Stock Exchange: 300083 {listing place of stock: 300083}
Report (Draft) (Revised)
Counterparty type counterparty name
Sichuan gangrong Investment Development Group Co., Ltd
Issuing shares to purchase assets national manufacturing transformation and upgrading fund Co., Ltd
Xinjiang glory innovation equity investment partnership (limited partnership)
No more than 35 specific investors who meet the requirements of the CSRC shall raise supporting funds
Independent financial advisor
February, 2002
Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the contents of this report and its summary and the relevant application documents issued by the company are true, accurate and complete without any false records, misleading statements or major omissions, and promise to bear individual and joint legal liabilities for its authenticity, accuracy and integrity. All directors, supervisors and senior managers of the company guarantee that the materials provided to the intermediaries participating in the reorganization are true, accurate and complete original written materials or copies, and the copies or copies of materials are consistent with the original materials or originals; The signatures and seals of all documents are true. The signatories of such documents are legally authorized and effectively sign the documents without any false records, misleading statements or major omissions.
All directors, supervisors and senior managers of the company promise that if the information provided or disclosed in this reorganization is suspected of false records, misleading statements or major omissions, and is filed for investigation by judicial authorities or by China Securities Regulatory Commission, I will suspend the transfer of shares in the company until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the board of directors of the company within two trading days after receiving the notice of filing and inspection, and the board of directors of the company shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of itself; If I fail to submit the locking application within two trading days, I agree to authorize the board of directors of the company to directly submit my identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors of the company fails to submit his identity information and account information to the stock exchange and the registration and settlement company, I agree to authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to voluntarily lock up the shares for compensation arrangements for relevant investors.
The effectiveness and completion of this transaction still need to be approved or registered by the relevant examination and approval authority. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it has made a substantive judgment or guarantee on the value of the company’s shares or the income of investors. Any statement to the contrary is a false statement. After the completion of this transaction, the company shall be responsible for the changes of the company’s operation and income; The investor shall be responsible for the investment risk caused by this transaction. When evaluating the company’s transaction, in addition to the contents of this report and relevant documents disclosed at the same time with this report, investors should also seriously consider various risk factors disclosed in this report.
If investors have any questions about this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
The counterparties of this transaction have made the following commitments and statements:
The company / enterprise guarantees that the materials provided to the intermediaries participating in the reorganization are true, accurate and complete original written materials or copies, and the copies or copies of materials are consistent with the original materials or originals; The signatures and seals of all documents are true, and the signatories of such documents are legally authorized and effectively sign the documents without any false records, misleading statements or major omissions;
The company / enterprise guarantees that it has fulfilled its statutory disclosure and reporting obligations, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed;
If the information provided or disclosed in this reorganization is suspected of false records, misleading statements or major omissions, and is filed for investigation by judicial authorities or by China Securities Regulatory Commission, the company / enterprise will suspend the transfer of shares with interests in the company until the investigation conclusion is formed, And submit the written application for suspension of transfer and stock account to the board of directors of the company within two trading days after receiving the notice of filing and inspection, and the board of directors of the company will apply for locking to the stock exchange and registration and Clearing Company on behalf of the company / enterprise; If the company / enterprise fails to submit the locking application within two trading days, the company / enterprise agrees to authorize the board of directors of the company to directly submit the identity information and account information of the company / enterprise to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors of the company fails to submit the identity information and account information of the company / enterprise to the stock exchange and the registration and settlement company, the company / enterprise agrees to authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the company / enterprise promises to voluntarily lock up shares for compensation arrangements for relevant investors.
Intermediary statement
The independent financial advisor China Securities Co.Ltd(601066) of this transaction has issued a commitment: all the information disclosed in the application documents issued by the company for the issuance of shares to purchase assets and raise supporting funds is true, accurate and complete, the facts described have sufficient, objective and fair basis, and the data quoted have indicated the source of the data, In accordance with the requirements of the CSRC, the original or legally effective copy is provided as the reference document of relevant information. If there are false records, misleading statements or major omissions in the application documents of this transaction, and the company fails to be diligent and responsible, it will bear joint and several liability for compensation.
Guangdong Haipai law firm, the legal adviser of this transaction, has issued a commitment: the firm and the handling lawyer agree to use the legal opinion issued by the firm in the application documents for Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) this issuance of shares to purchase assets and raise supporting funds, and ensure that the legal opinion is true, accurate and complete. If there are false records, misleading statements or major omissions in the contents of the legal opinions issued by the exchange cited in the application documents, and the exchange fails to exercise due diligence, it will bear joint and several liability for compensation.
The exchange and the signing certified public accountant agree that the application document for Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) this issuance of shares to purchase assets and raise supporting funds (hereinafter referred to as the “application document”) uses the reports Zhonghui Zi (2022) No. 00152, Zhonghui Zi (2022) No. 00153 and Zhonghui Zi (2022) No. 00743 issued by the exchange, and guarantees that Zhonghui Zi (2022) No. 00152 Zhong Hui Zi (2022) No. 00153 and Zhong Hui Zi (2022) No. 00743 reports are true, accurate and complete.
If there are false records, misleading statements or major omissions in the contents of the documents issued by the exchange cited in the application documents, and the exchange fails to exercise due diligence, it will bear joint and several liability for compensation.
Zhonglian asset appraisal group Co., Ltd., the asset appraisal institution of this transaction, has issued a commitment: the professional conclusions of the asset appraisal report issued by the company and the handling personnel for the application documents for this major asset restructuring are true, accurate and complete, there are no false records, misleading statements or major omissions, and the authenticity Assume corresponding legal responsibilities for accuracy and completeness.
Tips on major issues
Investors are specially reminded to carefully read the full text of this report and pay special attention to the following matters (see the “interpretation” of this report for the abbreviation quoted in this part):
1、 Overview of the transaction scheme
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) plans to purchase 19.13% of the minority shareholders’ equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) held by gangrong group, national manufacturing fund and glory venture capital; At the same time, it is planned to raise matching funds of no more than 130 million yuan from no more than 35 specific investors by issuing shares to specific objects, the total amount of matching funds raised shall not exceed 100.00% of the transaction price of the underlying assets to be purchased by issuing shares, and the number of shares to be issued by raising matching funds shall not exceed 30.00% of the total share capital of the listed company before this issuance. After deducting relevant intermediary fees and relevant taxes, the supporting funds raised this time are intended to be used for the construction of raised investment projects of the target company and supplement working capital of listed companies.
Before this transaction, Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) held 80.87% equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ; 300083} of the Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) shares of Shenzhen will be held after the completion of this transaction.
The implementation of the matching funds raised by the issuance of shares is based on the implementation of the purchase of assets by the issuance of shares, but the success of the matching funds raised by the issuance of shares does not affect the implementation of the purchase of assets by the issuance of shares.
2、 Pricing of this transaction
The subject matter of this transaction is 19.13% minority equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) and the benchmark date is June 30, 2021. The appraisal institution evaluates the value of 100% equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) and takes the result of income method as the appraisal conclusion. Under the assumption of continuous operation, the assessed value of 100% equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) is 6803 million yuan, and the assessed value of 19.13% equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) is 1301.696 million yuan.
Based on the above evaluation value and through joint negotiation between the company and the counterparty, the transaction price of 19.13% equity of the subject asset Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) is finally determined as 130169600 yuan.
The above transaction price shall be paid by the company by issuing shares, as follows:
Unit: 10000 yuan
Serial number: transaction consideration of the corresponding target company acquired by the counterparty
Equity ratio registered capital
1 gangrong group 9.37% 3559.7627 63759.70 63759.70
2 national manufacturing fund 8.73% 3314.8686 59373.35 59373.35
Serial number: transaction consideration of the corresponding target company acquired by the counterparty
Equity ratio registered capital
3 glory venture capital 1.03% 392.8571 7036.55 7036.55
Total 19.13% 7267.4884 130169.60 130169.60
3、 Pricing and basis of issued shares
According to the measures for continuous supervision of GEM listed companies (Trial), if a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80.00% of the market reference price, which is 20 trading days before the announcement date of the resolution of the board of directors on the purchase of assets by issuing shares (i.e. the pricing benchmark date) One of the average trading prices of the company’s shares for 60 trading days or 120 trading days.
The benchmark date for pricing the purchase of assets by issuing shares this time is Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) the announcement date of the resolution of the 20th meeting of the Fifth Board of directors considering matters related to this transaction. The average trading price of shares 20 trading days, 60 trading days and 120 trading days before the company’s pricing benchmark date is shown in the table below:
No. the average price of stock trading is calculated as 80.00% of the average price of interval trading
1. 14.713 yuan / share and 11.770 yuan / share in the first 20 trading days
2. RMB 13.442/share and RMB 10.754/share in the first 60 trading days
3. RMB 13.056/share and RMB 10.445/share in the first 120 trading days
After negotiation between the trading parties, the price of the shares issued this time is determined to be 10.45 yuan / share, which is no less than 80.00% of the average trading price of the company’s shares 120 trading days before the pricing benchmark date.
During the period from the pricing benchmark date of this issuance to the completion date of this issuance, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price of assets purchased by this issuance of shares shall be adjusted accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange.
4、 Nature of this transaction
(I) this transaction does not constitute a connected transaction
According to the accounting standards for Business Enterprises No. 36 – disclosure of related parties, the administrative measures for information disclosure of listed companies and the Listing Rules of GEM stocks, there was no related relationship between the counterparty and the listed company before this transaction. After the completion of this transaction, without considering the raising of supporting funds, each counterparty holds less than 5% of the shares of the listed company. This transaction does not constitute a related party transaction.
(II) this transaction does not constitute a major asset reorganization
Article 14 of the reorganization management measures stipulates: “If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. The asset transaction that has prepared and disclosed the report on major asset restructuring in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. The CSRC stipulates in paragraph 1 of Article 13 of these measures
