Securities code: Rianlon Corporation(300596) securities abbreviation: Rianlon Corporation(300596) listing place: Shenzhen Stock Exchange Rianlon Corporation(300596)
Report on issuing shares and paying cash to purchase assets and raise supporting funds (Registration draft) (Revised Draft)
Name of counterparty
Han Qian, Yu bacon, Han Guangjian, Yu Hubei, Cao Jianying, Zhao Jingtao, Zhao Jingdan, Jia Guixin, Zhao Tiejun, song Yunqian, Li Hongtao, Li Tiening, Liu Ming, Zhao Yi, Ruan Shouguo, Wu Yawen, yuan you, Gan Miao, Liu Ying, Gao Lanchun, Yu Guang and Wang issued shares and paid cash to purchase capital
Xue, Zhang Shiqing, Cao E, Cao Yu, Yu Mingyang, Zhao Hong and Zhou Chan
Li Hong, Yan Lifang, Liu Shanshan, Gao Tong, Hao Rui, Chen Guixiang, Han Jingran, Xu Chunguang, Xu Dan, Zhang Yong, Zhang Hongguang, Guan Xinjun, Zhao Xiaogang, Yan Jianan, ye Xuemei, Zhu Hanchang, Wang Liguo and Meng Qingping were 45 in total
There are no more than 35 specific counterparties raising matching funds
Independent financial advisor
(28th floor, No. 1198, Century Avenue, China (Shanghai) pilot Free Trade Zone)
February, 2002
Company statement
The listed company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the contents of this report and its summary, and shall be jointly and severally liable for the false records, misleading statements or major omissions of this report and its summary.
If the information provided or disclosed by the promisor is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or the CSRC, the promisor will not transfer the shares with interests in the listed company until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors of the listed company shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the promisor; If the application for locking is not submitted within two trading days, the board of directors of the listed company is authorized to directly submit the basic information and account information of the promisor to the stock exchange and the registration and settlement company after verification, and apply for locking; If the board of directors of a listed company fails to submit the above basic information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the promisor promises to voluntarily use the locked shares for compensation arrangements for relevant investors.
The matters stated in this report do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this asset restructuring. The entry into force and completion of the matters related to the reorganization described in this report need to be reviewed and approved by Shenzhen Stock Exchange and registered and issued by China Securities Regulatory Commission.
After the completion of this reorganization, the listed company shall be responsible for the changes in the operation and income of the listed company; The investors shall be responsible for the investment risks arising from this restructuring.
When evaluating the company's reorganization, investors should seriously consider the risk factors disclosed in this report in addition to the contents of this report and the relevant documents disclosed at the same time with this report. If investors have any questions about this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
All counterparties of this asset restructuring have issued a letter of commitment, which will provide the listed company with the relevant information of this restructuring in time, and ensure that the information provided is true, accurate and complete. If the information provided has false records, misleading statements or major omissions, and causes losses to the listed company or investors, they will be liable for compensation according to law.
The counterparty of this reorganization has issued the following commitments and statements on the authenticity, accuracy and completeness of the information and materials provided in the process of this transaction:
1. The promisor guarantees the authenticity, accuracy and completeness of the information provided for this exchange, and guarantees that there are no false records, misleading statements or major omissions, and assumes legal responsibility for the authenticity, accuracy and completeness of the information provided;
2. The promisor has provided all the information required by the intermediaries involved in this transaction. These information are true, accurate and complete original written materials or copies. The copies or copies of these materials are consistent with their original materials or originals. The signatures and seals of all documents are true without any false records Misleading statements or material omissions;
3. The promisor guarantees that the statement, commitment and confirmation issued for this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions; Ensure that the statutory disclosure and reporting obligations have been fulfilled, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed;
4. The promisor guarantees that the documents issued by the promisor and the relevant contents of the referenced documents cited by the intermediaries of this transaction in the application documents of this transaction have been reviewed by the promisor, and confirms that there will be no false records, misleading statements or major omissions in the application documents of this transaction due to the above contents;
5. The promisor guarantees that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or the CSRC, it will not transfer the shares with interests in the listed company until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit his identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit its own identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares; If the investigation concludes that there are violations of laws and regulations, I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
6. The promisor is aware of the possible legal consequences of the above commitment, and will bear individual and joint legal liabilities for the violation of the above commitment.
Statement of relevant securities service institutions and personnel
The securities service institutions and personnel of this transaction promise that there are no false records, misleading statements or major omissions in the documents related to this transaction, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
catalogue
The company declares that 1. The counterparty declares that 2. Statement of relevant securities service institutions and personnel 4 catalog 5 interpretation eleven
1、 General interpretation eleven
2、 Professional interpretation 15 tips on major issues seventeen
1、 Special risk tips seventeen
2、 Overview of this transaction plan twenty
3、 Performance commitments and compensation arrangements twenty-four
4、 The issuance of shares involved in this transaction twenty-nine
5、 This transaction does not constitute a connected transaction thirty-three
6、 This transaction does not constitute a major asset restructuring thirty-three
7、 This transaction does not constitute reorganization and listing thirty-three
8、 Evaluation or valuation of the underlying assets of this transaction thirty-four
9、 The impact of this transaction on listed companies thirty-four
10、 The decision-making and approval procedures that have been performed and still need to be performed in this transaction thirty-nine
11、 Important commitments made by the parties involved in this transaction 12. The controlling shareholders and actual controllers of the listed company's principled opinions on the reorganization. The controlling shareholders and their persons acting in concert, directors, supervisors and senior managers shall be effective from the date of resumption of the reorganization
Share reduction plan during the completion period forty-nine
13、 Relevant arrangements to protect the legitimate rights and interests of investors fifty
14、 Sponsor qualification of independent financial adviser 52 major risk tips fifty-three
1、 Risks associated with this transaction fifty-three
2、 Risks related to the subject matter of the transaction fifty-six
3、 Other risks sixty-two
Section I overview of this transaction sixty-three
1、 The background of this transaction sixty-three
2、 The purpose of this transaction sixty-five
3、 Decision making process and approval of this transaction sixty-six
4、 The specific scheme of this transaction sixty-nine
5、 This transaction does not constitute a connected transaction ninety-three
6、 This transaction does not constitute a major asset restructuring ninety-four
7、 This transaction will not lead to the change of control of the listed company, nor will it constitute reorganization and listing ninety-four
8、 The impact of this transaction on listed companies Section 2 information of listed companies one hundred
1、 Basic information of listed companies one hundred
2、 The establishment and former name of the company III. Changes in control of the company in the last 60 months and major asset restructuring in the last three years
...... one hundred and five
4、 Main financial data of the company in the last two years one hundred and eight
5、 Main business of the company one hundred and ten
6、 Overview of controlling shareholders and actual controllers 7. The listed company and its current directors and senior managers are placed on file for investigation by the judicial organ for suspected crimes
Description of investigation or suspected violation of laws and regulations investigated by the CSRC 8. The listed company and its current directors and senior managers have been subject to administrative punishment or criminal punishment in the past three years
Description of punishment 9. Whether the listed company and its controlling shareholders and actual controllers have been subject to securities trading in the past 12 months
Publicly condemned, whether there are other major dishonest acts Section 3 counterparty information one hundred and fourteen
1、 General information of the counterparty one hundred and fourteen
2、 Counterparty details one hundred and fifteen
3、 Basic information of subscription objects of raised supporting funds Section IV basic information of the subject company one hundred and forty-seven
1、 Basic information of the target company one hundred and forty-seven
2、 History one hundred and forty-seven
3、 Capital increase and decrease, equity transfer, restructuring and asset evaluation of the target company in the last three years one hundred and seventy-one
4、 The subject company does not have capital contribution defects or affect its legal existence one hundred and seventy-two
5、 The property right control relationship of the controlling shareholder and actual controller of the subject company one hundred and seventy-two
6、 Ownership status of main assets and external guarantee status of the subject company one hundred and seventy-four
7、 Main business development of the target company in recent three years one hundred and seventy-six
8、 Main financial data of the subject company one hundred and seventy-six
9、 Information of subsidiaries of the subject company one hundred and seventy-eight
10、 Main business development of the subject company one hundred and eighty-eight
11、 Main assets of the subject company two hundred and fifty-six
12、 Main liabilities and contingent liabilities of the target company 266 XIII. Major disputes involving litigation, judicial enforcement and other major disputes or situations that hinder the transfer of ownership
...... two hundred and sixty-seven
14、 Compliance with the law during the reporting period two hundred and sixty-seven
15、 Accounting policies and related accounting treatment of the subject company 267 Section V evaluation of the subject matter of the transaction two hundred and seventy-two
1、 Basic information of the subject asset appraisal two hundred and seventy-two
2、 The assumptions of this appraisal are two hundred and seventy-six
3、 Description of asset based valuation method two hundred and seventy-eight
4、 Description of income method evaluation two hundred and eighty-four
5、 Supplementary assessment 328 VI. quoting the contents of the reports of other appraisal institutions or valuation institutions and the third-party disciplines related to special types of assets
Description of identification and other data 328 VII. Description of special treatment for appraisal or valuation and matters that have a significant impact on the conclusion of appraisal or valuation
And analyze its impact on the appraisal or valuation conclusion 328 VIII. Important changes from the benchmark date of appraisal or valuation to the signing date of the transaction report and their comments
