China Securities Co.Ltd(601066)
about
Bank Of Hangzhou Co.Ltd(600926)
Detailed equity change report
of
Verification opinions of financial advisor
Financial advisor
March, 2002
catalog
Important statement 3 interpretation 5 Introduction 6 Financial Consultant’s verification opinions seven
1、 Verification of the contents of the detailed equity change report of the information disclosure obligor seven
2、 Verification of the basic information of the information disclosure obligor seven
3、 Verification of the purpose and decision-making procedure of this equity change of the information disclosure obligor nineteen
4、 Verification of this equity change method twenty
5、 Verification of the source of funds of the information disclosure obligor twenty-two
6、 Verification of the follow-up plan of the information disclosure obligor twenty-two
7、 Verification of the impact of this equity change on the listed company twenty-three
8、 Verification of major transactions between information disclosure obligors and listed companies twenty-four
9、 Verification of the purchase and sale of shares of listed companies by the information disclosure obligor within the first six months twenty-five
10、 The actions of the verifier and its obligation to disclose financial information twenty-five
11、 Check whether the information disclosure obligor has other major matters twenty-six
12、 Financial advisory opinion twenty-six
Important statement
According to 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 the acquisition of listed companies, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 15 – Report on changes in equity, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 16 – Report on the acquisition of listed companies and relevant laws In accordance with the provisions of laws, regulations and normative documents, China Securities Co.Ltd(601066) in accordance with the recognized business standards, ethics and the spirit of diligence in the securities industry, checked the Bank Of Hangzhou Co.Ltd(600926) detailed equity change report disclosed by the information disclosure obligor and issued verification opinions.
In order to enable relevant parties to properly understand and use this verification opinion, the financial advisor makes the following statement:
1. The content of the disclosure report does not comply with the disclosure obligation of the financial due diligence report, and the consultant is satisfied that there is a material difference between the disclosure obligation and the disclosure obligation of the financial due diligence report. 2. The relevant materials on which the financial advisor is based are provided by the information disclosure obligor and its persons acting in concert. The information disclosure obligors and their persons acting in concert have made a statement to ensure that all documents, materials and oral testimony provided by them are true, accurate and complete without any false records, misleading statements or major omissions, and are responsible for their authenticity, accuracy and completeness.
3. The financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor’s verification opinions and make any explanation or explanation to the financial advisor’s verification opinions.
4. In particular, investors are reminded that the verification opinions of the financial advisor do not constitute any investment suggestions for the parties to the equity change and their affiliated companies. The financial advisor does not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions of the financial advisor.
5. The financial advisor has no interest relationship with all parties involved in this equity change, and the verification opinions issued on this detailed equity change report are completely independent.
6. During his tenure as financial advisor, the financial advisor implemented strict confidentiality measures and internal firewall system.
7. The sponsor of the financial consulting project and the institutions it represents have fulfilled their obligations of diligence and responsibility, checked and verified the contents of the detailed equity change report of the information disclosure obligor, found no false records, misleading statements or major omissions, and assumed corresponding responsibilities for this.
8. The financial advisor specially reminds investors to carefully read the Bank Of Hangzhou Co.Ltd(600926) detailed report on changes in equity and the full text of the announcement and documents for future reference of relevant listed companies.
interpretation
In the financial consultant’s verification opinion, unless otherwise specified, the following words have the following meanings:
Listed company, Bank Of Hangzhou Co.Ltd(600926) refers to Bank Of Hangzhou Co.Ltd(600926) , stock code: Bank Of Hangzhou Co.Ltd(600926)
Information disclosure obligor refers to Hangzhou Finance Bureau
Person acting in concert / caikai group refers to Hangzhou caikai Investment Group Co., Ltd
Acting in concert / Yuhang financial holding refers to Hangzhou Yuhang Financial Holding Group Co., Ltd
Acting in concert / Qiantang industrial development refers to Hangzhou Qiantang New Area Industrial Development Group Co., Ltd
Acting in concert / former Jianggan District Finance Bureau, former Hangzhou Jianggan District Finance Bureau. In March 2021, due to the optimization and adjustment of Hangzhou Administrative District Bureau / Shangcheng District Finance Bureau, the former Hangzhou Jianggan District Finance Bureau and the former Hangzhou Shangcheng District Finance Bureau were merged into Hangzhou Shangcheng District Finance Bureau
Person acting in concert / Xihu District Finance Bureau refers to Hangzhou Xihu District Finance Bureau
On October 28, 2021, the former Hangzhou Shangcheng District Investment Holding Group Co., Ltd., the person acting in concert / Shangcheng state investment index, handled the registration of industrial and commercial name change and changed it to “Hangzhou Shangcheng District State owned investment holding group Co., Ltd.”
Person acting in concert / Gongshu SDIC refers to Hangzhou Gongshu District State owned investment holding group Co., Ltd
Commonwealth Bank of Australia means the Commonwealth Bank of Australia
Hangzhou urban investment refers to Hangzhou Urban Construction Investment Group Co., Ltd
Hangzhou Communications investment refers to Hangzhou Communications Investment Group Co., Ltd
The financial advisor and China Securities Co.Ltd(601066) certificate refer to China Securities Co.Ltd(601066)
Coupons
The share transfer agreement between Commonwealth Bank of Australia, the information disclosure obligor and Hangzhou urban investment in 2022 refers to the share transfer agreement between Commonwealth Bank of Australia, Hangzhou Urban Construction Investment Group Co., Ltd. and Hangzhou Transportation Investment Group Co., Ltd. signed on February 28, 2022
The Commonwealth Bank of Australia reduced its share capital of 593.6 million by means of agreement transfer. The secondary equity change refers to shares (accounting for 10% of the total share capital of Bank Of Hangzhou Co.Ltd(600926) ordinary shares). The number and proportion of shares held by Hangzhou Finance Bureau remained unchanged and became the largest shareholder passively
CSRC refers to the China Securities Regulatory Commission
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The acquisition Measures refer to the administrative measures for the acquisition of listed companies (revised in 2020)
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity (revised in 2020)
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – Acquisition report of listed companies (revised in 2020)
RMB, ten thousand yuan refers to RMB, ten thousand yuan
Note: any discrepancy between the total amount and the mantissa of the sum of the itemized values in the financial consultant’s verification opinion is caused by rounding.
introduction
Before this equity change, the information disclosure obligor directly held Bank Of Hangzhou Co.Ltd(600926) 703215229 shares, accounting for 11.86% of the total share capital of Bank Of Hangzhou Co.Ltd(600926) issued ordinary shares.
The way of equity change is: Bank Of Hangzhou Co.Ltd(600926) the largest shareholder, Commonwealth Bank of Australia, Hangzhou urban investment and Hangzhou exchange investment signed the share transfer agreement between Commonwealth Bank of Australia, Hangzhou Urban Construction Investment Group Co., Ltd. and Hangzhou Transportation Investment Group Co., Ltd. on the evening of February 28, 2022, Commonwealth Bank of Australia transferred 296800000 Bank Of Hangzhou Co.Ltd(600926) shares held by it to Hangzhou urban investment and Hangzhou Stock Exchange respectively by means of agreement transfer, accounting for 5% of the total share capital of Bank Of Hangzhou Co.Ltd(600926) issued ordinary shares (the two transferees transferred 593 Shanghai Pudong Development Bank Co.Ltd(600000) shares in total, accounting for 10% of the total share capital of Bank Of Hangzhou Co.Ltd(600926) issued ordinary shares). After this equity change, the information disclosure obligor became the largest shareholder of Bank Of Hangzhou Co.Ltd(600926) passively. Commonwealth Bank of Australia became Bank Of Hangzhou Co.Ltd(600926) the fourth largest shareholder. Hangzhou Chengtou and Hangzhou Jiaotou became Bank Of Hangzhou Co.Ltd(600926) new major shareholders.
In accordance with the provisions of the company law, the securities law, the acquisition measures, the Standard No. 15, the Standard No. 16 and other relevant laws and regulations, Hangzhou Finance Bureau is the information disclosure obligor of this acquisition, and performs the information disclosure obligations such as the detailed equity change report.
In accordance with the requirements of the company law, the securities law, the acquisition measures and other regulations, China Securities Co.Ltd(601066) accepted the entrustment to act as the financial advisor of this equity change, and issued verification opinions on the relevant contents of the detailed equity change report disclosed by the information disclosure obligor.
In accordance with the business standards and ethics recognized by the industry, and in the spirit of good faith and diligence, the financial consultant has verified and verified the relevant information and materials of the acquisition, and issued verification opinions on the contents disclosed in the detailed report on changes in equity for the reference of investors and relevant parties.
Verification opinions of financial advisor
The financial consultant gave professional opinions on the following matters of this equity change: I. verification of the contents of the detailed equity change report of the information disclosure obligor
Based on the principles of good faith and diligence, the financial consultant has conducted due diligence on the contents involved in the detailed report on changes in equity submitted by the information disclosure obligor in accordance with the working procedures specified in the practice rules, and reviewed and verified the detailed report on changes in equity as necessary.
Changes in the disclosure procedures of the listed company’s equity and the detailed disclosure procedures of the listed company’s Equity Act No. 15 after the preparation of the above-mentioned legal standards and the detailed disclosure procedures of the listed company’s equity report are in line with the requirements of the Financial Standards No. 16. 2、 Verification of the basic information of the information disclosure obligor (I) verification of the subject qualification of the information disclosure obligor
As of the date of issuance of this verification opinion, the basic information of Hangzhou Finance Bureau is as follows:
Name: Hangzhou Finance Bureau
Registered address: No. 152, Zhonghe Middle Road, Shangcheng District, Hangzhou
Person in charge Xie Jianhua
Unified social credit code 11330100 Yotrio Group Co.Ltd(002489) 559l
Type organ legal person
Mailing address: No. 152, Zhonghe Middle Road, Shangcheng District, Hangzhou
Communication mode: 057187805588
After verification, as of the date of issuance of this verification opinion, Hangzhou Finance Bureau, the obligor of information disclosure, is an organ legal person established and effectively existing according to law, and there is no situation that should be terminated or dissolved according to laws, regulations and normative documents. (II) verification of the subject qualification of the person acting in concert of the information disclosure obligor
1. Hangzhou caikai Investment Group Co., Ltd
Enterprise name: Hangzhou caikai Investment Group Co., Ltd
Registered address: room 3501-1, No. 2-6, Qingchun East Road, Shangcheng District, Hangzhou, Zhejiang
Legal representative: Ruan Yimin
Registered capital: RMB 500 million
Unified social credit code 913 Zhejiang Cayi Vacuum Container Co.Ltd(301004) 70106408j
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business term: February 1, 1993 to long term
Services: entrusted asset management, industrial investment, investment management, investment consulting (except securities and futures), financial information consulting (except agency bookkeeping), economic information consulting (except commodity intermediary); Wholesale and retail: hardware and electrical appliances, daily necessities, chemical raw materials and products (except dangerous chemicals and precursor chemicals), electronic computer hardware and accessories, mechanical equipment, household appliances, business scope, metal materials, building materials, needles, textiles, office automation equipment, agricultural and sideline products (except
