Securities code: Rianlon Corporation(300596) securities abbreviation: Rianlon Corporation(300596) Announcement No.: 202220
Report on issuing shares and paying cash to purchase assets and raise supporting funds
The main differences between the report (revised version 11) and the report (revised version 10) show that the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Rianlon Corporation(300596) (hereinafter referred to as ” Rianlon Corporation(300596) ,” listed company “,” the company “or” the company “) disclosed the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds (Draft) (hereinafter referred to as” restructuring report “) on March 30, 2021, On April 9, 2021, we received the inquiry letter on the restructuring of Rianlon Corporation(300596) issued by Shenzhen Stock Exchange (GEM licensed restructuring inquiry letter [2021] No. 5) (hereinafter referred to as “restructuring inquiry letter”). The company replied to the reorganization inquiry letter on April 27, 2021, and according to the relevant requirements of the reorganization inquiry letter, the listed company supplemented and revised the reorganization report, and disclosed the draft reorganization report (Revised Draft) on April 28, 2021. In order to implement the requirements of Shenzhen Stock Exchange, the listed company disclosed the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds (Draft) (Revised) (hereinafter referred to as “restructuring report (Draft) (revised version of the Second Edition)”
Since the company implemented the equity distribution in 2020 on May 21, 2021, the listed company revised and supplemented the issue price and number of shares in the restructuring report, and disclosed the restructuring report (Draft) (Revised) (hereinafter referred to as “restructuring report (Draft) (revised version of the Third Edition)” on May 28, 2021.
On June 25, 2021, the company received the examination and inquiry letter on Rianlon Corporation(300596) applying for issuing shares and paying cash to purchase assets and raise supporting funds (examination and inquiry letter [2021] No. 030015) (hereinafter referred to as “examination and inquiry letter”) issued by the listing examination center of Shenzhen stock exchange. The company has replied to the audit inquiry letter on July 5, 2021, and according to the audit inquiry letter
The listed company supplemented and revised the restructuring report and disclosed the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Draft) (Revised) (hereinafter referred to as “restructuring report (Draft) (revised version of the Fourth Edition)”. The company supplemented and revised the reorganization report according to the review and modification opinions, and disclosed the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Draft) (Revised) (hereinafter referred to as “reorganization report (Draft) (revised version of the Fifth Edition)”) on July 13, 2021.
Based on the supplementary period of financial data, the company disclosed the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Draft) (Revised) (hereinafter referred to as “restructuring report (Draft) (revised version of the Sixth Edition)”) on August 23, 2021.
According to the requirements of audit communication, the company disclosed the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Draft) (Revised) (hereinafter referred to as “restructuring report (Draft) (revised version of the Seventh Edition)”.
According to the requirements of audit communication, the company disclosed the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds (Draft) (Revised) (hereinafter referred to as “restructuring report (Draft) (revised version of the Eighth Edition)”.
On September 9, 2021, the company received the implementation letter of the opinions of the audit center on Rianlon Corporation(300596) applying for issuing shares to purchase assets and raising supporting funds (audit letter [2021] No. 030017) (hereinafter referred to as the “implementation letter of the opinions of the audit center”). According to the implementation letter of the opinions of the audit center and the requirements of audit communication, the company supplemented and revised the reorganization report, On September 10, 2021, the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Draft) (the draft of the meeting) (hereinafter referred to as the “restructuring report (revised version of the Ninth Edition)”) was disclosed.
On September 22, 2021, the company received the letter on the implementation of the review opinions of the gem merger and reorganization committee (audit letter [2021] No. 030019). According to the letter on the implementation of the review opinions of the merger and reorganization committee and the list of issues at the meeting, the company supplemented and revised the reorganization report, On September 24, 2021, the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Registration draft) (hereinafter referred to as the “restructuring report (revised draft of the Tenth Edition)”) was disclosed.
Based on the supplementary period of the evaluation report, audit report and reference review report, the company disclosed the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Registration draft) (Revised Draft) (hereinafter referred to as “restructuring report (revised draft of the Eleventh Edition)”) on February 28, 2022. The main differences between the reorganization report (revised version 11) and the reorganization report (revised version 10) are described as follows:
1. “Supplementary evaluation base date”, “evaluation report”, “supplementary evaluation report” and so on are added to “interpretation”; 2. The financial data involved in “tips on major events, I. tips on special risks” shall be updated on an extended basis, and the individual expression of “(VI) the risk that the construction project with an annual output of 50000 tons of lubricating oil additives has not completed the energy-saving review and approval procedures” shall be updated. The corresponding places involved in the full text are updated synchronously;
3. Relevant information of “supplementary agreement to performance commitment and compensation agreement (III)” “in” tips on major matters, III. (I) contract subject and signing time “. The corresponding places involved in the full text are updated synchronously;
4. According to the latest acquisition of minority shareholders’ equity by the listed company, update the content of “tips on major matters, VI. this transaction does not constitute a major asset reorganization”. The corresponding places involved in the full text are updated synchronously;
5. According to the audit report of the listed company, the audit report of the target company and the reference review report issued by Tianzhi accountant, the audit report number and reference review report number involved in the full text, and the financial data and reference financial data;
6. The latest review procedures are supplemented in “tips on major matters, X. (I) decision-making and approval procedures that have been performed in this transaction”.
The corresponding places involved in the full text are updated synchronously;
7. The financial data involved in the “major risk tips” shall be updated on an extended basis, and the individual expression of “(III) the risk that the construction project with an annual output of 50000 tons of lubricating oil additives has not completed the energy-saving review and approval procedures” shall be updated. The corresponding places involved in the full text are updated synchronously;
8. According to the shareholding of the top ten shareholders of the listed company on December 31, 2021, “section I, VIII, (IV) impact of this transaction on the equity structure of the listed company” is updated. The corresponding places involved in the full text are updated synchronously;
9. According to the 2021 financial data of Rianlon Corporation(300596) Keya and the special audit report on the realization of Rianlon Corporation(300596) performance commitments issued by Tianzhi International Certified Public Accountants (special general partnership) (Tian Ye Zi [2022] No. 5566), Update the performance commitment of Rianlon Corporation(300596) Keya in 2021 of “section II, III, (II), IV, integration and performance realization after restructuring in recent three years”. The corresponding places involved in the full text are updated synchronously;
10. Update “section III, II, (VII), 2, employment in the last three years” according to the employment of counterparty Zhao Jingdan in the latest three years;
11. Update “section IV, II, (VI) equity structure of the target company” according to the latest acquisition of minority shareholders’ equity by the listed company. The corresponding places involved in the full text are updated synchronously;
12. According to the latest guarantee situation of the target company, three new guarantees are added to the target company in “section IV, VI, ownership status of main assets and external guarantee status of the target company”. The corresponding places involved in the full text are updated synchronously;
13. According to the latest data of the target company’s overtime work safety expenditure and environmental pollutant emission, update the work safety related expenses and three wastes emission in “section IV, x, (VII) work safety and pollution control”.
14. Update “section IV, x, (IX) consumption of main energy resources” according to the latest energy consumption data of the target company. The corresponding places involved in the full text are updated synchronously;
15. According to the number of R & D personnel in the target company, update “section IV, x, (XII) characteristic analysis and changes of core technicians”. The corresponding places involved in the full text are updated synchronously;
16. According to the renewal of the extended house lease contract of the subject company, the “section IV, Xi, (II), 3, leased houses and buildings” shall be updated.
17. Update “section IV, XV, (V) changes in important accounting policies and accounting estimates”. 18. According to the supplementary period of the evaluation report and the performance of the target company in 2021, the expression of the supplementary evaluation period of “section V evaluation of transaction targets” shall be updated in the corresponding places of the full text;
19. According to the financial data of the listed company and the target company in 2021, make a supplementary explanation on “section VI, II, (VII), 5, the necessity of this supporting fund-raising and the calculation basis of the amount of fund-raising”;
20. Update the “section IX, II. Discussion and Analysis on the industry characteristics and operation of the target company” according to the industry data of the additional period;
21. According to the financial data of the target company and the listed company in 2021, update the financial data of the listed company, the operating income, gross profit margin and other financial data of the target company in “section II listed company”, “section IV basic information of the target company” and “section IX management discussion and analysis”;
22. Update “section Xi horizontal competition and related party transactions” according to the related parties and related party transactions of the target company;
In addition, there are no other significant differences.
It is hereby announced.
Rianlon Corporation(300596) board of directors
February 28, 2022
