Beijing boxing Securities Investment Consulting Co., Ltd
about
Whole Easy Internet Technology Co.Ltd(002464)
Detailed equity change report
of
Verification opinions of financial advisor
February, 2002
Statement
The verification opinions of the financial advisor are 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, and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity It is issued after due diligence and careful verification in accordance with the requirements of relevant laws, regulations and normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies, in accordance with the generally recognized business standards and ethics in the industry, in the principle of good faith and diligence.
The financial advisor hereby makes the following statement:
1. The financial advisor has no interest relationship with all parties involved in the equity change, and the verification opinions on the Whole Easy Internet Technology Co.Ltd(002464) detailed equity change report are completely independent;
2. The information on which this financial advisory report is based is provided by the information disclosure obligor. The information disclosure obligor has promised 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 has conducted due diligence on the facts on which the financial advisor's opinion is based, and has the obligation of honesty, credibility, diligence and due diligence for the authenticity, accuracy and completeness of the content of this opinion;
4. The professional opinions issued by the financial advisor on this acquisition have been submitted to its core organization for review and passed;
5. The financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor's verification opinions and make any explanation or explanation for the financial advisor's verification opinions;
6. The financial advisor's verification opinions do not constitute any investment suggestions for Zhongying Internet, and the financial advisor will not bear any responsibility for the possible risks of any investment decisions made by investors according to the verification opinions;
7. The financial advisor reminds investors to carefully read the relevant information disclosed by all parties to the transaction and other relevant parties on the change of equity;
8. During his tenure as a financial consultant, the financial consultant implemented strict confidentiality measures and strictly implemented the internal firewall system;
9. 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 equity change report of the information disclosure obligor, and found no false records, misleading statements or major omissions, and bear corresponding responsibilities for this.
catalogue
Declare that 1 interpretation 4 Introduction 5 financial advisor's verification opinions 6 I. verification of the contents of the detailed equity change report of the information disclosure obligor 6 II. Verification of the subject qualification, strength and integrity of the information disclosure obligor 6. Purpose of disclosure of information to the third party 11 IV. verification of the change of rights and interests of the information disclosure obligor V. verification of the source of funds of the information disclosure obligor and its legitimacy 12 VI. verification of the follow-up plan of the information disclosure obligor VII. Verification of the impact of this equity change on the listed company VIII. Verification of major transactions between information disclosure obligors and listed companies 15 IX. verification of the trading shares of listed companies bought and sold by the information disclosure obligor within the first six months 10. Check whether the original controlling shareholders, actual controllers and their related parties of the listed company have outstanding liabilities to the company, have not released the guarantee provided by the company for its liabilities or other circumstances damaging the interests of the company 15 Xi. Check whether there are other major matters 16 XII. Opinions and conclusions of the financial consultant seventeen
interpretation
In this verification opinion, unless otherwise specified, the following abbreviations have the following meanings:
Detailed equity change report refers to Whole Easy Internet Technology Co.Ltd(002464) detailed equity change report
This verification opinion refers to the financial advisory verification opinion of Beijing boxing Securities Investment Consulting Co., Ltd. on the detailed equity change report of Zhongying Internet Technology Co., Ltd
Zhongying Internet / / * ST Zhongying / refers to Whole Easy Internet Technology Co.Ltd(002464)
listed company
Information disclosure obligor refers to Wu Rui
Beijing zongxinrui refers to Beijing zongxinrui Enterprise Management Co., Ltd
Shenzhen zongxinrui refers to Shenzhen Qianhai zongxinrui Investment Management Co., Ltd
Ran Shengrui refers to Ningbo ran Shengrui investment management partnership (limited partnership)
Minmetals trust refers to Minmetals International Trust Co., Ltd
Micro dream mutual entertainment refers to the micro dream mutual entertainment investment partnership (limited partnership) in Ningbo Meishan free trade port area
The change of equity / the acquisition of 99.99% of the share of ran Shengrui's limited partnership held by Minmetals trust by Beijing zongxinrui / the share of this limited partnership refers to the share. At the same time, Wu Rui obtained the voting right of 24.04% of the shares corresponding to the 125440000 ordinary shares of the listed company held by ran Shengrui through voting power entrustment.
Share transfer agreement refers to the share transfer agreement of limited partnership signed by Beijing zongxinrui and Minmetals trust on February 22, 2021
Voting power entrustment agreement refers to the voting power entrustment agreement signed by Wu Rui and ran Shengrui on February 22, 2021
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Financial consultant refers to Beijing boxing Securities Investment Consulting Co., Ltd
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. 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
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: unless otherwise specified in this verification opinion, all values retain 2 decimal places. If the total is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
introduction
On February 22, 2021, Wu Rui and ran Shengrui signed the voting rights entrustment agreement. Wu Rui obtained the voting rights of 24.04% of the shares corresponding to 125440000 ordinary shares of the listed company by accepting the voting rights entrustment, and became the actual controller of Zhongying Internet. Meanwhile, Beijing zongxinrui, which is actually controlled by Wu Rui, the information disclosure obligor, signed the limited partnership share transfer agreement with Minmetals trust, and ran Sheng (Ningbo) Equity Investment Fund Management Co., Ltd., the general partner of ran Shengrui, agreed to transfer all its limited partnership shares. After the share transfer of the limited partnership is completed and the partner agreement is signed, Beijing zongxinrui is the limited partner of ran Shengrui. According to the relevant provisions of Article 83 of the measures for the administration of acquisition, Wu Rui, the information disclosure obligor, and ran Shengrui formed a concerted action relationship in this equity change.
According to the voting right entrustment agreement signed by the information disclosure obligor and ran Shengrui, ran Shengrui entrusts the shareholders' voting rights, nomination, proposal rights and other rights corresponding to the authorized shares, except the right of return, the right of share transfer and other property rights, to the information disclosure obligor exclusively and fully. Therefore, after this equity change, the information disclosure obligor among the members acting in concert is the leading Party. After this equity change, the actual controller of Zhongying Internet was changed to Wu Rui.
According to the requirements of regulations such as the measures for the administration of acquisition, Standard No. 15 and Standard No. 16, Wu Rui constitutes the information disclosure obligor of this equity change and is required to perform the information disclosure obligations such as the detailed equity change report.
In accordance with the provisions of the company law, the securities law, the measures for the administration of acquisition and other relevant laws and normative documents, Beijing boxing Securities Investment Consulting Co., Ltd. accepted Wu Rui's entrustment to act as Wu Rui's financial adviser and issued verification opinions on the relevant contents of the Whole Easy Internet Technology Co.Ltd(002464) equity change report disclosed by Wu Rui.
The financial advisor has conducted due diligence on the facts on which the verification opinion is based, and is responsible for the authenticity, accuracy and completeness of the verification opinion.
Verification opinions of financial advisor
1、 As for the verification of the contents of the detailed equity change report of the information disclosure obligor, the financial consultant followed the principles of good faith and diligence, reviewed and verified the detailed equity change report, and put forward necessary suggestions on the disclosure contents and methods of the equity change report from the perspective of the financial consultant.
The detailed equity change report disclosed by the information disclosure obligor mainly includes: introduction of the information disclosure obligor, decision and purpose of this equity change, method of this equity change, source of funds, follow-up plan, impact analysis on the listed company, major transactions with the listed company, trading of shares of the listed company in the first six months, other major matters Statement and documents for future reference.
After verification, the financial consultant believes that the detailed equity change report prepared by the information disclosure obligor meets the requirements of the acquisition management measures, Standard No. 15, Standard No. 16 and other laws and regulations, the contents disclosed are true, accurate and complete, and there is no intentional omission or fabrication of transactions, important matters or other important information. 2、 Verification of the subject qualification, strength and integrity of the information disclosure obligor (I) verification of the subject qualification of the information disclosure obligor
After verification, the basic information of the information disclosure obligor is as follows:
Name: Wu Rui
Former name none
ID number 632***********0020
Mailing address: Shenzhen, Guangdong Province***
Gender female
Nationality China
Have you obtained the right of abode in other countries or regions
Information disclosure obligor's employment in the last five years:
Sequence position in enterprise position in main business registered property right no. Name period Department
The general business items are: cultural project incubation;
Cultural industry incubation base management; culture industry
investment; Corporate image planning; Cultural activity policy
Draw; Exhibition; Industrial Investment Fund
Industry investment fund management (not in public)
Funds raised shall not be engaged in public fund raising
Management business); Venture capital fund
Investment fund management (not to be raised publicly)
Collecting funds and not engaging in fund management through public offering
Business management); Venture capital business; Managed
Manage the entrepreneurship of institutions or individuals such as venture capital enterprises
Shenzhen bright 2015 investment business; Venture capital consulting business;
The supervisor of culture and finance provided entrepreneurship management services for start-up enterprises in December, and Shenzhen did not hold shares for 1 month; Participate in the establishment of venture capital enterprises and Entrepreneurship
Investment management consultant of the company; Entrusted asset management and investment
Asset management, capital management, asset management, finance
Wealth management (not engaged in trust and financial assets)
Administration
