About Sino German Securities Co., Ltd
Nafine Chemical Industry Group Co.Ltd(000737)
Replacement of major assets, issuance of shares and payment of cash to purchase assets and raise supporting funds and implementation of related party transactions
of
Verification opinions of independent financial advisor
Independent financial advisor
February, 2002
statement
Zhongde Securities Co., Ltd. (hereinafter referred to as "Zhongde securities" and "independent financial consultant") has accepted the entrustment of the board of directors of Nafine Chemical Industry Group Co.Ltd(000737) (hereinafter referred to as " Nafine Chemical Industry Group Co.Ltd(000737) ", "listed company" or "company") to act as the independent financial consultant for this major asset replacement, issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions.
In accordance with the relevant provisions and requirements of laws and regulations such as the company law, the securities law, the reorganization management measures, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - application documents for major asset reorganization of listed companies, and the financial advisory business guidance for major asset reorganization of listed companies (for Trial Implementation), and in accordance with the recognized business standards of the securities industry The independent financial advisor has issued this verification opinion on the basis of ethics, honesty, diligence, impartiality, careful review of relevant materials and full understanding of the transaction.
1. The documents and materials on which the independent financial adviser's verification opinions are based are provided by the parties to the transaction. All parties to the transaction have guaranteed to the independent financial adviser that the relevant information provided about the major asset restructuring is true, accurate and complete, and there are no false records, misleading statements or major omissions.
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. The independent financial adviser's verification opinions do not constitute any investment suggestions to the listed company. The independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions of the independent financial adviser.
4. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the independent financial advisor's report.
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
Declare that 2 catalog 3 interpretation Section 1 basic information of this transaction seven
1、 Basic information of this transaction seven
2、 Assets purchased, assets placed, evaluation and pricing eight
3、 Details of this issuance of shares nine
4、 Basic information of the company before and after this offering Section II Implementation of this transaction 19 I. The implementation process of this transaction, the handling of relevant asset transfer or delivery, securities issuance registration and other matters
Situation, non-public offering of shares to raise matching funds nineteen
2、 Is there any difference between the relevant actual situation and the previously disclosed information twenty-five
3、 The replacement of directors, supervisors and senior managers and the adjustment of other relevant personnel twenty-five
4、 Fund occupation and external guarantee twenty-seven
5、 Performance of relevant agreements and commitments twenty-seven
6、 Compliance and risk of subsequent matters of this transaction twenty-eight
7、 Financial advisor's independent opinion twenty-eight
interpretation
In this verification opinion, unless the context otherwise requires, the following abbreviations have the following meanings:
Zhongde Securities Co., Ltd. on Nafine Chemical Industry Group Co.Ltd(000737) re verification opinion / this verification opinion refers to the verification opinion of the independent financial consultant on the implementation of large asset replacement, issuance of shares, payment of cash to purchase assets, raising supporting funds and related party transactions
This transaction / this reorganization / this refers to Nafine Chemical Industry Group Co.Ltd(000737) major asset replacement, issuing shares and paying cash for asset purchase and raising supporting funds and related party transactions
Company / Nafine Chemical Industry Group Co.Ltd(000737) / listed company refers to Nafine Chemical Industry Group Co.Ltd(000737) company / issuer
Zhongtiaoshan group refers to Zhongtiaoshan Nonferrous Metals Group Co., Ltd
The target company / Northern Copper refers to Shanxi Northern Copper Co., Ltd., formerly known as Northern Copper Co., Ltd
Assets to be purchased / assets to be invested
Assets produced / invested / target assets refer to 100% equity of Shanxi North Copper Co., Ltd
/Subject matter of transaction
The benchmark date refers to August 31, 2020
The asset appraisal report of Nafine Chemical Industry Group Co.Ltd(000737) group placement issued by Beijing zhongtianhua Asset Appraisal Co., Ltd. refers to the asset appraisal report on the value of all equity of shareholders of Northern Copper Co., Ltd. involved in the proposed major asset replacement, issuance of shares and payment of cash to purchase assets (zhongtianhua asset appraisal No.) [2020] No. 11270)
Assets to be disposed / assets to be disposed refer to all assets and liabilities as of the benchmark date Nafine Chemical Industry Group Co.Ltd(000737)
The appraisal report on assets purchased by Nafine Chemical Industry Group Co.Ltd(000737) Group Co., Ltd. for major asset replacement, share issuance and cash payment issued by Beijing zhongtianhua Assets Appraisal Co., Ltd. refers to the asset appraisal report on all assets and liabilities purchased by Nafine Chemical Industry Group Co.Ltd(000737) involved in the assets (zhongtianhua assets appraisal report Zi [2020] No. 11320)
The reference review report refers to the Nafine Chemical Industry Group Co.Ltd(000737) reference review report issued by Lixin Certified Public Accountants (Xin Hui Shi Bao Zi [2021] No. zb11234)
The supporting funds raised this time refer to the supporting funds raised by Nafine Chemical Industry Group Co.Ltd(000737) through non-public offering of shares to no more than 35 specific investors
The pricing benchmark date refers to the announcement date of the first resolution of the board of directors on the issuance of shares to purchase assets and raise supporting funds, that is, the announcement date of the resolution of the 16th meeting of the eighth board of directors of the listed company
The Company Law refers to the company law of the people's Republic of China (amended in 2018)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
The agreement on major asset restructuring and its supplementary agreement between Nafine Chemical Industry Group Co.Ltd(000737) Group Co., Ltd. and all shareholders of Northern Copper Co., Ltd. signed by all former shareholders of Northern Copper on January 21, 2021, June 28, 2021 and November 5, 2021 respectively Supplementary agreement of Nafine Chemical Industry Group Co.Ltd(000737) major asset restructuring agreement with all shareholders of Northern Copper Co., Ltd. and supplementary agreement of major asset restructuring agreement between Nanfeng Chemical Group Co., Ltd. and all former shareholders of Shanxi Northern Copper Co., Ltd. (II)
The performance compensation agreement between Nafine Chemical Industry Group Co.Ltd(000737) and Zhongtiaoshan Nonferrous Metals Group Co., Ltd. refers to the business of the company, Ningbo Free Trade Zone Sanjin Guotou equity investment fund partnership (limited partnership), Jinchuang Investment Co., Ltd. and Shanghai Lu'an Investment Co., Ltd
Performance compensation agreement
Supplementary agreement to the performance compensation agreement between Nafine Chemical Industry Group Co.Ltd(000737) and Zhongtiaoshan Nonferrous Metals Group Co., Ltd., Ningbo Free Trade Zone Sanjin Guotou equity investment fund partnership (limited partnership agreement), Jinchuang Investment Co., Ltd. and Shanghai Lu'an Investment Co., Ltd
Securities Law refers to the securities law of the people's Republic of China (revised in 2019)
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies (revised in 2020)
Compensation obligors and performance compensation refer to the obligors of Zhongtiaoshan group, Jinchuang investment, Sanjin state investment and Lu'an investment
Datong securities refers to Datong Securities Co., Ltd
Xi'an Gaoke building materials refers to Xi'an Gaoke Building Materials Technology Co., Ltd
Yuncheng Nanfeng refers to Yuncheng Nanfeng material Trade Co., Ltd
Provincial State-owned assets operation company refers to Shanxi state-owned capital operation Co., Ltd., formerly known as Shanxi state-owned capital investment operation Co., Ltd
Counterparties / Northern Copper all refer to Zhongtiaoshan group, Jinchuang investment, Sanjin state investment, Shanzheng innovation, Lu'an investment, sports shareholder mining and metallurgy technology, Nonferrous Engineering, CRRC Yongji and nonferrous North China supply and marketing
Jinchuang Investment Co., Ltd
Mining and metallurgy technology refers to mining and Metallurgy Technology Group Co., Ltd
Lu'an investment refers to Shanghai Lu'an Investment Co., Ltd
San Jin Guotou refers to the equity investment fund partnership (limited partnership) of San Jin Guotou in Ningbo Free Trade Zone
Shanjiao salinization refers to Shanxi Coking Coal Energy Group Co.Ltd(000983) Yuncheng salinization Group Co., Ltd
Shanzheng innovation refers to Shanzheng Innovation Investment Co., Ltd
Nonferrous Engineering refers to China Nonferrous Engineering Co., Ltd
Nonferrous North China supply and marketing refers to China Nonferrous Metals Industry North China supply and Marketing Co., Ltd
CRRC Yongji refers to CRRC Yongji Motor Industry Management Co., Ltd
Sino German securities and independent financial consultant refer to Sino German Securities Co., Ltd
Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
Zhongtianhua appraisal refers to Beijing zhongtianhua Asset Appraisal Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to China Securities Depository and Clearing Co., Ltd
Shanxi SASAC refers to the state owned assets supervision and Administration Commission of Shanxi Provincial People's government
Beneficiation using physical or chemical properties (such as density, surface reaction, magnetism and color) refers to the process of separating useful ore components from rocks and refining or purifying ores through flotation, magnetic separation, electric separation, physical selection, chemical selection, re selection and composite methods
order
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan unless otherwise specified
Section I basic information of this transaction
1、 Basic information of this transaction
The transaction plan includes: (I) major asset replacement; (II) issuing shares and paying cash to purchase assets; (III) raise supporting funds.
The above-mentioned major asset replacement, share issuance and cash payment for asset purchase are mutually conditional. If any one cannot be implemented due to the failure to obtain the required approval (including but not limited to the approval of the competent approval authority and relevant regulatory authority within the relevant transaction party), the other transaction will not be implemented.
The raising of supporting funds is based on the successful implementation of major asset replacement, share issuance and cash payment for asset purchase. The success of raising supporting funds does not affect the performance and implementation of major asset replacement, share issuance and cash payment for asset purchase. (I) major asset replacement
Nafine Chemical Industry Group Co.Ltd(000737) takes all the assets and liabilities held by it up to the benchmark date as disposed assets and replaces them with the equivalent part of the 80.18% equity of Northern Copper held by Zhongtiaoshan group.
according to
