Sinolink Securities Co.Ltd(600109)
about
Shandong Weida Machinery Co.Ltd(002026)
Acquisition Report
of
Financial advisory report
Financial advisor
Date of signature: February, 2002
catalogue
Section 1 interpretation Section II statement and commitment of the financial advisor four
1、 Financial advisor statement four
2、 The financial advisor promises 4 section III Financial Advisor's verification opinions six
1、 Verification of the contents of the acquisition report prepared by the acquirer six
2、 Verification of the purpose of this acquisition six
3、 Verification of the acquirer's subject qualification, acquisition strength, management ability and integrity six
4、 Guidance to the acquirer on the standardized operation of the securities market eight
5、 Verification of the acquirer's equity control structure eight
6、 Verification of the source of the purchaser's acquisition funds and their legitimacy eight
7、 Verification of whether this acquisition involves paying the purchase price with securities eight
8、 Verification of legal procedures for this acquisition nine
9、 Verification of the stable operation arrangements of listed companies during the transition period nine
10、 Verification of the acquirer's follow-up plan of the listed company ten
11、 Verification of the impact of the acquirer on the listed company 11 XII. Verification on whether other rights are set in the acquisition object and whether other compensation arrangements are made in addition to the acquisition price fourteen
13、 Verification of major transactions between the acquirer and the listed company fourteen
14、 Verification of the purchaser's purchase and sale of shares of listed companies within the first six months 15. Whether the original controlling shareholders, actual controllers and their related parties of the listed company have any other circumstances that have not paid off the occupation of non recurring funds of the listed company, have not released the listed company from providing guarantee for its liabilities or damage the interests of the listed company 17
16、 Verification of the purchaser's exemption from the offer conditions seventeen
17、 Concluding observations 18. Professional opinions of financial advisers on mergers and acquisitions of listed companies No. 1 - acquisition of listed companies twenty
Section I interpretation
In this financial advisory report, unless the context specifies, the following abbreviations have the following specific meanings: Shandong Weida Machinery Co.Ltd(002026) , the company, the company, referring to Shandong Weida Machinery Co.Ltd(002026) listed company and the issuer
Weida group and purchaser refer to Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd
This report and this financial advisory report refer to the financial advisory report of Shandong Weida Machinery Co.Ltd(002026) acquisition report
This issuance and this non-public offering refer to Shandong Weida Machinery Co.Ltd(002026) the issuance of A-Shares to specific objects in the form of non-public offering
This acquisition and transaction refers to the acquisition of Shandong Weida Machinery Co.Ltd(002026) non-public shares subscribed by Weida group in cash and the cumulative increase of Shandong Weida Machinery Co.Ltd(002026) holdings through centralized bidding and block trading from July 2018 to November 2019
Subscription agreement refers to the conditional effective share subscription agreement signed by Weida group and Shandong Weida Machinery Co.Ltd(002026)
General meeting of shareholders means Shandong Weida Machinery Co.Ltd(002026) general meeting of shareholders
Board of directors means the Shandong Weida Machinery Co.Ltd(002026) board of directors
Board of supervisors refers to the Shandong Weida Machinery Co.Ltd(002026) board of supervisors
Trading day refers to the normal trading day of Shenzhen Stock Exchange
CSRC and CSRC refer 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. 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
Ordinary shares approved by the CSRC to be issued to domestic investors, listed on the A-share index of domestic securities trading, marked with the par value of the shares in RMB, subscribed and traded in RMB
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: the sum of part of the total in this report and all relevant data may be different in the mantissa due to rounding.
Section II statement and commitment of the financial advisor
1、 Statement of financial advisor
Sinolink Securities Co.Ltd(600109) acted as the financial advisor of this acquisition and issued this financial advisor report on this acquisition. The financial advisory report is issued after due diligence and careful verification in accordance with the requirements of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of acquisitions and the Standard No. 16, in accordance with the recognized business standards and ethics in the industry, and in accordance with the principles of honesty, credit and diligence. And hereby make the following statement:
(I) the documents, materials and other relevant materials on which the financial advisory report is based are provided by the purchaser. The purchaser has promised that all written materials, documents or oral testimony provided by it are true, accurate and complete, free from false records, misleading statements or major omissions, and is responsible for their authenticity, accuracy, integrity and legitimacy.
(II) the financial advisor does not assume any responsibility for the work process and results of other intermediaries, and this report does not express any opinions and comments on the work process and results of other intermediaries.
(III) the financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor's report and make any explanation or explanation to the financial advisor's report.
(IV) this financial advisor's report does not constitute any investment advice to the listed company, and the financial advisor will not bear any responsibility for the risks that may arise from any investment decisions made by investors according to this financial advisor's report. The financial advisor urges investors to carefully read the acquisition report, summary of the acquisition report, announcement of the board of directors, legal opinion and other information disclosure documents related to the acquisition.
(V) this financial advisory report is only for the use of Weida group in this acquisition. Without the written consent of the financial advisor, the financial advisor's report shall not be used for any other purpose or used by any third party.
2、 Financial advisor commitment
Sinolink Securities Co.Ltd(600109) makes the following commitments:
(I) the financial consultant 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 purchaser's application documents;
(II) the purchaser's announcement documents have been checked and it is believed that the content and format of the announcement documents comply with the provisions;
(III) have sufficient reasons to believe that the acquisition complies with laws, administrative regulations and the provisions of the CSRC, and have sufficient reasons to believe that the information disclosed by the acquirer is true, accurate and complete, and there are no false records, misleading statements and major omissions;
(IV) the professional opinions issued on this acquisition have been submitted to the core institution for review and passed;
(V) during his tenure as financial consultant, he has taken strict confidentiality measures and strictly implemented the internal firewall system;
(VI) a continuous supervision agreement has been concluded with the acquirer.
Section III verification opinions of Financial Consultant
1、 Verification of the contents of the acquisition report prepared by the acquirer
The acquirer has prepared the acquisition report in accordance with relevant laws and regulations such as the securities law, the measures for the administration of acquisition and the Standard No. 16. In the acquisition report, the acquirer's introduction, acquisition decision and purpose, acquisition method, source of funds, exemption from the offer, follow-up plan, analysis of the impact on the listed company, major transactions with the listed company, trading of listed shares of the listed company in the first six months, financial information of the acquirer and other contents are disclosed.
The financial consultant has reviewed the acquisition report prepared by the purchaser and fully verified the documents and materials on which it is based. After verification, the financial consultant believes that the contents disclosed in the acquisition report prepared by the purchaser are true, accurate and complete. 2、 Verification of the purpose of this acquisition
Based on the recognition of the long-term investment value of the listed company and the firm confidence in the development prospect of the listed company, the purpose of improving the control and decision-making power of the listed company, maintaining the long-term strategic stability of the listed company, and the good expectation of the non-public offering and investment projects of the listed company in 2020, Weida group has decided to increase its holdings of shares of Listed Companies in ways permitted by laws and regulations (including but not limited to centralized bidding, block trading, agreement transfer, etc.) and subscribe for non-public offering shares of Listed Companies in 2020. The acquisition did not result in the change of the controlling shareholder and actual controller of the listed company.
After verification, the financial advisor believes that there is no violation of laws and regulations for the purpose of this acquisition.
3、 Verification of the purchaser's subject qualification, acquisition strength, management ability and integrity
(I) basic information of the purchaser
The purchaser of this acquisition is Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd. the basic information is as follows:
Company name Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd
Address: No. 2-4, Zhonghan Road, Pengshan Town, Lingang Economic and Technological Development Zone, Weihai, Shandong Province
Legal representative: Yang Guimo
The registered capital is 45.5 million yuan
Date of establishment: August 10, 1995
Unified social credit code 913710001668241735
Enterprise type: limited liability company (invested or controlled by natural person)
Radiator and wrench manufacturing; Steel, electrical accessories, building materials, mechanical equipment, instruments and meters
Business scope and sales of spare parts and electromechanical products; House leasing; Import and export of goods and technologies within the scope of filing
Export (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Operating period: August 10, 1995 to long term
Shareholders: Mr. Yang Guimo holds 54.29% and Ms. Yang Mingyan holds 45.71%.
Mailing address: No. 2-4, Zhonghan Road, Pengshan Town, Lingang Economic and Technological Development Zone, Weihai, Shandong Province
Tel: 0631-3909238
(II) verification of the purchaser's subject qualification
The purchaser does not have the following circumstances:
1. Have a large amount of debt, which is not paid off when due and is in a continuous state;
2. Major violations or suspected of major violations in the last three years;
3. Serious dishonesty in the securities market in the past three years;
4. Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired.
After verification, the financial consultant believes that as of the signing date of the financial consultant's report, the acquirer is not prohibited from acquiring a listed company according to Article 6 of the acquisition management measures, and has provided relevant documents in accordance with Article 50 of the acquisition management measures, so it has the subject qualification of this acquisition.
(III) verification of the economic strength of the purchaser
Weida group is a holding company, and its brief financial (consolidated statement caliber) status in recent three years is as follows:
Unit: 10000 yuan
December 31, 2020 / 2020 December 31, 2019 / 2019 December 31, 2018 / 2018
Total assets 420446.17 385548.13 365634.81
Total liabilities 143750.87 141124.23 106097.22
Owner's equity 276695.31 244423.90 259537.59
Operating income 265345.47 203320.58
