about
Guangzhou Grandbuy Co.Ltd(002187)
Issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
Implementation of
Verification opinion of independent financial advisor
Independent financial advisor
February, 2002
statement
Ping An Securities Co., Ltd. and Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as "the independent financial consultant") accept the entrustment of Guangzhou Grandbuy Co.Ltd(002187) (hereinafter referred to as "listed company", "company" or " Guangzhou Grandbuy Co.Ltd(002187) ") to act as independent financial consultants for Guangzhou Grandbuy Co.Ltd(002187) issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions, Provide independent opinions to Guangzhou Grandbuy Co.Ltd(002187) all shareholders on this matter. The independent financial consultant's verification opinions are in accordance with the company law, the securities law, the measures for the administration of major asset reorganization of listed companies, the measures for the administration of financial consulting business of merger and reorganization of listed companies, and the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies Issued after due diligence and careful verification of the restructuring report in accordance with the relevant provisions and requirements of laws, regulations and documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies, in accordance with the generally recognized business standards and ethics in the industry and the principles of good faith and diligence, For the reference of China Securities Regulatory Commission, Shenzhen Stock Exchange and relevant parties.
The documents and materials on which the independent financial adviser's verification opinions are based shall be provided by relevant parties. The provider shall be responsible for the authenticity, accuracy, integrity and timeliness of the materials provided, ensure that the materials are free from false records, misleading statements and major omissions, and bear individual and joint legal liabilities for the legitimacy, authenticity and integrity of the materials provided. The independent financial advisor does not assume any risk liability arising therefrom.
The independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial adviser's verification opinions and make any explanation or explanation to this report.
The independent financial adviser reminds investors that this report does not constitute any investment suggestions and opinions on Guangzhou Grandbuy Co.Ltd(002187) . The independent financial adviser will not bear any responsibility for the risks that may be caused by the investment decisions made by investors according to this report. Investors should carefully read the announcement related to this transaction.
interpretation
In this verification opinion, unless the context specifies, the following abbreviations have the following meanings:
Abbreviation interpretation
This transaction and this issuance of shares Guangzhou Grandbuy Co.Ltd(002187) are intended to purchase Guangshang capital and assets by issuing shares and paying cash. This reorganization refers to the 100% equity of friendship group held by Guangshang fund, BOC investment and CCCI
Verification opinions on Guangzhou Grandbuy Co.Ltd(002187) issuance of shares and payment of cash for capital purchase, verification opinions of independent financial adviser on the implementation of asset purchase, raising of supporting funds and related party transactions in this report
Restructuring report and asset restructuring report refer to the report on Guangzhou Grandbuy Co.Ltd(002187) issuing shares and paying cash to purchase assets, raising supporting funds and related party transactions
Guangzhou Grandbuy Co.Ltd(002187) , listed company, this refers to Guangzhou Grandbuy Co.Ltd(002187) company, the company's target company, the target enterprise, Youzhi Guangzhou Friendship Group Co., Ltd., the target assets of Youyi group, the target equity, Youzhi Guangshang capital, Guangshang fund, BOC investment and China construction investment 100% equity of Youyi group
BOC capital, CIC capital and counterparty
Guangzhou SASAC refers to the state owned assets supervision and Administration Commission of Guangzhou Municipal People's government
Guangzhou commercial control refers to Guangzhou Commercial Investment Holding Group Co., Ltd
Guangshang capital refers to Guangzhou Guangshang Capital Management Co., Ltd
Guangshang fund refers to Guangzhou Guangshang Xinshi industry investment fund partnership (limited partnership)
BOC investment refers to BOC Financial Asset Investment Co., Ltd
CIC Chinese refers to CIC Chinese Investment Co., Ltd
Issuing shares and paying cash for purchase refers to the agreement on issuing shares to buy assets and the agreement on paying cash to buy assets signed by Guangzhou Grandbuy Co.Ltd(002187) and the counterparty on August 21, 2020
Profit forecast compensation agreement refers to the profit forecast compensation agreement signed by Guangzhou Grandbuy Co.Ltd(002187) and the compensation obligor on August 21, 2020
Supplement to the profit forecast compensation agreement refers to the supplementary agreement to the profit forecast compensation agreement signed by Guangzhou Grandbuy Co.Ltd(002187) and the compensation obligor on January 15, 2021
The benchmark date refers to March 31, 2020
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation and China Securities Depository and Clearing Corporation refer to Shenzhen Branch of China Securities Depository and Clearing 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 reorganization Measures refer to the measures for the administration of major asset reorganization of listed companies
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange
The articles of association refers to the Guangzhou Grandbuy Co.Ltd(002187) articles of association
Ping An Securities refers to Ping An Securities Co., Ltd
Guotai Junan Securities Co.Ltd(601211) refers to Guotai Junan Securities Co.Ltd(601211)
Appraisal institution and Guorong Xinghua refer to Beijing Guorong Xinghua Assets Appraisal Co., Ltd
Audit institution and Zhongshen Zhonghuan refer to Zhongshen Zhonghuan Certified Public Accountants (special general partnership)
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: if there is a difference in the mantissa between the sum of part of the total and the direct addition of each additional count in this verification opinion, the difference is caused by rounding.
1、 This transaction plan
Guangzhou Grandbuy Co.Ltd(002187) issue shares and pay cash to the counterparty Guangshang capital, Guangshang fund, BOC investment and construction investment in Chinese to buy 100% equity of friendship group, and raise supporting funds of no more than 700 million yuan through non-public issuance of shares to no more than 35 qualified specific investors.
The raising of matching funds is based on the issuance of shares and the payment of cash to purchase assets. However, the success of the raising of matching funds does not affect the implementation of the issuance of shares and the payment of cash to purchase assets. The final issuance quantity of the raised matching funds will be determined by the listed company through consultation with the independent financial adviser (joint lead underwriter) according to the subscription quotation. The details are as follows:
(I) issuing shares and paying cash to purchase assets
1. Basic information of assets purchased by issuing shares this time
The transaction price is determined by reference to the appraisal value of the subject assets listed in the appraisal report issued by the appraisal institution on the benchmark date and after negotiation by all parties. Taking March 31, 2020 as the appraisal base date, the appraisal value of 100% equity of friendship group is 3909.8288 million yuan. Through friendly negotiation between the transaction parties, the transaction consideration of 100% equity of friendship group is 3909.8288 million yuan.
The consideration of this transaction will be paid by issuing shares and paying cash. The company plans to pay 2209.8288 million yuan by issuing shares and 170 million yuan by cash. The number of shares and cash paid by the company to the shareholders of friendship group are shown in the table below:
Amount of cash payment and share based payment transaction of the underlying asset counterparty number of shares (10000 yuan) (10000 yuan) (10000 yuan) (shares)
Guangshang capital 170000.00 99474.78 269474.78 123878934
Friendship group Guangshang Fund - 50628.37 63049032
100% equity BOC investment - 50628.37 63049032
CCDI Chinese - 20251.35 20251.35 25219613
Total 170000.00 220982.88 390982.88 275196611
Note: if the number of shares issued to the counterparty is less than 1 share, the balance shall be included in the capital reserve of the listed company.
The pricing benchmark date for the purchase of assets by issuing shares is Guangzhou Grandbuy Co.Ltd(002187) the announcement date of the resolution of the 23rd Meeting of the sixth board of directors. The price of ordinary shares issued this time is 8.08 yuan / share, which is no less than 90% of the average stock trading price of 120 trading days before the company's pricing benchmark date.
For ex dividend matters, the issue price will be adjusted accordingly in accordance with the relevant rules of Shenzhen Stock Exchange.
On May 14, 2021, the 2020 annual general meeting of shareholders of the listed company deliberated and approved the 2020 annual equity distribution plan. Based on the total share capital of 342422568 shares on December 31, 2020, the company will distribute 0.50 yuan in cash (including tax) to all shareholders for every 10 shares. The profit distribution plan has been implemented on June 17, 2021. The issue price of shares issued and cash paid to purchase assets in this transaction has been adjusted to 8.03 yuan / share accordingly.
2. Periodic arrangement for the issuance of shares
(1) Regular arrangement of shares held by Guangshang capital and Guangshang fund
The shares of the listed company obtained by Guangshang capital and Guangshang fund in this transaction shall not be transferred within 36 months from the date of issuance. After the expiration of the above-mentioned sales restriction period, it will be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Guangshang capital and Guangshang fund promise: if the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days within 6 months after the completion of this transaction, or the closing price is lower than the issue price at the end of 6 months after the completion of this transaction, the lock-in period of the shares of the listed company obtained by Guangshang capital and Guangshang fund in this transaction will be automatically extended for at least 6 months.
After the issuance of shares, if the shares of Guangzhou Grandbuy Co.Ltd(002187) passively increased by Guangshang capital and Guangshang fund due to Guangzhou Grandbuy Co.Ltd(002187) bonus shares, conversion to share capital and other reasons, it shall also abide by the commitment on lock-in period.
If the above-mentioned lock-in period is inconsistent with the latest regulatory opinions of the regulatory authorities, it will be adjusted accordingly according to the latest regulatory opinions of the regulatory authorities. After the expiration of the above-mentioned lock-in period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
(2) Regular arrangement of shares held by BOC investment and China Construction Investment in Chinese
The shares of the listed company obtained by BOC investment and China Construction Investment in this transaction shall not be transferred within 12 months from the date of completion of the issuance.
After the issuance of shares, if the shares of Guangzhou Grandbuy Co.Ltd(002187) passively increased by Bank of China investment and China Construction Investment in Chinese due to Guangzhou Grandbuy Co.Ltd(002187) bonus shares, conversion of share capital and other reasons, it shall also abide by the provisions on lock-in period.
If the above-mentioned lock-in period is inconsistent with the latest regulatory opinions of the regulatory authorities, it will be adjusted accordingly according to the latest regulatory opinions of the regulatory authorities. After the expiration of the above-mentioned lock-in period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
3. Attribution of profit and loss of the subject company during the transition period
From the benchmark date to the delivery date, the profits generated by the subject company shall be owned by the listed company; Target company property
Guangshang capital shall bear the corresponding compensation liability for the losses incurred, and after the issuance of the audit report on the delivery of the underlying assets
Make up to the target company in cash within 10 working days.
(II) raising supporting funds
1. Basic information of supporting funds raised this time
The listed company plans to raise supporting funds through non-public offering of shares to no more than 35 qualified specific investors
The funds are securities investment fund management companies, securities companies and trust investment companies that comply with the provisions of the CSRC
Companies, finance companies, insurance institutional investors, qualified foreign institutional investors, and compliance with the regulations of the CSRC
Other legal persons, natural persons or other qualified investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors subscribe with more than two products under their management
Yes, as
