Zhongtian Guofu Securities Co., Ltd
about
Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Management acquisition
of
Independent financial advisor Report
Independent financial advisor
December, 2001
Statement of independent financial adviser
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “independent financial consultant” or “Zhongtian Guofu”) is entrusted to act as the independent financial consultant of the management buyout. The independent financial consultant is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies And other relevant laws and regulations, in accordance with the recognized business standards and ethics in the securities industry, in the principle of good faith and diligence, after carefully reading and fully understanding all relevant documents and materials obtained as of the issuance date of this report and conducting careful investigation, express opinions on the relevant matters of this management acquisition. The independent financial advisor hereby makes the following statement:
(i) The independent financial advisor has no relationship with the parties to the acquisition. The independent financial advisor issues an independent financial advisor report on the acquisition based on the principles of objectivity and impartiality;
（2） The documents and materials on which the independent financial adviser’s report is based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and integrity 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 integrity of the information provided Responsibility. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the acquisition fully perform all their obligations according to 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; （3） As of the date of issuance of the independent financial adviser’s report, the independent financial adviser has carefully verified the acquisition. The independent financial adviser’s report only provides independent verification opinions to all shareholders of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. on the verified matters related to the transaction, and does not make any guarantee or guarantee of any nature for the smooth progress of the acquisition;
（4） The professional opinions issued by the independent financial advisor on the acquisition have been submitted to the independent financial advisor’s core organization for review, and the core organization agrees to issue the independent financial advisor’s report after review;
（5） The independent financial adviser agrees to submit the independent financial adviser’s report as the legal document of the acquisition to the relevant regulatory authorities and make an online announcement;
（6） The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the independent financial advisor’s report;
（7） During his tenure as financial advisor, the independent financial advisor has taken strict confidentiality measures and strictly implemented the internal firewall system;
（8） The independent financial adviser’s report is intended to make an objective and fair evaluation of matters related to the acquisition and does not constitute an assessment of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) For any investment proposal of (Group) Co., Ltd., the independent financial adviser shall not bear any responsibility for the possible risks arising from any investment decision made by the investor according to the independent financial adviser’s report, nor share the income with it.
（9） The independent financial adviser specially requests all shareholders and investors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. to carefully read the full text of this report, the full text of the detailed report on changes in equity of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. and the reports of relevant intermediaries disclosed on the website designated by the CSRC.
catalogue
Statement of the independent financial adviser Section 1 interpretation 5 Section 2 relevant information of this acquisition seven
1、 Basic information of the acquirer seven
2、 The main information of this acquisition ten
3、 Relevant procedures to be performed for this acquisition Section III impact of this acquisition on listed companies seventeen
1、 Subsequent plans of the acquirer seventeen
2、 Relevant commitments that do not affect the independence of listed companies eighteen
3、 Horizontal competition and related commitments twenty
4、 Related party transactions and related commitments Section 4 major transactions between the acquirer and the listed company twenty-three
1、 Transactions with listed companies and their subsidiaries twenty-three
2、 Transactions with directors, supervisors and senior managers of listed companies III. compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced 4. Other contracts, tacit understandings and agreements being signed or negotiated that have a significant impact on the listed company
Row…… Section V Trading of shares of listed companies within six months before the acquisition twenty-four
1、 The situation of the acquirer buying and selling the trading shares of the listed company within the first six months 24 II. Directors, supervisors, senior managers and their immediate family members of the acquirer and the actual controller
Trading of shares of listed companies within six months Section VI valuation analysis of listed companies and pricing analysis of this acquisition twenty-five
1、 The evaluation of the evaluation organization twenty-five
2、 Valuation analysis of listed companies twenty-six
3、 Pricing analysis of this acquisition 28 Section VII opinions of independent financial adviser twenty-nine
1、 Basic assumptions twenty-nine
2、 Analysis on compliance with relevant provisions such as the measures for the administration of acquisition twenty-nine
3、 Analysis on the subject qualification of the acquirer thirty
4、 Analysis on the performance ability of the acquirer to acquire a listed company thirty
5、 Analysis of the impact of this acquisition on the operating independence and sustainable development of listed companies Vi. the acquirer uses the assets of the listed company or the listed company provides financial assistance for the acquisition
Analysis of the situation thirty-one
7、 Valuation analysis of listed companies thirty-one
8、 Analysis of pricing basis for this acquisition thirty-one
9、 The payment method of the acquisition price, the source of acquisition funds and financing arrangements thirty-one
10、 Repayment plan and its feasibility analysis thirty-two
11、 Analysis on the implementation and effectiveness of the internal control system of listed companies thirty-two
12、 Business dealings with listed companies in the last 24 months 32 XIII. Relevant information about the direct or indirect paid employment of other third parties in this acquisition thirty-two
14、 Authenticity, accuracy and completeness of relevant information disclosed by the acquirer thirty-three
Section I interpretation
Unless otherwise specified, the following words have the following meanings:
This report and this report refer to the independent financial advisory report of Zhongtian Guofu Securities Co., Ltd. on the management acquisition of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Company, listed company, Xingzhi Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. minzhitong acquirer, acquirer, Fengzhi Shenzhen Fengqi Holding Group Co., Ltd
Fengqi industry refers to Shenzhen Fengqi Industry Co., Ltd
Chuangjiang environmental protection refers to Qingdao chuangjiang environmental protection new energy technology Co., Ltd
Chuangjiang investment refers to Qingdao chuangjiang Investment Management Co., Ltd
Fuyang Fuying refers to Fuyang Fuying kequan Investment Center (limited partnership)
Transferor and Shenzhen chuangjiang refer to Shenzhen chuangjiang Investment Holding Co., Ltd
Sichuan Shengbang refers to Sichuan Shengbang chuangheng Enterprise Management Co., Ltd
Fengqi holdings controlled by Zhao Feng, chairman of the company, transferred 100% of the equity of chuangjiang investment held by chuangjiang in this transaction and this acquisition by agreement, purchased and acquired 6.45% of the equity of chuangjiang environmental protection through the controlling subsidiary of chuangjiang investment, and obtained the control of the listed company
Equity transfer agreement refers to the equity transfer agreement between Shenzhen chuangjiang Investment Holding Co., Ltd. and Shenzhen Fengqi Holding Group Co., Ltd. on Qingdao chuangjiang Investment Management Co., Ltd
Maintenance of actual control right temporarily refers to the notification letter of Shenzhen Fengqi Holding Group Co., Ltd. on the change of maintenance of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) shares and the notification letter of no change of actual control right of the company
The report on the transfer of actual control refers to the notice of Shenzhen chuangjiang Investment Holding Co., Ltd. on the transfer of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) shares and the notice of the actual control of the company
Detailed equity change report refers to the detailed equity change report of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. disclosed by the acquirer on December 22, 2021
Independent financial consultant, Zhongtian Guofu appraisal institution of Zhongtian Guofu Securities Co., Ltd., and Zhonglian assets appraisal group (Zhejiang) Co., Ltd
The Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) appraisal report issued by Zoomlion assets appraisal on December 22, 2021 refers to the asset appraisal report of the appraisal project of all shareholders’ rights and interests of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. involved in the management acquisition project of the company (zlpbz [2021] No. 430)
CSRC refers to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section II relevant information of this acquisition
1、 Introduction to the acquirer
(i) Basic information of the acquirer
1. Basic information of Fengqi Holdings
Company name: Shenzhen Fengqi Holding Group Co., Ltd
Type: limited liability company (sole proprietorship of legal person)
Registered address: 2601-a1, 26th floor, humon land building, 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen
Legal representative: Zhao Feng
Registered capital: 300 million yuan
Unified social credit code 91440300ma5f624x32
Date of establishment: June 7, 2018
Term of operation: sustainable operation
The general business items are: investment in industry, venture capital, project investment, investment business scope consultation, financial consultation, enterprise management consultation and enterprise marketing planning. The licensed business items are: human resources consultation.
Main business investment and management
2. Equity and control relationship of Fengqi Holdings
As of the issuance date of this report, the equity structure of Fengqi holdings is as follows:
Zhao Feng He Lehua
95%5%
Shenzhen Fengqi Industrial Co., Ltd
100%
Shenzhen Fengqi Holding Group Co., Ltd
The actual controller of Fengqi holding is Zhao Feng, who is the chairman of the company. Zhao Feng and he Lehua are mother child relationship.
3. Basic information of the actual controller of Fengqi Holdings
Zhao Feng, male, ID number: 4306261982********, China nationality, no other country or region’s right of abode. The employment in the last five years is as follows:
Does the registration have a property right relationship with the employer’s position and the employer’s main business
In October 2016, Zhongtian Guofu securities had securities underwriting, recommendation and securities
Months – 2019 years of the company
