huatai United Securities Co., Ltd
about
Jinke Property Group Co.Ltd(000656)
Detailed equity change report
of
Financial consultant’s verification opinion
February, 2002
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 content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies and relevant laws According to the regulations, Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “the financial consultant”) is the financial consultant of Chongqing Jinke investment holding (Group) Co., Ltd., Huang Hongyun, Hongxing Furniture Group Co., Ltd. and Guangdong Hongmin Enterprise Consulting Co., Ltd. (hereinafter referred to as “information disclosure obligor”), Issue verification opinions on the disclosure of relevant contents of the detailed report on changes in equity.
In accordance with the industry recognized business standards, ethics and the spirit of honesty, credibility and diligence, the financial consultant issued the financial consultant’s opinions on the basis of carefully reviewing relevant materials and fully understanding the change of equity in the principle of independence, objectivity and impartiality, with the purpose of making an independent, objective and fair evaluation on the change of equity, For the reference of investors and relevant parties. And hereby make the following statement:
1. The documents and materials on which this verification opinion is based shall be provided by the information disclosure obligor. The information disclosure obligor has assured the financial advisor that all documents and materials provided by it on which this verification opinion is based are true, accurate, complete and timely, and there are no major omissions, false records or misleading statements, and is responsible for their authenticity, accuracy, completeness and legitimacy.
2. 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 declaration documents of the information disclosure obligor.
3. The financial consultant specially reminds the investors that the verification opinions of the financial consultant do not constitute any investment suggestions for all parties involved in the equity change. The financial consultant will not bear any responsibility for the risks arising from any investment decisions made by the investors according to the verification opinions.
4. The matters mentioned in this verification opinion do not represent the substantive judgment, confirmation or approval of the competent authority on matters related to this transaction.
5. The financial advisor specially reminds investors to carefully read the detailed equity change report issued by the information disclosure obligor and the relevant announcements issued by all parties related to the equity change.
6. 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.
7. During his tenure as financial advisor, the financial advisor 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.
catalogue
Declare that 1 catalog 3 Introduction 5 I. the authenticity, accuracy and completeness of the information disclosed in the detailed equity change report 7 II. Verification of the acquisition purpose of the information disclosure obligor III. basic information disclosure obligations of the verifier 8 IV. verification of the source and legitimacy of the acquisition funds of the information disclosure obligor V. verification of the change of rights and interests of the information disclosure obligor Vi. verification of the follow-up plan of the information disclosure obligor in the next 12 months 21 VII. Verification of the operational independence of listed companies VIII. Verification of horizontal competition and related party transactions 9. Verification of major transactions between information disclosure obligors and listed companies 24 X. verification of the trading of shares of Listed Companies in the first six months 25 Xi. Check whether there are other major matters 27 XII. Financial advisor’s concluding observations twenty-eight
interpretation
In this financial advisor’s verification opinion, unless the context otherwise requires, the following abbreviations have the following meanings:
Company, Jinke Property Group Co.Ltd(000656) refers to Jinke Property Group Co.Ltd(000656)
Huatai United Securities refers to Huatai United Securities Co., Ltd
Information disclosure obligors refer to Chongqing Jinke investment holding (Group) Co., Ltd., Huang Hongyun, Hongxing Furniture Group Co., Ltd. and Guangdong Hongmin Enterprise Consulting Co., Ltd
This verification opinion refers to the financial consultant’s verification opinion on the Jinke Property Group Co.Ltd(000656) detailed equity change report of Huatai United Securities Co., Ltd
Detailed equity change report refers to Jinke Property Group Co.Ltd(000656) detailed equity change report
Equity changes and information disclosure obligations to be performed due to the effective conditions triggered by the agreement on consistent action of this equity change signed by Huang Hongyun, Jinke holdings, Hongxing Furniture Group and Guangdong Hongmin
Jinke holding refers to Chongqing Jinke investment holding (Group) Co., Ltd
Red Star Furniture Group and Red Star Furniture refer to Red Star Furniture Group Co., Ltd
Guangdong Hongmin refers to Guangdong Hongmin Enterprise Management Consulting Co., Ltd
Hongtao company refers to Chongqing Hongtao culture media Co., Ltd
Qingke trading refers to Chongqing Qingke Trading Co., Ltd
Jinke factoring refers to Chongqing Jinke commercial factoring Co., Ltd
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
Acquisition measures and acquisition management refer to the measures for the administration of the acquisition of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The financial data and financial indicators quoted in this verification opinion, unless otherwise specified, refer to the financial data in the consolidated statements and the financial indicators calculated based on such financial data.
In this verification opinion, if there are differences in the mantissa between the sum of some total numbers and each detailed number, these differences are caused by rounding.
introduction
This equity change does not involve the change of shareholding quantity, which is caused by the triggering and effectiveness of the relationship of concerted action of relevant shareholders. Before this equity change, Huang Hongyun directly held 586487279 shares of the company (accounting for 10.98% of the total share capital of the company) and indirectly held 386836065 shares of the company (accounting for 7.24% of the total share capital of the company) through Jinke holdings. Huang Hongyun was the actual controller of the company and Jinke holdings was the controlling shareholder of the company; Red Star Furniture Group holds 4576828 shares of the company (accounting for 0.09% of the total share capital of the company); Guangdong Hongmin holds 590134714 shares of the company (accounting for 11.05% of the total share capital of the company), and Guangdong Hongmin is a wholly-owned subsidiary of Hongxing Furniture Group.
On January 14, 2022, the company received the agreement on concerted action signed by Huang Hongyun, Jinke holdings, Hongxing Furniture Group and Guangdong Hongmin. Through friendly negotiation and adhering to the principle of strategic mutual trust, Huang Hongyun, Jinke holdings, Hongxing Furniture Group and Guangdong Hongmin agree to exercise shareholders’ rights, undertake shareholders’ obligations and take concerted action to decide relevant matters of the company in accordance with the provisions and requirements of the company law and other relevant laws and regulations.
According to the agreement, when Huang Hongyun’s number of shares with Jinke Property Group Co.Ltd(000656) actual disposable voting rights is less than or equal to 973323344 shares, or the proportion of shares with Huang Hongyun’s actual disposable voting rights is less than or equal to 18.2280%, the above agreement on concerted action will take effect immediately.
According to the letters from Hongtao company and Tao Hongya, the above two shareholders will no longer act in concert with Huang Hongyun and Jinke holdings from January 17, 2022; As of the date of issuance of this verification opinion, Huang Sishi no longer holds Jinke Property Group Co.Ltd(000656) shares; Therefore, the number of shares of Jinke Property Group Co.Ltd(000656) actually disposable voting rights of Huang Hongyun and his persons acting in concert will be less than or equal to 973323344 shares, which will trigger the effectiveness of the above agreement on concerted action. After the concerted action relationship takes effect, Huang Hongyun, Jinke holdings, Hongxing Furniture Group and Guangdong Hongmin will fully communicate and act in concert before exercising their voting rights, and the number and proportion of shares held by each shareholder will remain unchanged.
According to the administrative measures for the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies, Huang Hongyun, Jinke holdings, Hongxing Furniture Group Guangdong Hongmin needs to perform relevant information disclosure obligations on this equity change.
In accordance with the provisions of 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 and other relevant laws and normative documents, Huatai United Securities acted as the financial adviser for this equity change and issued verification opinions on the relevant contents of the detailed equity change report disclosed in this equity change.
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 and verified the relevant information and materials of this agreement transfer, and issued verification opinions on the contents disclosed in the detailed equity change report for the reference of investors and relevant parties.
1、 With regard to the authenticity, accuracy and completeness of the information disclosed in the detailed report on changes in equity, the information disclosure obligor has The detailed equity change report has been prepared in accordance with the requirements of relevant laws, regulations and normative documents such as the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies. In the detailed equity change report, the information disclosure obligor disclosed in detail the basic information of the information disclosure obligor, the purpose of equity change, the way of equity change, the follow-up plan, the impact on the listed company, the major transactions with the listed company, the trading of listed shares in the first six months, the financial data of the information disclosure obligor, etc.
Based on the principles of good faith and diligence, the financial consultant has conducted due diligence on the contents involved in the detailed equity change report prepared by the information disclosure obligor in accordance with the working procedures specified in the practice rules, reviewed and verified the detailed equity change report as necessary, and found no false records, misleading statements and major omissions. The information disclosure obligor has issued a statement and promised that there are no false records, misleading statements or major omissions in the detailed equity change report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness. 2、 Verification of the acquisition purpose of the information disclosure obligor (I) verification of the purpose of this equity change of the information disclosure obligor
According to the agreement on concerted action signed by the information disclosure obligor in January 2022 and the instructions issued by the information disclosure obligor, based on the full recognition of the company’s long-term investment value and future development prospects, Hongxing Furniture Group and Guangdong Hongmin, in order to protect and consolidate Huang Hongyun’s actual control position over the company, To ensure that the company can obtain its recognition and support when financing from financial institutions and achieve the purpose of ensuring the safe and stable development of the company. After friendly negotiation between all parties and adhering to the principle of strategic mutual trust, Huang Hongyun and Jinke holdings, Hongxing Furniture Group and Guangdong Hongmin agree to enter into a concerted action agreement in accordance with the provisions and requirements of the company law and other relevant laws and regulations, As a person acting in concert, exercise shareholders’ rights, undertake shareholders’ obligations, and take concerted action to decide relevant matters of the company.
After verification, the financial consultant believes that the purpose of this equity change of the information disclosure obligor does not violate the requirements of current laws and regulations. (II) verification of the plan of the information disclosure obligor to continue to increase its shares or dispose of its equity shares in the next 12 months
According to the explanatory documents issued by the information disclosure obligor, after verification, as of the date of issuance of this verification opinion, the information disclosure obligor has no plan to continue to increase or dispose of its shares in the listed company through secondary market, agreement transfer, subscription of new shares issued by the listed company, etc. in the next 12 months since the signing date of the detailed equity change report. If the information disclosure obligor intends to increase the shares of the listed company or dispose of its own equity shares in the next 12 months, it will timely perform the relevant information disclosure obligations and approval procedures in strict accordance with the requirements of the securities law, the measures for the administration of acquisitions and other relevant laws and regulations. 3、 Verification of the basic information of the information disclosure obligor (I) verification of the subject qualification of the information disclosure obligor
After verification, the basic information of the information disclosure obligor is as follows: 1. Chongqing Jinke investment holding (Group) Co., Ltd
Date of establishment: December 12, 2007
Registered address: No. 38, Hefeng Avenue, Fuling new city, Chongqing
Registered capital: 50 million yuan
Legal representative: Huang Hongyun
Unified social credit Code: 915001026689462773
Enterprise type: private limited liability company
Business scope: engaging in investment business and investment consulting services (not engaging in financial business)
Business term: December 12, 2007 to permanent
Mailing address: Huang Hongyun, No. 2, Jiayuan Road, Yubei District, Chongqing
(1) Basic information
Gender: Male
Nationality: Chinese
ID number: 512301********0539
Domicile: Chongqing
