Donghai Securities Co., Ltd
about
Changzhou Tiansheng New Materials Co.Ltd(300169) detailed equity change report (Revised)
of
Verification opinions of financial advisor
Date of signature: February, 2002
statement
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 15 - Report on changes in equity, and the standards for the contents and forms of information disclosure of companies offering securities to the public No. 16 - Report on the acquisition of listed companies In accordance with the provisions of laws and regulations and normative documents, Donghai Securities Co., Ltd. checked the Changzhou Tiansheng New Materials Co.Ltd(300169) detailed equity change report (Revised Version) disclosed by the information disclosure obligor and issued verification opinions in accordance with the recognized business standards, ethics and diligence spirit of the securities industry.
In order to enable relevant parties to properly understand and use the verification opinions of the financial advisor, the financial advisor hereby makes the following statement:
1. The financial advisor has fulfilled the obligation of due diligence in accordance with the provisions, checked the Changzhou Tiansheng New Materials Co.Ltd(300169) detailed equity change report (Revised Version) disclosed by the information disclosure obligor, confirmed that the content and format of the disclosure documents comply with the provisions, and guaranteed that there is no material difference between the professional opinions expressed and the disclosure contents of the information disclosure obligor;
2. The relevant materials on which the financial advisor is based are provided by the information disclosure obligor. The information disclosure obligor has made a statement to ensure that all documents, materials and oral testimony provided by it are true, accurate, complete and timely without any major omission, false record or misleading statement, and is responsible for its authenticity, accuracy, integrity and legitimacy.
3. The financial advisor performed the verification procedures in strict accordance with relevant regulations. The verification opinions issued on the detailed report on changes in equity (Revised Version) were carried out completely independently, and did not entrust or authorize any other institution or individual to provide information not listed in the verification opinions of the financial advisor and make any explanation or explanation for the verification opinions of the financial advisor.
4. The professional opinions issued by the financial advisor on this equity change have been submitted to the internal department of the institution for review and passed. The financial advisor has sufficient reasons to believe that this equity change complies with laws, administrative regulations and the provisions of the CSRC, and has sufficient reasons to confirm that the information disclosed by the information disclosure obligor is true, accurate and complete, and there are no false records, misleading statements and major omissions;
5. In particular, investors are reminded that the verification opinions of the financial advisor do not constitute any investment suggestions for the parties to the equity change and their affiliated companies. The financial advisor does not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions of the financial advisor.
6. The financial advisor has no interest relationship with all parties involved in this equity change, and the verification opinions issued on this detailed equity change report (Revised Version) are completely independent.
7. During his tenure as financial advisor, the financial advisor implemented strict confidentiality measures and internal firewall system.
8. The sponsor of the financial consulting project and the institutions it represents have fulfilled their obligations of diligence and responsibility, checked and verified the contents of the detailed equity change report (Revised Version) of the information disclosure obligor, found no false records, misleading statements or major omissions, and bear corresponding responsibilities for this.
9. The financial advisor and the information disclosure obligor have signed a continuous supervision agreement. The financial advisor will perform the rights and obligations in the process of continuous supervision in accordance with the continuous supervision agreement signed by both parties and the requirements of relevant laws and regulations.
catalogue
Declare that 1 catalog 3 interpretation 4 I. verification of the contents of the detailed equity change report (Revised Draft) of the information disclosure obligor 6 II. Verification of the basic information of the information disclosure obligor 6 III. guidance on the standardized operation of the securities market for information disclosure obligors 13 IV. verification of the purpose and approval procedure of this equity change 13 v. verification of the way of equity change 15 VI. verification of the capital source of the transaction of the information disclosure obligor 17 VII. Verification of the subsequent plan of the information disclosure obligor for this transaction 17 VIII. Verification of the impact of this equity change on listed companies 19 IX. verification of major transactions between information disclosure obligors and listed companies 23 X. verification of the purchase and sale of shares of listed companies by the information disclosure obligor within the first six months 24 Xi. Verification of the financial data of the information disclosure obligor 24 XII. Verification of other major matters 24 XIII. Financial advisor's concluding comments twenty-five
interpretation
In this verification opinion, unless otherwise specified, the following abbreviations have the following meanings: this financial consultant verification opinion / audit refers to the financial consultant verification opinion of Donghai Securities Co., Ltd. on the detailed equity change report (Revised Version) of Changzhou Tiansheng New Materials Co.Ltd(300169) verification opinion
Detailed equity change report refers to the Changzhou Tiansheng New Materials Co.Ltd(300169) detailed equity change report (Revised Version)
Company / listed company / Tiansheng new index Changzhou Tiansheng New Materials Co.Ltd(300169)
Information disclosure obligor 1. Jucheng refers to Fujian Jucheng mechanical equipment Co., Ltd
Mechanics
Information disclosure obligor 2. Jucheng refers to Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone
intelligence
Information disclosure obligors refer to Fujian Jucheng mechanical equipment Co., Ltd. and Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone
Financial advisor / financial advisor / refers to the institution of Donghai Securities Co., Ltd. / Donghai securities
Lida machinery refers to Fujian Quanzhou Lida Machinery Co., Ltd
Lida holding refers to Lida Holding Co., Ltd., a listed company in Taiwan, with the securities code of 4552 TW
Ronghai SDIC refers to Qingdao Ronghai SDIC Asset Management Co., Ltd
This issuance refers to Changzhou Tiansheng New Materials Co.Ltd(300169) issuing A-Shares to specific objects
Jucheng intelligent plans to subscribe for all the shares issued to specific objects in Changzhou Tiansheng New Materials Co.Ltd(300169) this time, with a total of 95323700 shares, accounting for 29.24% of the total share capital before this issuance; Wu Haizhou plans to entrust the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 25423066 shares held by him to Jucheng machine, and this equity change refers to the mechanical exercise; Sun Jian promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 13050000 shares, LV zewei promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 12434384 shares, and Xu Yi promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 6908346 shares.
The Changzhou Tiansheng share subscription agreement signed by Changzhou Tiansheng New Materials Co.Ltd(300169) and Jucheng intelligent on February 21, 2022 refers to the subscription agreement for issuing shares to specific objects that takes effect with conditions between new materials Co., Ltd. and Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone.
The strategic cooperation framework agreement refers to the strategic cooperation framework agreement signed by Changzhou Tiansheng New Materials Co.Ltd(300169) , Jucheng machinery, Wu Haizhou, Ronghai Guotou, Sun Jian, LV zewei and Xu Yi on January 26, 2022
Voting power entrustment agreement refers to the voting power entrustment agreement signed by Wu Haizhou (as the entrusting party) and Jucheng machinery (as the entrusted party) on January 26, 2022
Voting right waiver agreement refers to the voting right waiver agreement signed by Sun Jian, LV zewei, Xu Yi, Jucheng machinery and Changzhou Tiansheng New Materials Co.Ltd(300169) on January 26, 2022
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer 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 acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public - Report on changes in equity
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note: if there is a tail difference between the sum of individual data and the total amount of relevant data in this verification opinion, it is caused by rounding. 1、 Verification of the detailed equity change report (Revised Version) of the information disclosure obligor
The information disclosure obligor has prepared the detailed equity change report (Revised Version) in accordance with the requirements of relevant laws and regulations. Based on the careful verification of the documents and materials on which the information disclosure obligor prepared the detailed equity change report (Revised), and the verification of the facts disclosed in the detailed equity change report (Revised), the financial advisor found no false records, misleading statements and major omissions.
After verification, the financial advisor believes that the contents disclosed in the detailed equity change report (Revised Version) prepared by the information disclosure obligor are true, accurate and complete, and comply with the securities law, the acquisition measures, Standard No. 15, Standard No. 16 and other laws Information disclosure requirements of regulations and normative documents on the detailed report on changes in equity (Revised Version) of listed companies. 2、 Verification of the basic information of the information disclosure obligor
(I) verification of the subject qualification of the information disclosure obligor
1. Coalescence machinery
As of the signing date of the financial consultant's verification opinions, the basic information of Jucheng machinery is as follows:
Company name: Fujian Jucheng mechanical equipment Co., Ltd
Registered address: No. 797, Xingxiu Road, Jinfeng Village, Dongyuan Town, Taiwan investment zone, Quanzhou, Fujian Province
Legal representative: Huang Daping
Registered capital: 30 million yuan
Unified social credit code 91350521ma35ew393g
Enterprise type: limited liability company (invested or controlled by natural person)
Business scope: general items: research and development of mechanical equipment; Sales of machinery and equipment (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Business term: from January 20, 2021 to January 19, 2071
Major shareholder and shareholding ratio Huang Daping holds 65% and Tong Shuai holds 35%
Mailing address: No. 797, Xingxiu Road, Jinfeng Village, Dongyuan Town, Taiwan investment zone, Quanzhou, Fujian Province
Tel.: 0595-87598207
2. Jucheng intelligence
As of the signing date of the financial advisor's verification opinions, the basic information of Jucheng intelligence is as follows:
Enterprise name: Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone
Registered address: No. 797, Xingxiu Road, Jinfeng Village, Dongyuan Town, Taiwan investment zone, Quanzhou, Fujian Province
Executive partner Fujian Jucheng mechanical equipment Co., Ltd
Registered capital: 1 million yuan
Unified social credit code 91350521ma8ukb0757
Type of enterprise: limited partnership
Research and development of mechanical equipment; Sales of mechanical equipment; Engaging in investment activities with its own funds; Technical business scope services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Business term: from February 11, 2022 to February 10, 2052
Major shareholders and shareholding ratio Fujian Jucheng mechanical equipment Co., Ltd. holds 1% of the capital contribution of Jucheng intelligence, and Fujian Quanzhou Lida Machinery Co., Ltd. holds 99% of the capital contribution of Jucheng intelligence
Mailing address: Quanzhou, Fujian Province
