China Merchants Securities Co.Ltd(600999)
about
Inner Mongoliayuan Xing Energy Company Limited(000683)
Major asset purchase, capital increase and related party transactions
of
Independent financial advisor Report
Independent financial advisor
(address: No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen)
February, 2002
Statement and commitment
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " or "the independent financial consultant") accepts the entrustment of Inner Mongoliayuan Xing Energy Company Limited(000683) (hereinafter referred to as " Inner Mongoliayuan Xing Energy Company Limited(000683) " or "the listed company") to act as the independent financial consultant for Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase, capital increase and related party transactions, and prepares this report.
This report is in accordance with the relevant provisions of the company law, the securities law, the reorganization management measures, several provisions on reorganization, the format standard No. 26, the financial advisory business management measures and other laws and regulations, in accordance with the recognized business standards, moral norms, the spirit of honesty, credit and diligence in the securities industry, and in accordance with the principles of objectivity and impartiality, On the basis of careful review of relevant materials and full understanding of the transaction, the independent financial consultant's opinion is issued in order to make an independent, objective and fair evaluation on the transaction for the reference of Inner Mongoliayuan Xing Energy Company Limited(000683) all shareholders and relevant parties. 1、 Statement of independent financial adviser
(I) the independent financial adviser has no interest relationship with all parties to this transaction, and the relevant opinions expressed on this transaction are completely independent.
(II) the documents and materials on which the 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.
(III) the scope of responsibilities of the independent financial adviser does not include the commercial feasibility comments on the transaction that should be the responsibility of Inner Mongoliayuan Xing Energy Company Limited(000683) board of directors. The independent financial adviser did not participate in the negotiation and negotiation of the terms of the transaction. The independent financial adviser's report aims to express independent opinions on whether the transaction is fair and reasonable to all shareholders of Inner Mongoliayuan Xing Energy Company Limited(000683) and follows the professional standards of honesty, credit and diligence.
(IV) as of the date of issuance of the independent financial adviser's report, the independent financial adviser has carefully verified Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase, capital increase and related party transactions. This report only provides independent verification opinions on the verified matters to Inner Mongoliayuan Xing Energy Company Limited(000683) all shareholders.
(V) for the facts that are important to this report and cannot be supported by independent evidence or need professional knowledge such as law, audit and evaluation to identify, the independent financial consultant mainly makes judgments based on the opinions, instructions and other documents issued by relevant government departments, law firms, accounting firms, asset evaluation institutions, asset evaluation institutions and other relevant units.
(VI) relevant government departments and the CSRC shall not be responsible for the contents of this report, and will not guarantee the authenticity, accuracy and completeness of its contents. Any statement to the contrary is a false statement. At the same time, the independent financial adviser reminds investors that this report does not constitute any investment suggestions or opinions on Inner Mongoliayuan Xing Energy Company Limited(000683) and the independent financial adviser will not bear any responsibility for the possible risks of any investment decisions made by investors according to this report.
(VII) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report.
(VIII) the independent financial adviser also specially reminds Inner Mongoliayuan Xing Energy Company Limited(000683) all shareholders and other investors to carefully read the announcement on this transaction issued by Inner Mongoliayuan Xing Energy Company Limited(000683) board of directors, relevant audit report, review report of pro forma financial statements and other relevant materials. 2、 Commitment of independent financial advisor
On the basis of full due diligence and approval, the independent financial adviser issued the report of China Merchants Securities Co.Ltd(600999) independent financial adviser on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase and capital increase and related party transactions, and made the following commitments:
(I) the independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty.
(II) the independent financial adviser has fully checked the documents disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements.
(III) the independent financial advisor has sufficient reasons to believe that the independent financial advisor report of China Merchants Securities Co.Ltd(600999) on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase, capital increase and related party transactions entrusted by the listed company to the independent financial advisor complies with laws, regulations and relevant regulations of the CSRC and the stock exchange, and the information disclosed is true, accurate and complete without false records Misleading statements or material omissions.
(IV) the independent financial consultant's report has been submitted to China Merchants Securities Co.Ltd(600999) kernel organization for review, and the kernel organization agrees to issue this professional opinion.
(V) the independent financial adviser has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud from the time of contact with the listed company to the time of acting as the independent financial adviser.
catalogue
Statements and commitments 1 interpretation 7. Tips on major issues 10 major risk tips Section I overview of this transaction 40 I. background and purpose of this transaction 40 II. Decision making process and approval procedure of this transaction 45 III. specific scheme of this transaction 46 IV. impact of this transaction on listed companies Section 2 basic information of listed companies 55 I. Basic information of the company 55 II. Establishment, issuance and listing of the company and previous equity changes 55 III. Changes in control in the last 60 months 65 IV. major asset restructuring in the last three years 65 v. development of main business 65 VI. main financial indicators 66 VII. Controlling shareholders and actual controllers 67 VIII. Compliance operation Section III basic information of counterparties 70 I. Basic information of the counterparty 70 II. Description of other matters of the counterparty Section 4 the subject matter of the transaction 86 I. Basic information of the target company 86 II. Historical evolution of the subject company III. reasons, pricing basis and rationality of capital increase and decrease and equity transfer in the last three years 89 IV. evaluation or valuation related to the transaction, capital increase or restructuring of the subject company in the last three years 89 v. property right or control relationship of the subject company Vi. description that the underlying asset is equity ninety-two
7、 The transfer of creditor's rights and debts involved in the transaction 92 VIII. Information of subordinate enterprises of the target company 92 IX. ownership of main assets X. acquisition of ownership certificates of land use rights, mining rights and other resource rights involved in the transaction object, development or mining conditions and payment of fees 98 Xi. External guarantee and main liabilities, contingent liabilities 108 XII. Equity ownership 108 XIII. Development of main business in recent three years 109 XIV. Project approval, environmental protection, industry access, land use, planning, construction permit and other related matters involved in the transaction subject matter 123 XV. Audited financial indicators in the reporting period XVI. Accounting policies and relevant accounting treatment in the current period Section V evaluation of the subject matter of the transaction 140 I. overview of the evaluation of the subject matter of the transaction II. Specific description of the evaluation of the subject matter of the transaction III. analysis of the board of directors of listed companies on the rationality of evaluation and the fairness of pricing IV. opinions of the independent directors of the listed company on the appraisal matters Section 6 main contents of this transaction contract 182 I. equity transfer agreement 182 II. Capital increase agreement 185 III. performance commitment compensation agreement IV. performance commitment compensation agreement for separate capital increase 192 5. Performance commitment compensation agreement on the transfer of Yingen mining equity by Mido energy Section 7 horizontal competition and related party transactions 197 I. impact of this transaction on horizontal competition 197 II. Impact of this transaction on related party transactions 198 Section VIII verification opinions of independent financial adviser 206 I. basic assumptions 206 II. Compliance analysis of this transaction 206 III. this transaction does not have the situation that it is not allowed to participate in any major asset reorganization of listed companies as stipulated in Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset reorganization of listed companies
...... 210 IV. pricing basis, fairness and rationality analysis of this transaction V. this transaction is priced based on the asset appraisal results, and the appropriateness of the selected appraisal method, the rationality of the appraisal assumptions and the rationality of the value of important appraisal parameters 211 VI. after the completion of this transaction, the profitability and financial status of the listed company, this transaction is conducive to the sustainable development of the listed company, and there is no problem of damaging the legitimate rights and interests of shareholders 212 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 VIII. Analysis of asset delivery arrangements for this transaction 214 IX. impact of this transaction on related party transactions 214 X. profit distribution policies and corresponding arrangements of listed companies after this transaction 215 Xi. This transaction complies with the provisions of Article 35 of the reorganization management measures 218 section IX conclusion of the independent financial adviser 222 section x independent financial advisor's core procedures and core opinions 224 I. China Merchants Securities Co.Ltd(600999) kernel program 224 II. Opinions on China Merchants Securities Co.Ltd(600999) kernel two hundred and twenty-five
interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following meanings: I. interpretation of common words
The report refers to the report on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase and capital increase and related party transactions (Draft)
Report of China Merchants Securities Co.Ltd(600999) on the independent financial consultant of Inner Mongoliayuan Xing Energy Company Limited(000683) shares in Inner Mongolia, which refers to the purchase of major assets, capital increase and related party transactions of the limited company
Inner Mongoliayuan Xing Energy Company Limited(000683) , listed on Shenzhen Stock Exchange Inner Mongoliayuan Xing Energy Company Limited(000683) , listed company, company refers to the company, and the stock is abbreviated as“
Formerly known as "Inner Mongolia Yuanxing natural alkali Co., Ltd." (the stock is referred to as "natural alkali")
Inner Mongolia Boyuan Holding Group Co., Ltd. is the holding stock of Inner Mongoliayuan Xing Energy Company Limited(000683) of Boyuan group. It used to be known as "Inner Mongolia Boyuan Investment Management Co., Ltd." and "Inner Mongolia Boyuan Investment Group Co., Ltd."
Zhongji Hongli refers to Beijing Zhongji Hongli Asset Management Co., Ltd
Yingen mining and target company refer to Inner Mongolia Boyuan Yingen Mining Co., Ltd
Nabaichuan refers to Inner Mongolia Nabaichuan Resources Development Co., Ltd
Nafeng investment refers to Inner Mongolia Eerduosi Resources Co.Ltd(600295) Nafeng Investment Center (limited partnership)
Boyuan engineering refers to Inner Mongolia Boyuan Engineering Co., Ltd
The counterparty refers to nabichuan, Nafeng investment and Boyuan project
Mido energy refers to Inner Mongolia Mido Energy Co., Ltd., formerly known as "Wushen Banner Lianchuang Energy Investment Co., Ltd."
Yingen chemical refers to Inner Mongolia Boyuan Yingen Chemical Co., Ltd
Yingen water refers to Inner Mongolia Boyuan Yingen water Co., Ltd
Yingen ecology refers to Alxa League Boyuan Yingen Ecological Construction Co., Ltd
Zhongyuan Chemical refers to Henan Zhongyuan Chemical Co., Ltd
Talin natural alkali ore
