Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Rianlon Corporation(300596)
Issue shares and pay cash to purchase assets and raise supporting funds
Special verification opinions on post meeting matters (Revised Version)
Shenzhen Stock Exchange:
Rianlon Corporation(300596) (hereinafter referred to as "the company" and " Rianlon Corporation(300596) ") issued shares, paid cash to purchase assets and raised matching funds (hereinafter referred to as "the reorganization") was reviewed and approved by the gem merger and reorganization committee at the first review meeting in 2021 on September 22, 2021. As Jinzhou Kangtai Lubricating Oil Additive Co., Ltd. (hereinafter referred to as "Kangtai Co., Ltd." and "target company") which is the subject company of this reorganization, the construction project with an annual output of 50000 tons of lubricating oil additives has not been approved by the energy conservation review, relevant matters need to be further implemented. The relevant post meeting matters are explained as follows:
1、 Energy saving review of projects under construction of the subject company
As of the date when this transaction was reviewed and approved by the first review meeting of gem M & a committee in 2021, Jinzhou Kangtai Lubricating Oil Additive Co., Ltd. (hereinafter referred to as "Kangtai Co., Ltd." and "target company"), the target company of this reorganization, has not obtained the energy-saving review and approval for the construction project with an annual output of 50000 tons of lubricating oil additives (hereinafter referred to as "phase II construction project"), and the annual comprehensive energy consumption of the project is predicted to be 8000 tons of standard coal. According to the measures for energy conservation review of fixed asset investment projects issued by the national development and Reform Commission and implemented on January 1, 2017, fixed asset investment projects with an annual comprehensive energy consumption of more than 5000 tons of standard coal shall be subject to energy conservation review by the provincial energy conservation review authority. Therefore, the energy-saving review of the subject company's 50000 ton / year lubricating oil additive construction project needs to be conducted by the energy-saving review authority of Liaoning Province. In view of the actual implementation of the energy-saving review in Liaoning Province at that time, there is uncertainty about the time when the target company's original construction project with an annual output of 50000 tons of lubricating oil additives completed the energy-saving review and approval formalities through the provincial energy-saving review authority. According to the opinions of the general office of Liaoning Provincial People's Government on strengthening the access management of high energy consumption and high emission projects in the province, the municipal energy-saving examination authority is responsible for the energy-saving examination and management of fixed asset investment projects with an annual comprehensive energy consumption of 10005000 tons of standard coal. In order to speed up the phase II construction project to obtain the approval of energy conservation review, the target company plans to reduce the annual comprehensive energy consumption of the project by adjusting the investment plan. On the one hand, by reducing the production capacity, the production capacity of the phase II construction project will be reduced from 50000 tons of lubricating oil additives to 38000 tons of lubricating oil additives; On the other hand, by adjusting the process design, the plant heating and high energy consumption waste residue incinerator and other facilities were cancelled. After the capacity adjustment, the annual comprehensive energy consumption of phase II construction project is 341458 tons of standard coal, and the energy conservation review shall be conducted by the municipal energy conservation review authority where the target company is located.
On November 26, 2021, the subject company obtained the review opinions on the energy saving report of 38000 T / a lubricating oil additive construction project of Jinzhou Kangtai Lubricating Oil Additive Co., Ltd. issued by Jinzhou Development and Reform Commission (jfgf [2021] No. 291).
In view of the current energy-saving review of fixed asset investment projects in Liaoning Province, and in combination with the construction progress, capacity planning and production and operation of the target company's phase II construction project, the target company decided to cancel the capacity reduction plan and continue to build the construction project with an annual output of 50000 tons of lubricating oil additives. The target company has submitted the energy-saving review materials for the construction project with an annual output of 50000 tons of lubricating oil additives to the competent department, and is going through the energy-saving review and approval procedures.
2、 Description of other post meeting matters
According to the notice on strengthening the supervision of post meeting matters of companies that intend to issue securities through the issuance and Examination Commission (Zheng Jian FA FA Zi [2002] No. 15) issued by the CSRC The provisions of the memorandum of standards for the examination and approval of stock issuance No. 5 (newly revised) - operating procedures for the supervision and sealing of post meeting matters of companies that have passed the examination and approval Commission and the notice on relevant requirements for post meeting matters of refinancing companies (issued supervision letter [2008] No. 257), The major events of the company from passing the review of gem M & a committee to the date of issuance of this special verification opinion are described as follows one by one:
1. The financial statements of the company for 2020 and 2021 have been audited by an accounting firm and issued a standard unqualified audit report.
2. The special verification opinions issued by the independent financial consultant and the legal opinions issued by the lawyer of the issuer do not affect the issuance of the company.
3. The company has no major violations of laws and regulations.
4. The company's financial condition is normal, and there is no abnormal change in statement items:
The company announced the annual report for 2021 on February 28, 2022. The company achieved a revenue of 34446361 million yuan, an increase of 38.74% over the same period of the previous year, and a net profit attributable to shareholders of listed companies of 4175947 million yuan, an increase of 42.53% over the same period of the previous year. The company's performance growth in 2021 was mainly due to the substantial increase in product sales, thanks to the release of the company's new production capacity and the effective expansion of downstream markets.
5. The company has no major asset replacement, equity, debt restructuring and other changes in the company's structure. 6. The company's main business has not changed.
7. The company's management and core technical personnel are stable, and there are no personnel changes that have a significant impact on the company's operation and management.
8. The company has no related party transactions that fail to fulfill the legal procedures, and no major related party transactions that should be disclosed in the application materials but have not been disclosed.
9. From the date of review by the reorganization committee of M & A to the date of issuance of this special verification opinion, the independent financial consultant (lead underwriter), accountant and lawyer employed by the company for this transaction have not been punished or replaced by relevant departments.
10. In this transaction, the performance commitment Party promised that the target company Jinzhou Kangtai lubricating oil additives Co., Ltd. (hereinafter referred to as "the target company" or "Kangtai shares") would make an average net profit of 56.5 million yuan in 2021, 2022 and 2023, and the cumulative net profit was 169.5 million yuan. According to the audit report No. [2022] 5789 issued by Tianzhi International Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in 2021 after deducting non recurring profits and losses was 431778 million yuan, which was higher than the estimated net profit of 418397 million yuan in the current evaluation.
11. The company and its chairman, general manager and major shareholders have not had major litigation, arbitration and equity disputes, and there are no potential disputes affecting the issuance of new shares.
12. The company has no major shareholders occupying the company's funds or infringing on the interests of minority shareholders.
13. There are no major changes in laws, policies and markets that affect the sustainable development of the company.
14. The independence of the company's business, assets, personnel, institutions and finance has not changed.
15. There are no restrictive obstacles to the company's main property and equity.
16. The company does not violate the information disclosure requirements.
17. The company has no other major events that affect the issuance and listing and the judgment of investors.
3、 Verification conclusion
The target company has cancelled the capacity reduction plan and continued to build the construction project of lubricating oil additives with an annual output of 50000 tons. As of the issuance date of this special verification opinion, the subject company has submitted the energy-saving review materials of the construction project with an annual output of 50000 tons of lubricating oil additives to the competent department, and is going through the energy-saving review and approval procedures to further implement the matters after the meeting.
In addition to the above matters, the notice on strengthening the supervision of post meeting matters of companies that intend to issue securities through the issuance and Examination Commission (Zheng Jian FA FA Zi [2002] No. 15) has not occurred since the date of approval by the reorganization committee of mergers and acquisitions to the date of issuance of this special verification opinion Memorandum of stock issuance Review Standards No. 5 (newly revised) - operating procedures for the supervision and sealing of post meeting matters of companies that have passed the securities to be issued by the issuance and Review Commission, and notice on relevant requirements for post meeting matters of refinancing companies (issuance supervision letter [2008] No. 257) The matters to be disclosed that affect the company's current issuance and listing and have a significant impact on investors' investment decisions, and there are no other matters that will affect the company's current issuance of shares to purchase assets and raise supporting funds.
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(there is no text on this page, which is the signature page of the special verification opinions of Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. on the matters after the meeting of Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raising supporting funds (Revised Draft)). The Project Co organizer:
Cheng ye, Chen Jiahong
Financial advisor sponsor:
Li Wenfang Chen Long
Kernel principal:
Yang HeXiong
Head of financial advisory business department:
He Junguang
Legal representative (or authorized representative):
Cheng Jun Wang
Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. mm / DD / yyyy
