Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
about
Jiangxi Hongcheng Environment Co.Ltd(600461) issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
of
Independent financial advisor Report
(Revised Version)
Date of signature: February, 2002
catalogue
catalogue 1 statement and commitment of the independent financial advisor six
1、 Statement of the independent financial adviser six
2、 The independent financial advisor promises 7 interpretation 9. Tips on major issues twelve
1、 Overview of this transaction plan twelve
2、 Evaluation and pricing of the subject matter of the transaction seventeen
3、 Performance commitments and compensation arrangements seventeen
4、 This transaction constitutes a connected transaction twenty
5、 This transaction does not constitute a major asset reorganization, nor does it constitute a reorganization and listing twenty
6、 The impact of this transaction on listed companies twenty-two
7、 This transaction has been performed and the decision-making and approval procedures to be performed twenty-four
8、 The controlling shareholder’s principled opinions on this transaction IX. controlling shareholders, directors, supervisors and senior managers from the date of resumption of the restructuring to the completion of the implementation
The reduction plan during the completion period twenty-five
10、 Important commitments made by relevant parties to this transaction twenty-six
11、 This transaction will not result in the company’s shares not meeting the listing conditions thirty-four
12、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction thirty-four
13、 The impact of diluting the current earnings per share of this transaction and the arrangement of filling in the return thirty-five
14、 Sponsor qualification of independent financial adviser 39 major risk tips forty
1、 Risks associated with this transaction forty
2、 Risks related to the operation of the subject company forty-one
3、 Risks of listed companies after reorganization forty-eight
4、 Other risks 49 section 1 overview of this transaction fifty
1、 The background of this transaction fifty
2、 The purpose of this transaction fifty-one
3、 The specific scheme of this transaction fifty-three
4、 Decision making process and approval of this transaction fifty-seven
5、 This transaction constitutes a connected transaction fifty-eight
6、 This transaction does not constitute a major asset reorganization, nor does it constitute a reorganization and listing fifty-nine
7、 The impact of this transaction on listed companies Section 2 basic information of listed companies sixty-three
1、 Basic information sixty-three
2、 Historical evolution and changes in share capital sixty-three
3、 Changes in control in the last 60 months sixty-nine
4、 Major asset restructuring in the last three years seventy
5、 Main business development in the last three years seventy
6、 Main financial indicators of Listed Companies in the last three years seventy-one
7、 Controlling shareholders and actual controllers seventy-one
8、 Compliance of Listed Companies in the last three years Section III basic information of the counterparty seventy-six
1、 Basic profile of the counterparty seventy-six
2、 Description of the relationship between the counterparty and the listed company eighty-one
3、 Information about the directors or senior managers recommended by the counterparty to the listed company IV. punishment, litigation or arbitration involving the counterparty and its main management personnel in the last five years
…… eighty-two
5、 The integrity of the counterparty and its key management personnel in the last five years Section IV basic information of the subject company eighty-three
1、 Basic information eighty-three
2、 History eighty-three
3、 Ownership or control relationship eighty-four
4、 Subordinate enterprises V. ownership status of major assets, external guarantees, major liabilities and contingent liabilities one hundred and seventeen
6、 Main business development one hundred and fifty-four
7、 Key financial indicators one hundred and seventy-six
8、 Asset appraisal related to equity transfer, capital increase or restructuring in the last three years IX. project approval, environmental protection, industry access, land use, planning, construction and other related matters involved
…… 178 X. involving licensing others to use their own assets, or using others’ assets as a licensee
situation…… one hundred and seventy-eight
11、 Major accounting policies and related accounting treatment one hundred and seventy-nine
12、 Whether the project involved in the subject asset belongs to “high energy consumption and high emission” project Section V basic information of shares issued in this transaction two hundred and twenty-six
1、 Issuance of shares and purchase of assets two hundred and twenty-six
2、 Raising supporting funds two hundred and thirty
3、 The impact of this transaction on the equity structure of listed companies two hundred and thirty-seven
4、 The impact of this transaction on the financial indicators of listed companies 237 section VI valuation and pricing of underlying assets two hundred and thirty-nine
1、 Assessment Overview two hundred and thirty-nine
2、 Evaluation method two hundred and forty
3、 Dingyuan ecological assessment two hundred and forty-one
4、 Special notes three hundred and four
5、 Whether to quote the contents of other valuation institutions three hundred and nine
6、 Special treatment of the appraisal and matters that have a significant impact on the appraisal conclusion three hundred and nine
7、 The analysis of the board of directors on the rationality of the evaluation of this transaction and the fairness of pricing three hundred and ten
8、 Independent opinions of the independent directors of the listed company on the evaluation of this transaction three hundred and seventeen
9、 The impact of impairment of fixed assets and goodwill on the valuation of underlying assets Section 7 main contracts of this transaction three hundred and nineteen
1、 The main contents of the agreement on issuing shares and paying cash to purchase assets three hundred and nineteen
2、 Profit forecast compensation agreement 326 section 8 horizontal competition and related party transactions three hundred and thirty
1、 Horizontal competition three hundred and thirty
2、 Related party transactions 332 section IX verification opinions of independent financial adviser three hundred and sixty-five
1、 Basic assumptions three hundred and sixty-five
3、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization measures 377 IV. verification of the fairness and rationality of asset pricing involved in this exchange 377 V. This transaction is priced according to the asset evaluation results, and the verification opinions on the appropriateness of the selected evaluation method, the rationality of the evaluation assumptions, the rationality of the values of important evaluation parameters such as the expected future income growth rate and discount rate, and the realizability of the expected income 377 VI. in combination with the discussion and analysis of the management of the listed company and the profit forecast (if any), analyze and explain the profitability and financial status of the listed company after the completion of this transaction, whether this transaction is conducive to the sustainable development of the listed company and whether there are problems damaging the legitimate rights and interests of shareholders 378 VII. Conduct a comprehensive analysis of the market position, operating performance, sustainable development ability and corporate governance mechanism of the listed company after the completion of the transaction 393 VIII. Express clear opinions on whether the asset delivery arrangement agreed in the transaction contract may lead to the risk that the listed company cannot obtain consideration in time after delivering cash or other assets, and whether the relevant liabilities for breach of contract are effective 394 IX. check whether this transaction constitutes a connected transaction, and express clear opinions according to the relevant facts confirmed in the verification.
If related party transactions are involved, the necessity of this transaction and whether this transaction damages the interests of the listed company and non related shareholders shall also be fully analyzed 398 X. if the counterparty and the listed company sign a compensation agreement in accordance with Article 35 of the reorganization measures on the situation that the actual profit of relevant assets is less than the predicted profit, the independent financial adviser shall express opinions on the feasibility and rationality of the compensation arrangement 400 Xi. According to the opinions on the application of securities and Futures Law No. 10 on the problem of capital occupation of the assets to be purchased in Article 3, the financial consultant shall check whether the shareholders and their related parties, asset owners and their related parties of the assets to be purchased have the problem of non operating capital occupation of the assets to be purchased and give opinions 400 XII. According to the revised compilation of frequently asked questions and answers of laws and regulations on the supervision of listed companies, the financial consultant shall check whether the reorganization involves private investment funds and the filing situation, and give clear opinions 400 XIII. Discussion and Analysis on the compliance of the supporting funds raised this time 401 XIV. According to the guidance on matters related to the dilution of the immediate return of initial public offering, refinancing and major asset restructuring, the financial consultant shall make up for the rationality of the dilution of the immediate return expected by the company, i.e
Whether the interim return measures and the commitments of relevant commitment subjects comply with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market
Express verification opinions on the spirit of the legitimate rights and interests of four hundred and two
15、 The paid employment of other third-party institutions in this transaction 403 section x conclusion of the independent financial adviser 404 section 11 independent financial advisor’s core procedures and internal audit opinions four hundred and six
1、 Kernel program four hundred and six
2、 Core comments four hundred and seven
Statement and commitment of independent financial advisor
Entrusted by Jiangxi Hongcheng Environment Co.Ltd(600461) , the underwriting sponsor of Shenwan Hongyuan Group Co.Ltd(000166) acted as an independent financial adviser on the issue of shares, the payment of cash to purchase assets, the raising of supporting funds and related party transactions, provided independent opinions to all shareholders of Jiangxi Hongcheng Environment Co.Ltd(600461) on this matter, and prepared this independent financial adviser Report.
The independent financial adviser strictly complies with the relevant requirements of the company law, the securities law, the reorganization measures, the Standard No. 26, the financial adviser measures, the listing rules and other legal norms, as well as the agreement on issuing shares and paying cash to purchase assets signed by Jiangxi Hongcheng Environment Co.Ltd(600461) and the counterparty, Jiangxi Hongcheng Environment Co.Ltd(600461) and the relevant materials provided by the counterparty The report on Jiangxi Hongcheng Environment Co.Ltd(600461) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) prepared by the board of directors of Jiangxi Hongcheng Environment Co.Ltd(600461) has carefully performed the obligation of due diligence on this transaction in accordance with the recognized business standards and ethics of the securities industry, after careful investigation and with the attitude of good faith and diligence, Carefully check the relevant declaration and disclosure documents of the listed company, issue an independent financial adviser report to Jiangxi Hongcheng Environment Co.Ltd(600461) all shareholders, and make the following statements and commitments: I. statement of independent financial adviser
1. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues an independent financial advisor report on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which the independent financial adviser’s report is based are provided by relevant parties to the independent financial adviser. The relevant parties shall be responsible for the authenticity, accuracy and completeness of the information provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the legitimacy, authenticity and completeness of the information provided. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements. If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom. 3. As of the signing date of the independent financial advisor’s report, Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor has conducted prudent verification on Jiangxi Hongcheng Environment Co.Ltd(600461) issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions. The independent financial advisor’s report only provides independent verification opinions to all shareholders of Jiangxi Hongcheng Environment Co.Ltd(600461) on the verified matters.
4. The independent financial advisor’s report on the report of Jiangxi Hongcheng Environment Co.Ltd(600461) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) has been submitted to the core institution of Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor for review, and the core institution agrees to issue this independent financial advisor’s report after review.
5. The independent financial adviser agrees to submit the independent financial adviser’s report as the legal document of this transaction to the relevant regulatory authorities, and submit it to the China Securities Regulatory Commission and Shanghai stock exchange together with the report on Jiangxi Hongcheng Environment Co.Ltd(600461) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (draft) (Revised Version) and make an online announcement.
6. For the facts that are important to the independent financial adviser’s report but cannot be supported by independent evidence or need professional knowledge such as law, audit and evaluation to identify, the independent financial adviser mainly makes judgments based on the opinions, instructions and other documents issued by relevant government departments, law firms, accounting firms, asset evaluation institutions and other relevant units.
7. 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 for this opinion.
8. This independent financial adviser’s report does not constitute any investment suggestions for Jiangxi Hongcheng Environment Co.Ltd(600461) and is not applicable to investors according to this verification opinion
