China Industrial Securities Co.Ltd(601377)
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Foshan Electrical And Lighting Co.Ltd(000541) implementation of major asset purchase and related party transactions
Verification opinions of independent financial advisor
Independent financial advisor
February, 2002
statement
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " or "the independent financial adviser") accepted the entrustment of Foshan Electrical And Lighting Co.Ltd(000541) (hereinafter referred to as " Foshan Electrical And Lighting Co.Ltd(000541) " or "the listed company") to act as the independent financial adviser for Foshan Electrical And Lighting Co.Ltd(000541) This major asset purchase. In accordance with the provisions of 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 major asset restructuring of listed companies, 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, and the measures for the administration of financial advisory business for mergers and acquisitions of listed companies, In accordance with the recognized business standards and ethics of the securities industry, in the attitude of honesty, credit and diligence, after careful investigation, the independent financial advisor issued the verification opinions on the implementation of this transaction, and made the following statements: 1. The documents and materials on which the independent financial advisor's verification opinions are based are provided by the relevant parties to this transaction, All parties to this transaction have guaranteed the authenticity, accuracy and completeness of the relevant information provided by them about this major asset restructuring, and that such information does not contain false records, misleading statements or major omissions, and bear corresponding legal liabilities for the legitimacy, authenticity, accuracy and completeness of the information provided.
2. The independent financial advisor has fulfilled the obligation of due diligence in accordance with the provisions, and only provided verification opinions to all shareholders of Foshan Electrical And Lighting Co.Ltd(000541) on the verified matters. There are sufficient reasons to believe that the verification opinions issued by the independent financial advisor are not materially different from the contents of the documents disclosed by the listed company.
3. The independent financial advisor's verification opinion on the implementation of this major asset purchase issued by the independent financial advisor has been submitted to China Industrial Securities Co.Ltd(601377) internal verification organization for review, and agreed to issue this verification opinion.
4. The independent financial adviser's verification opinions do not constitute any investment suggestions to the listed company. The independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions of the independent financial adviser. The independent financial adviser specially invites investors to carefully read the report on Foshan Electrical And Lighting Co.Ltd(000541) major asset purchase and related party transactions (Draft) (three revisions) issued by Foshan Electrical And Lighting Co.Ltd(000541) and the full text of other announcement documents related to this transaction.
5. 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 for the independent financial adviser's verification opinions.
interpretation
Foshan Electrical And Lighting Co.Ltd(000541) / listed company / public company Foshan Electrical And Lighting Co.Ltd(000541)
Sigma refers to Foshan sigma Venture Capital Co., Ltd
Foshan Nationstar Optoelectronics Co.Ltd(002449) refers to Foshan Nationstar Optoelectronics Co.Ltd(002449) , a company listed on Shenzhen Stock Exchange, with securities code of 002449
The underlying / underlying assets of the transaction refer to Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 tradable shares with unlimited sales conditions and 100% equity of sigma
The target company refers to sigma and Foshan Nationstar Optoelectronics Co.Ltd(002449)
Electronic group refers to Guangdong Electronic Information Industry Group Co., Ltd
Guangsheng group refers to Guangdong Guangsheng Holding Group Co., Ltd. (formerly known as Guangdong Guangsheng Asset Management Co., Ltd.)
Guangsheng financial holding refers to Guangdong Guangsheng Financial Holding Co., Ltd., which was renamed "Guangdong Guangsheng Capital Investment Co., Ltd." in December 2021
Counterparty / counterparty: finger Electronics Group, Guangsheng group, Guangsheng financial holding
This restructuring / this transaction / this Foshan Electrical And Lighting Co.Ltd(000541) plan to purchase Xici asset restructuring held by electronic group / this major asset refers to 100% equity of Gema and the asset restructuring jointly held by Guangsheng group and Guangsheng financial holding / this major asset purchase Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 tradable shares with unlimited sales conditions
buy
The China Industrial Securities Co.Ltd(601377) verification opinion on Foshan Electric Lighting Co., Ltd. refers to the verification opinion of the independent financial consultant on the implementation of the company's major asset purchase and related party transactions
Valuation report of Foshan Electrical And Lighting Co.Ltd(000541) proposed to purchase a total of 52051945 shares of Foshan Nationstar Optoelectronics Co.Ltd(002449) held by Guangdong Guangsheng Holding Group Co., Ltd. and Guangdong Guangsheng Financial Holding Co., Ltd. (Zhonglian international consultative Zi [2021] No. oymqh0809)
Share transfer agreement refers to the share transfer agreement on Foshan Foshan Nationstar Optoelectronics Co.Ltd(002449) Co., Ltd. signed by Foshan Electrical And Lighting Co.Ltd(000541) with Guangsheng group and Guangsheng financial holding respectively
Supplementary agreement to share transfer agreement Foshan Electrical And Lighting Co.Ltd(000541) the agreement on Buddha signed with Guangsheng group and Guangsheng financial holding respectively refers to the supplementary agreement to the share transfer agreement of mountain city Foshan Nationstar Optoelectronics Co.Ltd(002449) Co., Ltd
Equity transfer agreement refers to the equity transfer agreement on Foshan sigma Venture Capital Co., Ltd. signed by Foshan Electrical And Lighting Co.Ltd(000541) and electronic group
The supplement to the equity transfer agreement refers to the supplementary agreement to the equity transfer agreement of Foshan sigma Venture Capital Co., Ltd. signed by Foshan Electrical And Lighting Co.Ltd(000541) and electronic group
A share refers to domestic listed RMB ordinary shares
China Industrial Securities Co.Ltd(601377) / independent financial advisor refers to China Industrial Securities Co.Ltd(601377) / this independent financial advisor
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
Reorganization measures and reorganization management refer to the measures for the administration of major asset reorganization of listed companies
Measures
Zhongdeng company refers to China Securities Depository and Clearing Co., Ltd
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Special note: the data listed in this verification opinion may be slightly different from the sum of relevant single data due to rounding.
Section I overview of this transaction
1、 Overview of the transaction scheme
The transaction plan of this major asset restructuring is Foshan Electrical And Lighting Co.Ltd(000541) to purchase 100% equity of sigma held by electronic group (sigma holds Foshan Nationstar Optoelectronics Co.Ltd(002449) 79753050 shares) and Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 tradable shares with unlimited sales conditions jointly held by Guangsheng group and Guangsheng financial holding. Before the reorganization, Foshan Electrical And Lighting Co.Ltd(000541) held Foshan Nationstar Optoelectronics Co.Ltd(002449) 1014900 shares, accounting for 0.16% of the total share capital of Foshan Nationstar Optoelectronics Co.Ltd(002449) . After the completion of this reorganization, Foshan Electrical And Lighting Co.Ltd(000541) and its wholly-owned subsidiaries will hold Foshan Nationstar Optoelectronics Co.Ltd(002449) 132819895 shares in total, accounting for 21.48% of the total share capital of Foshan Nationstar Optoelectronics Co.Ltd(002449) , and Foshan Electrical And Lighting Co.Ltd(000541) will become the controlling shareholder of Foshan Nationstar Optoelectronics Co.Ltd(002449) .
2、 Basic information of underlying asset valuation and pricing
According to the valuation report issued by Zoomlion international appraisal & Consulting Co., Ltd., Foshan Electrical And Lighting Co.Ltd(000541) the Foshan Nationstar Optoelectronics Co.Ltd(002449) 46260021 shares held by Guangsheng group and Foshan Nationstar Optoelectronics Co.Ltd(002449) 5791924 shares held by Guangsheng financial holding, a total of 52051945 shares, the corresponding value range on the valuation base date is 563722600 yuan ~ 62982850 yuan, The value range corresponding to the share price per share is 10.83 yuan ~ 12.10 yuan. Through Foshan Electrical And Lighting Co.Ltd(000541) negotiation with Guangsheng group and Guangsheng financial holding, the transfer price of 52051945 Foshan Nationstar Optoelectronics Co.Ltd(002449) shares is 11.51 yuan per share, and the total consideration is 59911790 yuan.
The pricing of 100% equity of sigma is mainly determined based on the value of Foshan Nationstar Optoelectronics Co.Ltd(002449) 79753050 shares held by Sigma on the premise that it complies with the state-owned assets trading management laws and regulations such as the measures for the supervision and administration of state owned assets trading of enterprises and the measures for the supervision and administration of state owned equity of listed companies, and is not lower than the assessed net asset value of sigma. According to the above pricing principles and the value range corresponding to the unit price per share of Foshan Nationstar Optoelectronics Co.Ltd(002449) stock determined in the valuation report (the value range corresponding to the share price per share is 10.83 yuan ~ 12.10 yuan), taking into account the assets and liabilities of sigma as of June 30, 2021, the value range of 100% equity of sigma is 863.7482 million yuan ~ 965.0346 million yuan. After Foshan Electrical And Lighting Co.Ltd(000541) negotiation with the electronics group, the total price of sigma 100% equity transfer is 917.9802 million yuan.
Details of transaction consideration are as follows:
S / N counterparty's target transaction consideration final pricing basis
(10000 yuan)
1. 100% equity of sigma Electronics Group 91798.02 is mainly based on the value of Foshan Nationstar Optoelectronics Co.Ltd(002449) 79753050 shares held by sigma (11.51
S / N counterparty's target transaction consideration final pricing basis
(10000 yuan)
(yuan / share)
2 Guangsheng group Foshan Nationstar Optoelectronics Co.Ltd(002449) 46260021 53245.28 after negotiation, the price of Foshan Nationstar Optoelectronics Co.Ltd(002449) shares transferred per share is 11.51 yuan
3. Guangsheng financial holding Foshan Nationstar Optoelectronics Co.Ltd(002449) 5791924 6666.50 after negotiation, the price of Foshan Nationstar Optoelectronics Co.Ltd(002449) shares transferred per share is 11.51 yuan
Total 151709.81
3、 Consideration payment arrangement
(I) consideration payment arrangement for electronic group
According to the equity transfer agreement signed between the company and the electronic group, the consideration payment arrangement of the company to the electronic group is as follows:
(1) Foshan Electrical And Lighting Co.Ltd(000541) shall pay 30% of the total price of this equity transfer to the electronic group within 5 working days from the date of signing the equity transfer agreement with the electronic group, that is, RMB 275.3941 million as the security deposit for this transaction;
(2) Within 5 working days from the date when all the "prerequisites" of the above equity transfer agreement are met (i.e. the date of entry into force of the agreement), the remaining 70% of the equity transfer amount shall be paid to the bank account designated by the electronic group, i.e. RMB 642586200. Foshan Electrical And Lighting Co.Ltd(000541) the paid deposit is automatically converted into the payable equity transfer price. If it is difficult for Foshan Electrical And Lighting Co.Ltd(000541) to complete the payment within the above payment period due to objective reasons, it can be appropriately extended by consensus of both parties, but the payment shall be completed within 30 days from the effective date of the above equity transfer agreement at the latest.
(II) consideration payment arrangement for Guangsheng group
According to the share transfer agreement signed between the company and Guangsheng group, the consideration payment arrangement of the company to Guangsheng group is as follows:
(1) Foshan Electrical And Lighting Co.Ltd(000541) shall pay 30% of the total price of the share transfer to Guangsheng group within 5 working days from the date of signing the share transfer agreement with Guangsheng group, that is, RMB 159735900 to the bank account designated by Guangsheng group as the security deposit for the transaction.
(2) Within 5 working days from the date when all the "prerequisites" of the above share transfer agreement are met (i.e. the date of entry into force of the agreement) Foshan Electrical And Lighting Co.Ltd(000541) shall pay the remaining 70% of the total share transfer price to the bank account designated by Guangsheng group, i.e. Foshan Electrical And Lighting Co.Ltd(000541) shall pay RMB 372717000 to Guangsheng group this time. Foshan Electrical And Lighting Co.Ltd(000541) the paid deposit will automatically convert the paid share transfer price. If for objective reasons Foshan Electrical And Lighting Co.Ltd(000541)
