China Securities Co.Ltd(601066)
About the purchase and sale of assets by the company within 12 months before the reorganization
Verification opinion of independent financial advisor
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as ” Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ” or “listed company”) purchased Sichuan gangrong Investment Development Group Co., Ltd. by issuing shares 19.13% of the minority shareholders’ equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. (hereinafter referred to as “Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ” or “target company”) held by the national manufacturing transformation and upgrading fund Co., Ltd. and Xinjiang glory innovation equity investment partnership (limited partnership), And raise matching funds from no more than 35 specific investors by issuing shares to specific objects.
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “independent financial adviser”) as the independent financial adviser of the project of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) issuing shares to purchase assets and raise supporting funds (hereinafter referred to as “this transaction”), checked the matters related to the purchase and sale of assets by listed companies within 12 months before this transaction, and the verification opinions are as follows:
1、 Verification contents of independent financial advisor
According to the relevant provisions of the reorganization management measures: “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 cumulative period of major asset restructuring stipulated by the CSRC in paragraph 1 of Article 13 of these measures If the limits and scope are otherwise specified, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. “
The independent financial adviser checked the purchase and sale of assets of the listed company within 12 months before the convening of the board of directors. The details are as follows:
In January 2022, Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) repurchased 1.1284% and 0.7522% equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) respectively held by Anhui high tech Jin tong’anyi phase II venture capital fund (limited partnership) and Shihezi longhuahui equity investment partnership (limited partnership) with its own funds of 130 million yuan. After the completion of this transaction, Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) holds 80.8659% equity of the target company. The relevant industrial and commercial registration procedures for the above equity transfer have been completed on January 28, 2022.
After verification, the subject assets of the above asset purchase and this major asset purchase are the equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , which belongs to the situation of continuous purchase of the same or related assets as stipulated in the reorganization management measures. Based on the financial data of the listed company and the target company in 2021 and the consideration of this transaction, and the accumulated above transactions, the purchase of assets by issuing shares this time still does not constitute a major asset reorganization as stipulated in Articles 12, 13 and 14 of the measures for the administration of major asset reorganization of listed companies.
2、 Independent financial advisor’s concluding comments
After careful verification, the independent financial adviser believes that:
(I) in addition to the above transactions, the listed company did not purchase or sell the same or related assets as the reorganization within 12 months before the reorganization.
(Article 13) if the listed company’s purchase of shares constitutes a material asset, it shall not be included in the calculation scope of the listed company’s cumulative assets in the above-mentioned reorganization and management measures.
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(there is no text on this page, which is the signature page of China Securities Co.Ltd(601066) verification opinions of independent financial advisers on the purchase and sale of assets of the company within 12 months before the reorganization)
Project Co organizer:
Li Zuye, Liu Jiayang, Hu Pengcheng
Financial advisor sponsor:
Yan Mingqing Zeng Cheng
Department head:
Zhang Zhongwei
Kernel principal:
Zhang Yaokun
Legal representative or authorized representative:
Liu Naisheng
China Securities Co.Ltd(601066) mm / DD / yy
